UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
 (Mark One)

/X/  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended December 31, 2004.

/ /  Securities   Exchange   Act  of  1934  for  the   transition   period  from
     ___________________ to ________________________.

Commission file number 0-27489

                                 DuraVest, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


            Florida                                         59-2624574
-------------------------------                  -------------------------------
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
  Incorporation or Organization)                             Number)


37 Prince Arthur Avenue, Suite 300, Toronto, Ontario, Canada            M5R 1B2
         (Address of Principal Executive Offices)                     (Zip Code)
Issuer's telephone number:  (416) 961-1409

           Securities registered pursuant to Section 12(b) of the Act:
                                (Title of class)
                                      None

                    Name of exchange on which registered
                                      None

              Securities registered under Section 12(g) of the Act:
                     $.001 Per Share Par Value Common Stock


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act, during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X   No
    ---     ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

The revenue for its most fiscal year was $ -0-.

The aggregate market value of the Issuer's common stock held by non-affiliates
as of November 8, 2004 (valued at the average of the high and low bid prices as
of that date) was $14,721,652.

The Issuer has never been involved in bankruptcy proceedings.

The number of shares outstanding of the Issuer's common stock as of March 25,
2005 was 46,766,640.

Documents incorporated by reference. There are no: (1) annual report to security
holders; (2) proxy or information statements; or (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act")
incorporated by reference herein.

                         Transitional Small Business Disclosures
                         Format (Check one):
                         Yes  X  No
                             ---    ---




<PAGE>

                                     PART I


     The Issuer, DuraVest, Inc., a Florida corporation ("Issuer" or "DuraVest"),
a "transitional Small Business Issuer", is electing to furnish the information
required by Items 6-12 of Model B of Form 1-A under Alternative 2 of Form
10-KSB.


Item 1A.  Company Risk Factors.
-------   ---------------------

     The Issuer and its outstanding securities are subject to risks including
those set out in this Item 1A.

     WE HAVE NO INCOME PRODUCING OPERATIONS OR ASSETS WHICH CAUSES A CONTINUING
DEPLETION OF OUR ASSETS. We have no material income producing operations or
assets. Unless we are successful in our efforts to develop the Estracure Project
to the point that its products become viable commercial products that will
generate revenue, our assets will continue to be depleted.

     THE COST OF MAINTAINING THE REGISTRATION OF OUR COMMON STOCK UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT WILL CONTINUE OUR OVERHEAD AND ASSET
DEPLETION The cost of complying with the reporting requirements created by the
registration of our Common Stock will materially increase the Issuer's
administrative overhead and accelerate the depletion of its assets.

     WE HAVE NO PRESENT DEFINITIVE ARRANGEMENTS TO ACQUIRE ANY ADDITIONAL
CAPITAL NEEDED TO CONTINUE OUR EXISTENCE. We have no present definitive
arrangement under which we might acquire any additional capital needed to
continue its existence. We have historically relied on capital and loans from
investors and related entities to meet our obligations. There is no assurance
that we will be able to develop any such capital source, or that the related
investors and entities that have been funding us will continue to do so.

     ESTRACURE PROJECT MAY NOT RESULT IN ECONOMICALLY VIABLE PRODUCT. Even if
Estracure's clinical trials of its products result in beneficial medical
results, there is no assurance that they will become viable commercial products
that will generate positive revenues.

     OUR AUDITOR HAS EXPRESSED DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN. The Company's auditor for the year ended December 31, 2004 has included
an additional paragraph in their report dated March 25, 2005, in which they
state that there are conditions present which raise substantial doubt about the
Company's ability to continue as a "going concern". The Company's auditor for
the prior year ended December 31, 2003 also expressed the same concerns in their
report dated March 29, 2004.


                                       1
<PAGE>


Item 1.  Description of the Business
-------  ---------------------------
(Item 6 of Model B of Form 1A)

     DuraVest was organized in 1980 as a Florida corporation named Ronnie
Interior Designs, Inc. (which was changed to Ronnie Systems, Inc. on 1997). It
was formed to engage in the interior design business. These business operations
became dormant in 1995.

     In March of 1998, DuraVest was reorganized. Its Articles of Incorporation
were amended to: (i) change its name to Great Wall Food and Beverage
Corporation; (ii) change its authorized capital to its present structure; and
(iii) reverse split its then outstanding 100,000 shares of Common Stock into
10,000 shares (one new share for each ten old shares).

     On November 9, 2001 DuraVest amended its Articles of Incorporation to
change its name to DuraVest, Inc. and to complete a forward split of its
outstanding Common Stock in the basis of ten shares of the new stock for each
then outstanding share. This resulted in an increase of its total then
outstanding shares of Common Stock to 36,766,640 shares. All future references
herein to DuraVest's outstanding Common Stock have been adjusted to reflect the
2001 stock split.

     On January 14, 2005, DuraVest acquired all of the outstanding stock of
Cardio Management Systems, Inc., a corporation organized under the Canada
Business Corporation Act ("Cardio") in exchange for 10,000,000 newly issued
shares of DuraVest's common stock. Cardio's only material asset is a majority of
the outstanding stock (742,966 out of 1,482,966 outstanding shares) of
Estracure, Inc., a corporation organized under the Canada Business Corporation
Act ("Estracure"). Estracure is involved in the research, development and
commercialization of the use of "Estradiol" to reduce restenosis after
angioplasty ("Estradiol Project") This acquisition was completed under the
Conditional Stock Exchange Agreement between DuraVest, Cardio and Cardio's
Shareholders dated April 4, 2002 (filed as Exhibit 12(d) to DuraVest's Form
10-QSB for the three-month period ended March 31, 2002) and the Amendment to it
dated March 29, 2004 (filed as Exhibit 12(d)(1) to DuraVest's Form 10-KSB for
the year ended December 31, 2003). The 10,000,000 shares of DuraVest issued to
the Cardio shareholder were issued as "restricted securities" as such are
defined under the Securities Act of 1933, as amended ("Securities Act").

     Additional information with respect to the acquisition of Cardio and
related contractual arrangements between DuraVest and the shareholders of
Estracure other than Cardio and a former Estracure stock option holder under
which DuraVest may acquire all of the minority stock interest in Estracure is
set forth below.

     Estracure's Estradiol Project has been developed by a team of Canadian
medical researchers working under the auspices of the Montreal Heart Institute.
They began research in 1997 to determine why arteriosclerosis and other diseases
creating indurations of the arteries occurred more frequently in men than women.
They focused their efforts on the potential role of naturally occurring hormones
unique to women in blocking the onset of arteriosclerosis or other indurations
of the arteries. After preliminary trials they focused their efforts on a form
of Estradiol (17-beta Estradiol), a female sex hormone of the estrogen family.
At this point their goal was to develop a product and treatment which would
reduce the recurrence of blockage following an angioplasty procedure, a
non-surgical interventional procedure using a tiny balloon to open blocked
arterial passages and the use of intravascular stents. The Estracure treatment
involves the application or injection of Estradiol during the angioplasty
procedure to impede the re-blocking of the arterial passage.

     The results of the research to date have been promising. The initial
studies have been followed by work in a clinically relevant animal model, the
stent porcine coronary artery model, where there was confirmation that local
delivery of 17-beta Estradiol significantly decreases neointimal hyperplasia and
significantly enhances re-endothelialization and endothelial function after PTCA

     Under the approval of Canadian Health authorities, Estracure has been
proceeding with Phase IIb human clinical trials. The 360 patients multicenter
study (10 centers) aimed to determine the effects of local perfusion of


                                       2
<PAGE>


17-8-Estradiol in the restenosis process following PTCA and/or stent
implementation. A dose of 17-8-is infused locally by a catheter simultaneously
with the PTCA procedure. Patients will be followed for a period of one year with
an angiographic control at 6 months to evaluate restenosis. A 60 patients
sub-group will be submitted to an angiographic evaluate endothelial function.
This study was initiated in the third quarter of 2002 and recruitment was
completed by the end of 2004. Trial results are being compiled and analyzed and
are expected before the end of 2005. During the course of the trial, no
secondary effects were ever observed.

     Contrary to other anti-restenosis drugs presently in clinical evaluation,
17-8-Estradiol is a non-toxic naturally occurring hormone that has been shown by
Estracure's scientific team to have a dual beneficial effect in improving
vascular healing and preventing restenosis after angioplasty. Animal studies
have demonstrated that local delivery of 17-8-Estradiol significantly decreases
neointimal hyperplasia after PTCA without secondary effects.

     Estracure believes that $7,500,000 CND invested by Cardio in January of
2005 will provide sufficient funds for its pre-clinical and clinical programs
(including the development and clinical evaluation of an Estradiol drug eluting
stent) for at least the next 18 months. There is no assurance these funds will
be sufficient to develop Estradiol as a marketable product.

     In addition, the acquisition by Cardio of Estracure will greatly increase
DuraVest's administrative and operating costs. Since DuraVest has no revenue
source, it will have to obtain additional working capital to cover these
expenses, and if necessary to provide additional funding to Estracure. There are
no present definitive arrangements under which DuraVest can obtain additional
funding and no assurance it will be able to do so.

     Cardio was formed in 2001 to provide funds to and acquire an investment in
Estracure. On May 8, 2002 it acquired 260,000 shares of Estracure (stated after
giving effect to a forward stock split of 10,000 to 1 on September 8, 2004) for
which it paid $2,500,000 (Canadian Dollars - hereinafter "CND"). On January 14,
2005, Cardio acquired an additional 482,966 shares of Estracure for which it
paid $7,500,000 (CND). The 10,000,000 shares of DuraVest issued for all the
Cardio stock were issued to Hunter Fund, LTD., a British Virgin Islands'
corporation ("Hunter Fund"). Hunter Fund provided the $7,500,000 to Cardio which
it used to make its second investment in Estracure. In exchange for its
$7,500,000 provided to Cardio, Hunter Fund received 9,000,000 shares of newly
issued stock of Cardio and an assignment of the other 1,000,000 outstanding
shares of Cardio from Patti Cooke, President and director of DuraVest. Thus, at
the time of the DuraVest acquisition of Cardio, Hunter Fund owned all of
Cardio's outstanding stock and received all of the 10,000,000 shares issued by
DuraVest in exchange for the Cardio stock.

     Prior to November 14, 2004, the contractual arrangement between Cardio and
Estracure (which arrangements were made when Cardio made its first investment of
$2,500,000 (CND) in Estracure) provided that Cardio had a first option right to
provide any additional investments in Estracure, but that Cardio could not, in
any event, acquire 50% or more of Estracure's outstanding stock. Hunter Fund was
not willing to provide the requisite financing unless Estracure would end up as
a majority-owned subsidiary of Cardio. Accordingly, the agreements between
Cardio and Estracure were re-negotiated and revised. As a result of these
revisions, DuraVest has entered into and has agreed to enter into contractual
agreements with the shareholders of Estracure other than Cardio ("Estracure
Minority Shareholders") and with an individual who had held an option to
purchase stock of Estracure ("Estracure's Option Holder").

     On January 14, 2005, DuraVest entered into an "Option Agreement" with
Estracure and the Estracure Minority Shareholders. (A copy of this agreement was
filed as Exhibit 12(e) with DuraVest Report on Form 8-K for January 14, 2005.)
Under the Option Agreement, the Estracure Minority Shareholders have the
collective right and option to exchange all of their Estracure shares with
DuraVest for shares of its common stock ("Exchange Option") if the human
clinical trials presently being conducted with Estradiol have: (i) had a
positive scientific outcome; (ii) provided proof of validation; and (iii)
established that the science of Estracure is commercially viable. The Estracure
Minority Shareholders may collectively exercise the Exchange Option in
accordance with the following:


                                       3
<PAGE>


     o    An "Independent Committee" shall be organized to evaluate the
          Estradiol Project. The Independent Committee shall consist of three
          members. One member shall be named by each of DuraVest and the
          Estracure Minority Shareholders as a group. The third member shall be
          selected by the initial two members.

     o    The Estracure Minority Shareholders may, at any time before September
          30, 2005, exercise their Exchange Option by giving collective written
          notice of exercise to DuraVest concurrently with the delivery by
          Estracure to the Independent Committee of the information necessary to
          enable it to make its evaluation of the Estradiol Project under the
          Option Agreement.

     o    Within 15 days of the receipt of the information on the Estradiol
          Project the Independent Committee shall deliver a written report
          containing its majority or unanimous opinion that either:

          (1)  The human clinical trials presently undertaken by Estracure have:
               (i) had a positive scientific outcome; (ii) provided proof of
               validation; and (iii) established that the Estracure science
               involved in the trials is commercially viable; or

          (2)  The human clinical trials presently undertaken by Estracure have:
               (i) not had a positive scientific outcome; (ii) not provided
               proof of validation; or (iii) not established that the Estracure
               science involved in the trials is commercial viable.

     o    If the Independent Committee's report concludes that the human
          clinical trials being undertaken by Estracure have: (i) not had a
          positive scientific outcome; (ii) not provided proof of validation; or
          (iii) not established that the Estracure science involved in the
          trials is commercial viable, the Exchange Option and the Option
          Agreement will terminate.

     o    If the Independent Committee's report concludes that the human
          clinical trials being undertaken by Estracure have: (i) had a positive
          scientific outcome; (ii) provided proof of validation; and (iii)
          established that the Estracure science involved in the trials is
          commercially viable, then the Exchange Option shall be deemed to have
          been effectively exercised by the Estracure Minority Shareholders as
          of the date the report of the Independent Committee is delivered to
          them and DuraVest.

     o    If the Independent Committee's report is positive and the Exchange
          Option effectively exercised, the appraised "Fair Market Value" of
          Estracure shall then be determined as follows:

          (1)  The two appraisers shall be selected by a random drawing from the
               following: Demers Beaulne, KPMG, Ernst & Young, Samson Belair
               Deloitte & Touche and Pricewaterhouse Coopers;

          (2)  During the 30 day period following receipt of the Independent
               Committee's report each of the two selected appraisers shall
               prepare a report under the guidelines set out in the Option
               Agreement containing their opinion of the Fair Market Value of
               Estracure and deliver it to DuraVest and the Estracure Minority
               shareholders; and

          (3)  For the purpose of the Exchange Option the Fair Market Value of
               Estracure shall be the average of the Fair Market Values
               contained in the opinions of the two selected appraisers.

     o    The exchange of the Estracure shares held by the Estracure Minority
          Shareholders for shares of DuraVest's common stock shall be completed
          by the Closing of the Option Agreement to be held within 30 days of
          the receipt of the appraisals of the Fair Market Value of Estracure.



                                       4
<PAGE>

     o    For purposes of the stock exchange, the "Market Price" of the DuraVest
          common stock shall mean the 60 day weighted average trading price of
          the stock on the Over-the-Counter Bulletin Board with the last of the
          60 days being the thirtieth day following the date of delivery of the
          positive report from the Independent Committee.

     o    For purposes of the stock exchange the "DuraVest Market
          Capitalization" shall be the Market Price of the DuraVest common stock
          multiplied by the number of outstanding shares as of the Closing and
          adjusted to Canadian dollars

     o    For purposes of the stock exchange the "Minority Shareholders
          Percentage" shall be the percentage of Estracure's outstanding stock
          as of the Closing calculated on a fully-diluted basis held by the
          Estracure Minority Shareholders.

     o    For purposes of the stock exchange, the "Total Exchange Value" of all
          the Estracure shares to be exchanged will be the greater of: (i)
          $31,000,000 CDN; or (ii) the Fair Market Value of Estracure, in either
          case multiplied by the Minority Shareholders Percentage; but in no
          event grater than 80% of the DuraVest Market Capitalization.

     o    The stock exchange will be completed at the Closing by:

          (i)  the transfer of all of their Estracure shares to DuraVest by the
               Estracure Minority Shareholders; and

          (ii) the issuance by DuraVest to the Estracure Minority Shareholders
               of a number of DuraVest's common shares equal to the Total
               Exchange Value, converted into U.S. Dollars, divided by the
               Market Price, i.e., if the Market Price of DuraVest's common
               stock is $1.00 U.S. per share and the Total Exchange Value
               converted to United States Dollars is $14,000,000 the Estracure
               Minority Shareholders would receive a total of 14,000,000 shares
               of Estracure

     o    The Option Agreement contains mutual representations and covenants
          common to such agreements. The foregoing is a summary of the Option
          Agreement, and does not purport to present all the information set out
          therein.

     Prior to January 14, 2005, Mr. Jacques-Oliva Belair of Montreal, Quebec
held a stock option from Estracure under which he had the option to acquire up
to 4% of its participating stock ("Estracure Option"). Since DuraVest was of the
opinion that the entire stock ownership of Estracure should be held by DuraVest
or Cardio, if the Estracure Minority Shareholder were to exercise their right to
exchange their Estracure Stock of DuraVest stock under the Option Agreement,
DuraVest and Mr. Belair entered into a "Stock Option Agreement" on January 14,
2005. Under the Stock Option Agreement, Mr. Belair has renounced and terminated
the Estracure Option. In exchange for this termination, DuraVest granted to Mr.
Belair the right and option to purchase up to 600,000 shares of its common stock
at an exercise price of $0.76 (USD) per share ("DuraVest Stock Option") on the
following additional terms and conditions:

     o    The right to exercise the DuraVest Stock Option will vest on the
          earlier of: (i) September 30, 2005; or (ii) the date the Estracure
          Minority Shareholders exercise their option to exchange their
          Estracure shares into DuraVest shares under the Option Agreement
          ("Vesting Date").

     o    The DuraVest Stock Option may be exercised at any time after the
          Vesting Date during its term which expires January 13, 2008.

     o    It may be exercised in lots of at least 200,000 shares or its then
          remaining balance of unexercised shares.

     o    The exercise price may be paid in: (i) cash; (ii) in whole shares of
          DuraVest's common stock; (iii) by the withholding of shares of



                                       5
<PAGE>


          DuraVest common stock issuable upon its exercise; or (iv) by any
          combination of the foregoing agreeable to DuraVest's Board of
          Directors.

     o    The shares issued upon exercise of the DuraVest Stock Option will be
          issued by DuraVest as "restricted securities" under the Securities Act
          of 1933 ("Securities Act") and acquired by Mr. Belair for investment.

     o    DuraVest has agreed to grant Mr. Belair certain rights to have a
          Registration Statement filed under the Securities Act for the sale of
          shares acquired under the DuraVest Stock Option pursuant to a
          "Registration Rights Agreement" hereinafter discussed.

     o    The grant of the DuraVest Stock Option has been approved by the Quebec
          Securities Commission.

     A copy of the DuraVest Stock Option Agreement was filed as Exhibit 12(f) to
DuraVest's Form 8-K Report for January 14, 2005.

     DuraVest has agreed with the Estracure Minority Shareholders that if the
Independent Committee issues a positive report on the Estradiol Project,
DuraVest will enter into a "Registration Rights Agreement" with them and Mr.
Jacques-Oliva Belair within five business days after receipt of the report. The
Registration Rights Agreement will apply to all shares of DuraVest's common
stock issued to the Estracure Minority Shareholders under the Exchange Offer and
to Mr. Belair under the DuraVest Stock Option ("Covered Shares"). The
Registration Rights Agreement provides that upon the written request of the
holders of at least 25% of the total number of Covered Shares. DuraVest will
file a Registration Statement under the Securities Act with respect to Covered
Shares which the holders desire to sell. The Registration Rights Agreement also
provides that:

     o    Its term will last until the holders of the Covered Shares are able to
          utilize the provisions of Rule 144 (k) for resale of the shares.

     o    The holders of the Covered Shares also have certain "piggyback rights"
          to have shares to be sold by them included in any future Registration
          Statement filed by DuraVest during its term.

     o    If the holders of 15% of the total Covered Shares so request, DuraVest
          will file a Registration Statement on Form S-3 for the desired sale of
          Covered Shares, if such Form S-3 is available to DuraVest.

     o    The right to demand a Registration Statement for the covered shares
          will expire, once DuraVest has filed two such Registration Statements.

     o    DuraVest will be responsible for the costs and expenses of the filing
          on any Registration Statements.

     o    The parties will indemnify each other for liabilities for certain
          violations of securities laws in any sales made pursuant to a
          Registration Statement filed under it.


     DuraVest has agreed with Mr. Jacques-Oliva Belair that, if the Registration
Rights Agreement is not entered into with the Estracure Minority Shareholders
under the Option Agreement, DuraVest will enter into an agreement with Mr.
Belair granting him "piggyback rights" similar to those contained in the
Registration Rights Agreement.

     A copy of the form of Registration Rights Agreement was filed herewith as
Exhibit 12(g) to DuraVest's Form 8-K Report for January 14, 2005.



                                       6
<PAGE>


     All of the shareholders of Estracure, including Cardio, have entered into a
"Shareholders Agreement", the principal provisions of which are as follows:

     (i) Cardio is entitled to nominate two of the five members of the Board of
Directors;

     (ii) The shareholders of Estracure benefit from a preemptive right to
subscribe, on a pro rata basis, to any additional shares issued by Estracure;

     (iii) A Shareholder of Estracure may only assign its shares therein in the
following circumstances:

          -    The assignment is made to an affiliate, subsidiary, or holding
               company of said shareholder; or

          -    Such a shareholder has offered his shares to the other
               shareholders who are entitled to acquire same on a pro rata
               basis.

     (iv) In the event that one or more shareholders holding, in the aggregate,
more than 45% of the issued and outstanding shares of Estracure which to assign
their shares to a third party, the remaining shareholders may require that their
shares be purchased on the same terms and conditions. Inversely, under the same
circumstances, the shareholders controlling more than 45% of the issued and
outstanding shares of Estracure may compel the remaining shareholders to sell to
such a third party.

     (v) A Shareholder shall be deemed to sell all of its shares in Estracure
upon the occurrence of certain events, the following of which are applicable to
Cardio:

          -    Change of control of Cardio except for its Acquisition by
               DuraVest without the unanimous consent of the other shareholders
               of Estracure;

          -    The seizure of a shareholder's shares in Estracure and such
               seizure is not or contested within 30 days thereof;

          -    The bankruptcy of a shareholder;

          -    Fraud by a shareholder;

          -    Criminal Act by a shareholder;

          -    The default of a shareholder in respecting anyone of its
               obligation under the terms of Shareholders Agreement in such
               default has not been remedied within a reasonable time; and

     (vi) Decisions in respect of a number of matters have been made subject to
the consent of the shareholders, either by a 75% majority or by unanimous
approval.

     If the Estracure Minority Shareholders exercise their Exchange Offer and
DuraVest or Cardio acquire all of their Estracure shares, this Shareholders
Agreement will automatically terminate.


Item 2.  Description of Property
------   -----------------------
(Item 7 of Model B of Form 1A)

     The Issuer has no materially important physical properties. Its only
material assets are its cash or cash equivalents (which were $33,536 at
December 31, 2004) and its stock ownership of Cardio.



                                       7
<PAGE>


     The Issuer's operations are conducted in leased premises located at 37
Prince Arthur Avenue, Suite 300, Toronto, Ontario, Canada M5R 1B2. They are
leased on a month-to-month basis at a monthly rate of approximately $535 per
month. These facilities are leased from Michael A. Eustace, a director and
Secretary of the Issuer.


Item 3.  Directors, Executive Officers and Significant Employees.
------   --------------------------------------------------------
(Item 8 of Model B of Form 1A)

     The following table sets forth information regarding the directors and
executive officers of the Company.

                                                                     Beginning
Name                    Age        Position(s)                        of Term
-------                 ---        -----------                       ----------

Patti Cooke             49         President and Director               3/98

Michael A. Eustace      69         Secretary & Director                 2/04


     There are no family relationships among any of the directors and/or
executive officers of the Issuer. The Issuer does not have any significant
employee who is not also an executive officer.

     Patti Cooke has served as the President and a director of the Issuer since
March of 1998. From January of 1993 until February of 1996, Ms. Cooke was the
owner and President of Wellington Cooke Gallery, an art gallery in Toronto,
Ontario. Since February of 1996 she has been employed as the Secretary and
Administration Manager for Hatchment Holdings, Inc., a financial services
company in Toronto, Canada and principal shareholder of the Issuer. In November
of 2001, she became the sole officer and director of Hatchment Holdings, Inc.
Since March of 1995 she has served as a director of Sagewood Resources LTD, a
Toronto based public company in the oil and gas business.

     Michael A. Eustace has served as the Secretary and a director of the Issuer
since February of 2004. Mr. Eustace has been engaged in the private practice of
law as a Barrister and Solicitor since September of 1977 in the Toronto, Ontario
area. He graduated from the University of Toronto with a Bachelor of Arts degree
in 1957. Mr. Eustace also holds a Bachelor of Law degree he received from
Osgoode Hall in 1960.

     Estracure presently has no paid employees. Its three officers and directors
perform services for it on a part-time, as needed, basis. The following is
information with respect to them.

     Mr. Jean-Francois Tanguay, M.D., C.P.S.Q., F.R.C.P. (C), is the Founder of
the company. Dr. Tanguay received his M.D. from the University of Montreal,
School of Medicine, where he completed his internship, internal medicine
residency and cardiology fellowship. After an Interventional Fellowship at the
Montreal Heart Institute, he trained at Duke University Medical Center in the
Interventional Cardiology Program. He is currently Assistant Professor of
Medicine in the University of Montreal's School of Medicine and is an invited
lecturer at McGill University. He is a member of the Research Ethics Committee
and Director of the Experimental Interventional Laboratory in hemodynamics at
the Montreal Heart Institute.


                                       8
<PAGE>


     His current research interests focus on restenosis, estrogen and vascular
healing, platelet-leukocyte interactions, vulnerable plaque and acute coronary
syndrome, local artery therapies and intravascular ultrasound imaging. He is a
Fellow of the American Heart Association and also of the Royal College of
Physicians and Surgeons of Canada in Internal Medicine and Cardiology. He is
certified in Internal Medicine and Cardiology by the American Board of Internal
Medicine. He is also President of the Canadian Association of Interventional
Cardiology (CAIC).

     He is an external manuscript reviewer for Circulation, The American Journal
of Cardiology, the American Heart Journal, Heart, Catheterization and
Cardiovascular Intervention as well as for the Canadian Institutes of Health
Research (CIHR). He also acts as an editor for Stent, HeartDrug and is part of
the editorial Committee for the Indian Drug Journal and Drug Therapy. He is an
external grant reviewer for CIHR, l'Institut National de la Recherche
Scientifique (INRS) and the Heart and Stroke Foundation of Canada. He also is a
member of the CIHR Cardiovascular System B Committee (CSB).

     Dr. Tanguay serves as Estracure's Chief Scientific Officer, dedicating a
minimum of 10 hours per week to it and will also serve as Chairman of its
Scientific Advisory Board.

     Mr. Jacques Oliva Belair represents Innovacor, the Montreal Heart
Institute's ("MHI") organization responsible for the commercialisation of all of
its innovations. Mr. Belair has a master degree in school administration and
bachelor degree in education (physics and maths) from the University of
Sherbrooke. For the last 20 years, Mr. Belair has been involved in technology
transfer initially at the University of Sherbrooke and at the MHI since 1999. He
is currently a member of the Advisory Board of the National Research Council of
Canada.

     Mr Sam Greenberg, is a prominent Montreal business man. He graduated from
McGill University in Civil Engineering (1956). In 1959, he began a very
successful career in construction. Since that date, Mr. Greenberg has been
involved in the construction and transactions of numerous properties in the
Province of Quebec (Montreal and Quebec City) and Province of Ontario (Ottawa)
as well as in the US (Detroit, Memphis, Miami, states of New York and New
Jersey).


Item 4.  Remuneration of Directors and Officers.
-------  ---------------------------------------
(Item 9 of Model B to Form 1A)

     During 2004, the Issuer paid an aggregate of $2,526 in remuneration to
Ms. Patti Cooke, President in the form of fees and expenses reimbursement.
During 2004, Mr. Michael A. Eustace was paid $2,752 for legal services
performed for DuraVest.

     Through 2005 or until the Issuer enters into a business combination, it is
anticipated that the President, Patti Cooke will be the only paid employee of
the Issuer. It is anticipated that Mr. Eustace may perform legal services for
which he will be paid at his usual rates. During 2005 its directors will serve
without compensation for their services as such. and will be reimbursed for
expenses incurred in the performance of thier duties. It is not now possible to
estimate what employees the Issuer may have if it enters into a business
combination during the year 2005.


                                       9
<PAGE>



Item 5   Security Ownership of Management and Certain Securityholders.
----------------------------------------------------------------------
(Item 10 to Model B of Form 1A)

     The following table sets forth information as of March 22, 2005 with
respect to the ownership of the Issuer's Common Stock by each of its officers
and directors, and any shareholder owning more than 10% of the Issuer's Common
Stock:

 Title           Name, Capacity and                   Number of        Percent
of Class          Address of Owner                   Shares Owned      of Class
--------         ------------------                  ------------      --------

Common Stock      Patti Cooke, President,            5,070,000(1)      10.84%(1)
                    Shareholder
                  715 Millwood Road, #301
                  Toronto, Ontario M4G 1V7
                  Canada

Common Stock     Michael R. Eustace,                     -0-               0%
                 Secretary and Director
                 37 Prince Arthur Avenue, Suite 300
                 Toronto, Ontario M5R 1B2
                 Canada

Common Stock     Hunter Fund Ltd.                   15,000,000         32.07%
                 c/o Hunter Fund Advisor, Ltd.
                 9300 Wilshire Boulevard
                 Penthouse Suite
                 Beverly Hills, California 90212

Common Stock     Herne Financial Limited             5,000,000         10.69%
                 Director and Shareholder
                 Boustead plc.
                 1 Garrick House
                 Carrington Street
                 London  W1J 7AF

------------------
(1)  Of these shares 70,000 are owned of record and beneficially by Ms. Cooke.
     The remaining 5,000,000 are held by Hatchment Holdings, Inc., which is a
     private company owned by a former officer and director. .Ms. Cooke is the
     sole officer and director of Hatchment Holdings, Inc., and thus has voting
     power over these 5,000,000 shares.

     There are no shares of the Issuer's Preferred Stock outstanding and there
are no outstanding options warrants or other rights to acquire shares of either
its Common or Preferred Stock; except for: (i) the conditional right and option
of the Minority Shareholders of Estracure to exchange all of their shares of
Estracure with DuraVest for shares of its Common Stock in an amount to be
determined; and (ii) the stock option held by Mr. Jacques-Oliva Belair to
purchase up to 600,000 shares of DuraVest's Common Stock at an exercise price of
$0.76 per share. See Item 1. Description of Business.


                                       10
<PAGE>


Item 6.  Interest of Management and Others in Certain Transactions.
------   ----------------------------------------------------------
(Item 11 to Model B of Form 1A)

     In August of 1999, Hatchment Holdings, Inc., a company wholly owned by
Bradley R. Wilson, a former officer and director of the Issuer, purchased
10,000,000 shares of the Issuer's Common Stock for cash at $.0052 per share for
a total of $52,000 (the share and per share numbers are adjusted to reflect the
November 9, 2001 10-for-one forward stock-split). The shares were acquired by
the purchaser for investment and not with a view to distribution. They were
issued as "restricted securities" as defined under the Securities Act of 1933,
as amended ("Securities Act"). They were issued in reliance upon the exemption
from the registration requirements of Section 5 of the Securities Act provided
in Section 4(2) of that statute.

     On November 2, 2001, Patti Cooke, President and director of the Issuer
became the sole officer and director of Hatchment Holdings, Inc., and thus, has
the power to vote the Issuer's shares held by Hatchment Holdings, Inc.

     In March of 2002, Herne Finance Limited, a private company owned by Brian
M. Copsey, loaned Hatchment Holdings, Inc., $2,500,000 Canadian on a demand
loan. These funds were invested by Hatchment Holdings, Inc. to purchase all the
outstanding stock of Cardio. The Loan was secured by pledge of 5,000,000 shares
of the Issuer owned by Hatchment Holdings, Inc. In February of 2003, Herne
Finance Limited accepted the 5,000,000 shares of the Issuer in full satisfaction
of the loan to Hatchment Holdings, Inc. The outstanding stock of Cardio was
issued to Ms. Patti Cooke, President of the Issuer as nominee for the benefit of
Hatchment Holdings, Inc, and/or any third party which would in the future
furnish funds to Cardio to make the additional investment in Estracure. In
February of 2004, Mr. Copsey, the owner of Herne Finance Limited became a
director of the Issuer. Mr. Copsey resigned from the Board of Directors on
October 4, 2004

     On January 14, 2005, DuraVest issued to Hunter Fund LTD., a British Virgin
Islands' corporation ("Hunter Fund") 10,000,000 shares of DuraVest's common
stock in exchange for the transfer from Hunter Fund to DuraVest of all the
outstanding stock of Cardio Management System, Inc., a corporation organized
under the Canada Business Corporation Act ("Cardio"). The Hunter Fund had
acquired the Cardio stock for $7,500,000 CND invested in Cardio. The Hunter Fund
is a private mutual fund organized under the Mutual Fund Act of 1996 of the
British Virgin Islands. For additional information on this transaction, see Item
1 Description of Business above. With this acquisition of 10,000,000 shares of
DuraVest, Hunter Fund now owns beneficially 15,000,000 or 32.07% of the
46,766,640 shares outstanding.

     For issuance of the 10,000,000 shares of its stock, DuraVest relied upon
the exemption from the registration requirements of Section 5 of the Securities
Act provided in Section 4(2) thereof. Hunter Fund is an "accredited investor" as
such is defined under the Securities Act. It acquired the shares as "restricted
securities" as such are defined under the Securities Act. The certificate issued
to represent these securities contained an appropriate legend denoting their
status as "restricted securities" and the restrictions on their transfer; and a
stop transfer notation has been entered on the stock ledger. DuraVest has made
available to Hunter Fund the material information as to DuraVest and its
securities, including it corporate books and records and all reports filed by it
under the Securities Exchange Act of 1934 ("Exchange Act") for the years 2002,
2003, and 2004.


                                       11
<PAGE>

                                     PART II


Item 1.     Market Price of and Dividends on the Registrant's Common Equity
------      ----------------------------------------------------------------
            and Other Related Shareholder Matters.
            --------------------------------------

     The Issuer's Common Stock was quoted on the OTC Bulletin Board under the
symbol DUVT from March of 1998 through September 30, 1999 and from September 15,
2000 through the present. To the knowledge of the Issuer there have been very
few trading transactions in its Common Stock

     The following table sets forth high and low bid prices of the Common Stock
on the OTC Bulletin Board for the periods indicated. The bid prices represent
prices between dealers, which do not indicate retail markups, markdowns or
commissions and the bid prices may not represent actual transactions:

     Quarter Period:                                  High(1)      Low(1)
     --------------                                   -------      ------

     January - March, 2003                             $0.95       $0.34
     April - June, 2003                                 1.08        0.34
     July - September, 2003                             4.05        0.80
     October - December, 2003                           3.18        1.10
     January - March, 2004                              2.90        1.30
     April - June, 2004                                 2.22        1.30
     July - September, 2004                             1.58        0.53
     October - December, 2004                           1.13        0.50

     (1)  Stated in United States Dollars

     On December 3, 2004, DuraVest's Common Stock was listed on the Frankfurt
Stock Exchange in Frankfurt, Germany. The lowest trade price for its Common
Stock in December of 2004 was EURO $0.74 and the highest price was EURO $0.82.

    The number of record holders of Common Stock of the Issuer at March 23, 2004
was 20. Additional owners of the Common stock hold their shares in street name
with a brokerage firm and a depository firm

     The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors out of funds legally available; and after
payment of adequate provisions for payment of any preferential dividends due on
any then outstanding Preferred Stock. The Issuer had never had any material
earnings and does not presently have any capability to generate any such
earnings. The Issuer has never declared any dividend. It does not anticipate
declaring and paying any cash dividend in the foreseeable future.


Item 2.     Description of Exhibits.
-------     ------------------------

     A description of the Exhibits filed with this Annual Report on Form 10-KSB
is set forth in Part III Item 1. Index to Exhibits below.


Item 3.  Changes in and Disagreements with Accountants.
------   ----------------------------------------------

      As reported in a Form 8-K filed by DuraVest on February 25, 2005 and
amended on March 22, 2005 and on February 23, 2005, DuraVest, Inc. ("DuraVest")
engaged the accounting firm of Raymond Cabot Grant Thornton as its principal
accountant to audit its financial statements, and those of is subsidiaries. On
January 14, 2005, DuraVest acquired all of the outstanding stock of Cardio
Management Systems, Inc. ("Cardio"), a Canadian corporation whose principal
asset is a majority of the outstanding stock of Estracure, Inc. ("Estracure"),
another Canadian corporation (For a discussion of this acquisition, see Item 1.
Description of Business above) Estracure is a medical research and development
company whose operations are located in Montreal (Quebec) Canada. Since its
interest in Estracure now constitutes DuraVest's principal asset and its only
non-administrative activities, DuraVest's Board of Directors selected the new
auditing firm because it has the facilities and personnel in Montreal required
to audit DuraVest's combined Financial Statements.


Item 4.  Submission of Matters to a Vote of Security Holders.
------   ----------------------------------------------------

     No matters were submitted during the calendar quarter ending December 31,
2004 to a vote of securities holders through the solicitation of proxies or
otherwise.

                                       12
<PAGE>


Item 5.  Compliance with Section 16(a) of the Exchange Act.
-------  --------------------------------------------------

     To the knowledge of the Issuer, all reports required to be filed by the
officers, directors or shareholders of the Issuer under Section 16(a) of the
Securities Act of 1934, as amended, during the year ended December 31, 2004 and
during the period from December 31, 2004 through the date of the filing of this
Form 10-KSB were timely filed.


Item 6.  Reports on Form 8-K.
------   --------------------

     The Issuer was not required to file any reports on Form 8-K for the
calendar quarter ended December 31, 2004.



























                                       13
<PAGE>


                                    PART III

1.   Index to Exhibits

     Exhibit No.    Description of Exhibits
     -----------    ----------------------------

     2(a)           Issuer's Amended and Restated Articles of Incorporation
                    Exhibit 2(a) to the Issuer's Registration Statement on Form
                    10-SB is hereby incorporated herein by this reference.

     2(a)(1)        Articles of Amendment to Articles of Incorporation to Change
                    Name of Issuer and Forward Split Stock is filed as Exhibit
                    (2)(a)(1) to the Issuers Form 10-KSB for the year ended
                    December 31, 2003 is hereby incorporated herein by this
                    reference.

     2(b)           Issuer's Bylaws - Exhibit 2(a) to the Issuer's Registration
                    Statement on Form 10-SB is hereby incorporated herein by
                    this reference.

     12(a)          Form of Subscription Agreement for Rule 504 Offering Exhibit
                    2(a) to the Issuer's Registration Statement on Form 10-SB is
                    hereby incorporated herein by this reference.

     12(b)          Form of Subscriber Questionnaire for Rule 504 Offering
                    Exhibit 2(a) to the Issuer's Registration Statement on Form
                    10-SB is hereby incorporated herein by this reference.

     12(c)          Investment Letter for Sale of Restricted Securities Exhibit
                    2(a) to the Issuer's Registration Statement on Form 10-SB is
                    hereby incorporated herein by this reference.

     12(d)          Conditional Stock Exchange Agreement between Issuer and
                    Cardio Management Systems, Inc. filed as Exhibit 12(d) to
                    Form 10-QSB for three month period ended March 31, 2002 is
                    hereby incorporated herein by this reference.


     12(d)(1)       Amendment to Conditional Stock Exchange Agreement between
                    Issuer and Cardio Management Systems, Inc. filed as Exhibit
                    12(d)(1) to the Issuer's Form 10-KSB for the year ended
                    December 31, 2003 is hereby incorporated herein by this
                    reference.

     12(e)          Option Agreement dated January 14, 2005 between DuraVest,
                    Estracure, Inc., Innovacor Limited Partnership, Cardio at
                    Work, Inc., and Mr. Sam Greenberg filed as Exhibit 12(e) to
                    the Issuer's Form 8-K Report for January 14, 2005 is hereby
                    incorporated herein by this reference.

     12(f)          Stock Option Agreement dated January 14, 2005 between
                    DuraVest and Mr. Jacques-Oliva Belair filed as Exhibit 12(f)
                    to the Issuer's Form 8-K Report for January 14, 2005 is
                    hereby incorporated herein by this reference.

     12(g)          DuraVest Press Release dated January 18, 2005 filed as
                    Exhibit 12(g) to the Issuer's Form 8-K Report for January
                    14, 2005 is hereby incorporated herein by this reference.

     31             Certification Pursuant to Section 304 of the Sarbanes-
                    Oxley Act of 2002

     32             Certification Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002

                                       14
<PAGE>



                                    SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       DURAVEST, INC.

Dated:  March 31, 2005                 By: /s/ Patti Cooke
                                           ------------------------------------
                                           Patti Cooke, President and Principal
                                           Executive, Financial and Accounting
                                           Officer and a Director

Dated:  March 31, 2005                 By: /s/ Michael A. Eustace
                                           ------------------------------------
                                           Michael A. Eustace, Secretary and a
                                           Director



























                                       15
<PAGE>

                                    PART F/S


                                 Duravest, Inc.



                                      Index
                                      -----


                                                                       Page No.
                                                                      ---------
Report of Independent Registered Public
Accounting Firm                                                       F-1

Report of Independent Registered Public
Accounting Firm                                                       F-2

Report of Independent Certified Public
Accounting Firm                                                       F-3

Financial Statements
    Balance Sheets                                                    F-4
    Statements of Operations                                          F-5
    Statements of Stockholders' Equity (Deficit)                      F-6
    Statements of Cash Flows                                          F-7
    Notes to Financial Statements                                     F-8 - F-15














                                      F-1
<PAGE>

Report of Independent Registered Public Accounting Firm



To the Board of Directors of
DuraVest, Inc.


We have audited the balance sheet of DuraVest, Inc., a development stage
enterprise, as at December 31, 2004 and the related statements of operations,
stockholders' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The cumulative statements of operations, stockholders' equity
(deficit) and cash flows for the period from August 5, 1980 (inception) to
December 31, 2004 include amounts for the period from August 5, 1980 (inception)
to December 31, 2002 and from January 1, 2003 to December 31, 2003 which were
both audited by other auditors. The other auditors' report on the periods ended
December 31, 2002, dated March 15, 2003, has been furnished to us. The other
auditors' report on the period ended December 31, 2003, dated March 29, 2004,
has also been furnished to us, and our opinion, insofar as it relates to the
amounts included for the periods from inception through December 31, 2003, is
based solely on the report of such other auditors.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of DuraVest, Inc. as of December 31, 2004, and the
results of their operations and their cash flows for the year ended December 31,
2004, and for the cumulative during development stage period from August 5, 1980
(inception) through December 31, 2004, in conformity with U.S. generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is a development stage enterprise
with no revenues, has incurred cumulative losses since inception, and has been
dependent on investor capital and related party loans to sustain its activities.
This raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's plans in regard to
these matters are described in the notes to the financial statements.


/s/ Raymond Chabot Grant Thornton LLP

Chartered Accountants

Montreal, Canada
March 25, 2005


                                       F-2




<PAGE>

Report of Independent Registered Public Accounting Firm



To the Board of Directors of
DuraVest, Inc.


We have audited the accompanying balance sheet of DuraVest, Inc. (the
"Company"), a development stage enterprise, as at December 31, 2003, the related
statements of operations, stockholders' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The cumulative statements of
operations, stockholders' equity (deficit), and cash flows for the period from
August 5, 1980 (inception) to December 31, 2003 include amounts for the period
from August 5, 1980 (inception) to December 31, 2002 which were audited by other
auditors. The other auditors' report on the periods ended December 31, 2002,
dated March 15, 2003, has been furnished to us, and our opinion, insofar as it
relates to the amounts included for the periods from inception through December
31, 2002, is based solely on the report of such other auditors.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the report of
the other auditor provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditor, the
financial statements referred to above present fairly, in all material respects,
the financial position of DuraVest, Inc. as of December 31, 2003, and the
results of their operations and their cash flows for the year ended December 31,
2003, and for the cumulative during development stage period from August 5, 1980
(inception) through December 31, 2003, in conformity with U.S. generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is a development stage enterprise
with no revenues, has incurred cumulative losses since inception, and has been
dependent on investor capital and related party loans to sustain its activities.
This raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's plans in regard to
these matters are described in the notes to the financial statements.


/s/ Ahearn, Jasco + Company, P.A.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
March 29, 2004




                                      F-3


<PAGE>

Report of Independent Certified Public Accountants



To the Board of Directors of
DuraVest, Inc.


We have audited the statements of operations, stockholders' equity (deficit),
and cash flows OF DURAVEST, INC. for the period from August 5, 1980 (inception)
to December 31, 2002 (not separately presented herein). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of the operations and the cash flows of
Duravest, Inc. for the cumulative during development stage period from August 5,
1980 (inception) through December 31, 2002 (not separately presented herein), in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has operated at a loss since inception and has
an excess of liabilities over assets that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in notes to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Barry I Hechtman, P.A.

BARRY I. HECHTMAN, P.A.
Certified Public Accountants

Miami, Florida
March 15, 2003






                                      F-4
<PAGE>
<TABLE>
<CAPTION>


DuraVest, Inc.
(A development stage enterprise)
Balance Sheets
At December 31,


                                                                                                    2004               2003
                                                                                         ----------------   ----------------
<S>                                                                                             <C>                <C>
                                                                                                       $                  $
ASSETS
Current assets
     Cash and cash equivalents                                                                    33,536              1,201
     Receivable - related party (Note 6)                                                          15,086
                                                                                         ----------------   ----------------
                                                                                                  48,622              1,201
                                                                                         ================   ================

LIABILITIES
Current liabilities
     Accounts payable                                                                             27,387              3,188
     Accrued interest - related party                                                              4,101              2,763
     Notes payable - related parties (Note 6)                                                    100,000             35,000
                                                                                         ----------------   ----------------
                                                                                                 131,488             40,951
Note payable - unrelated party (Note 7)                                                          125,000
                                                                                         ----------------   ----------------
                                                                                                 256,488             40,951
                                                                                         ----------------   ----------------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 share issued
and outstanding Common stock, $0.0001 par value, 80,000,000 shares authorized,
36,766,640 shares issued and outstanding                                                           3,680              3,680
Additional paid-in capital                                                                       448,820            448,820
Deficit accumulated during the development stage                                                (660,366)          (492,250)
                                                                                         ----------------   ----------------
Stockholders' deficit, net                                                                      (207,866)           (39,750)
                                                                                         ----------------   ----------------
                                                                                                  48,622              1,201
                                                                                         ================   ================
Commitment and contingencies (Note 8)
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                                               F-5
<PAGE>
<TABLE>
<CAPTION>


DuraVest, Inc.
(A development stage enterprise)
Statements of Operations



                                                                                                                 From
                                                                        For the year      For the year        1980-08-05
                                                                           ended             ended          (inception) to
                                                                         2004-12-31        2003-12-31         2004-12-31
                                                                      -----------------  ----------------   ----------------
<S>                                                                         <C>               <C>                   <C>
                                                                                     $                 $                  $
Development stage expenses
     Selling, general and administrative                                       159,285            44,738            667,726
                                                                      -----------------  ----------------   ----------------
Loss from operations                                                           159,285            44,738            667,726
                                                                      -----------------  ----------------   ----------------

Other income (expenses)
     Recovery of bad debt                                                                         20,000             20,000
     Interest expense                                                           (7,852)           (2,633)           (10,615)
     Other                                                                        (979)              (44)            (2,025)
                                                                      -----------------  ----------------   ----------------
Net loss                                                                       168,116            27,415            660,366
                                                                      =================  ================   ================

Net loss per common share, basic and diluted                                     (0.00)            (0.00)
                                                                      =================  ================

Weighted average number of common shares
outstanding                                                                 36,766,640        36,766,640
                                                                      =================  ================

</TABLE>

The accompanying notes are an integral part of the financial statements.






                                                                 F-6
<PAGE>
<TABLE>
<CAPTION>


DuraVest, Inc.
(A development stage enterprise)
Statements of Stockholders' Equity (Deficit)



                                                                                                   Deficit
                                                                                                 accumulated
                                                     Common stock                                during the
                                            --------------------------------    Additional       development      Stockholders'
                                                 Shares           Amount      paid-in capital       stage        equity (deficit)
                                            ---------------  ---------------  ----------------  ---------------  ---------------
<S>                                              <C>                  <C>             <C>             <C>              <C>
                                                                          $                 $                $                $
Common stock issued for cash (1980-08-05)          100,000              100               400                               500
Net loss 1994                                                                                             (500)            (500)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 1994                         100,000              100               400             (500)
1995 no activity
Net loss 1996                                                                                             (550)            (550)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 1996                         100,000              100               400           (1,050)            (550)
Net loss 1997                                                                                             (750)            (750)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 1997                         100,000              100               400           (1,800)          (1,300)
1998 common stock issued in connection
  with 504 offering                             26,666,640              168           399,832                           400,000
Net loss 1998                                                                                         (182,983)        (182,983)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 1998                      26,766,640              268           400,232         (184,783)         215,717
1999 restricted common stock issued
  in exempt transaction                         10,000,000              100            51,900                            52,000
Net loss 1999                                                                                          (48,894)         (48,894)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 1999                      36,766,640              368           452,132         (233,677)         218,823
Net loss 2000                                                                                         (121,052)        (121,052)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 2000                      36,766,640              368           452,132         (354,729)          97,771
Net loss 2001                                                                                          (63,992)         (63,992)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 2001                      36,766,640            3,680           448,820         (418,721)          33,779
Net loss 2002                                                                                          (46,114)         (46,114)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 2002                      36,766,640            3,680           448,820         (464,835)         (12,335)
Net loss 2003                                                                                          (27,415)         (27,415)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 2003                      36,766,640            3,680           448,820         (492,250)         (39,750)
Net loss 2004                                                                                         (168,116)        (168,116)
                                            ---------------  ---------------   ---------------  ---------------  ---------------
Balance, December 31, 2004                      36,766,640            3,680           448,820         (660,366)        (207,866)
                                            ===============  ===============   ===============  ===============  ===============
</TABLE>


The accompanying notes are an integral part of the financial statements.



                                                               F-7
<PAGE>
<TABLE>
<CAPTION>


DuraVest, Inc.
(A development stage enterprise)
Statements of Cash Flows



                                                                                                                 From
                                                                        For the year       For the year        1980-08-05
                                                                           ended              ended         (inception) to
                                                                         2004-12-31         2003-12-31         2004-12-31
                                                                      ----------------   ----------------  -----------------
<S>                                                                          <C>                 <C>               <C>

                                                                                    $                  $                  $
OPERATING ACTIVITIES
Net loss                                                                     (168,116)           (27,415)          (660,366)
Net change in non-cash working capital items
     Receivable - related party                                               (15,086)                              (15,086)
     Accounts payable                                                          24,199                (33)            27,387
     Accrued interest - related party                                           1,338              2,633              4,101
                                                                      ----------------   ----------------  -----------------
Cash flows used in operating activities                                      (157,665)           (24,815)          (643,964)
                                                                      ----------------   ----------------  -----------------

FINANCING ACTIVITIES
Proceeds from issuance of debt to related parties                             135,000             10,000            180,000
Repayment of debt to related parties                                          (70,000)                              (80,000)
Proceeds from issuance of debt to unrelated party                             125,000                               125,000
Proceeds from issuance of debt to a shareholder                                                                       2,100
Repayment of debt to a shareholder                                                                                   (2,100)
Proceeds from issuance of common stock                                                                              452,500
                                                                      ----------------   ----------------  -----------------
Cash flows provided by financing activities                                   190,000             10,000            677,500
                                                                      ----------------   ----------------  -----------------
Net increase (decrease) in cash and cash
equivalents                                                                    32,335            (14,815)            33,536
Cash and cash equivalents, beginning of year                                    1,201             16,016
                                                                      ----------------   ----------------  -----------------
Cash and cash equivalents, end of year                                         33,536              1,201             33,536
                                                                      ================   ================  =================

Supplemental disclosure is as follows:
     Cash paid for interest                                                     6,613                  -                  -
     Cash paid for taxes                                                            -                  -                  -
                                                                      ----------------   ----------------  -----------------
                                                                                6,613                  -                  -
                                                                      ================   ================  =================

</TABLE>

The accompanying notes are an integral part of the financial statements.



                                                          F-8
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------

1 - STATUTES, NATURE OF OPERATIONS AND GOING CONCERN

Nature of operations

DuraVest, Inc. (the "Company") was incorporated on August 5, 1980 under the laws
of the State of Florida as Ronnie Interior Designs, Inc. for the purpose of
merging with or acquiring another company. On March 13, 1998, the Company
amended and restated its articles of incorporation and changed its name to Great
Wall Food and Beverage Corporation. On November 9, 2001, the Company amended and
restated its articles of incorporation and changed its name to DuraVest, Inc.

The Company has been operating as a development stage enterprise since its
inception and is devoting substantially all its efforts to the ongoing
development of the Company.

Going concern

The accompanying financial statements were prepared assuming that the Company
will continue as a going concern. This basis of accounting contemplates the
realization of assets and the satisfaction of its liabilities in the normal
course of operations. Since inception, the Company has incurred losses of
approximately $660,366 and has never generated revenues from operations, and has
been dependent on investor capital and related party loans to sustain its
activities. These issues all raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's continued existence is dependent upon its ability to meet its cash
needs for its activities, principally by obtaining additional debt financing and
equity capital. The Company presently has no source of additional capital. There
are no assurances that the Company will be able to continue as a going concern

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the inability of the
Company to continue as a going concern.

2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and accounting estimates

The accompanying financial statements are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America ("GAAP"). The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. These
estimates are based on management's best knowledge of current events and actions
that the Company may undertake in the future. Actual results could differ from
those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.



                                      F-9
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------

2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial presentation

The carrying amounts of the Company's financial assets and liabilities,
including cash and cash equivalents, approximate fair value because of their
short maturities.

Income taxes

The Company accounts for income taxes pursuant to the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes,
which requires, among other things, a liability approach to calculating deferred
income taxes. The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax bases of assets
and liabilities.

Foreign currency translation

During 1999, the Company opened a bank account denominated in a foreign currency
which is used to pay for some operational expenses. The bank account is
translated using rates of exchange at year-end; expenses are translated at
weighted average exchange rates in effect during the year. The cumulative effect
resulting from such translation is recorded as remeasurement gain or loss in the
financial statements.

Earnings per share

The Company follows the provisions of SFAS No. 128, Earnings per Share, which
requires companies with complex capital structures or common stock equivalents
to present both basic and diluted earnings (loss) per share ("EPS") on the face
of the statements of operations. Basic EPS is calculated as income available to
common stockholders divided by the weighted average number of common shares
outstanding during the period. Diluted EPS is calculated using the treasury
stock method for common stock equivalents.

The Company, as of December 31, 2004, has no common stock equivalents. The
Company had no common share issuances during 2004 or 2003, so the issued shares
at each December 31 is the weighted average shares outstanding for each year.

Comprehensive income

In accordance with SFAS No. 130, Reporting Comprehensive Income, the Company is
required to separately report its comprehensive income (loss). The Company has
no items of other comprehensive income or loss, therefore, net loss and
comprehensive loss are the same for all periods presented.

Reclassifications

Certain prior year amounts have been reclassified to conform to the year 2004
presentation.



                                      F-10
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------


3 - CHANGES IN ACCOUNTING POLICIES

Year ended December 31, 2004

In December 2003, the FASB revised Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51. This interpretation replaces FASB Interpretation No. 46, which was
issued in January 2003. The Interpretation requires the consolidation of
variable interest entities in which an enterprise absorbs a majority of the
entity's expected losses, receives a majority of the entity's expected residual
returns, or both, as a result of ownership, contractual or other financial
interests in the entity. Interpretation No. 46 (revised 2003) also requires
certain disclosures about variable interest entities that the enterprise is not
required to consolidate but in which it has a significant variable interest.
Interpretation No. 46 (revised 2003) did not have any impact on its financial
position or results of operations.

Year ended December 31, 2003

In April 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends SFAS No. 133
to provide clarification on the financial accounting and reporting of derivative
instruments and hedging activities and requires that contracts with similar
characteristics be accounted for on a comparable basis. The standard is
effective for contracts entered into or modified after June 30, 2003. The
Company's adoption of SFAS No. 149 did not have any impact on its financial
position or results of operations.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
establishes how an issuer classifies and measures certain freestanding financial
instruments with characteristics of liabilities and equity and requires that
such instruments be classified as liabilities. The standard is effective for
financial instruments entered into or modified after May 31, 2003. The Company's
adoption of SFAS No. 150 did not have any impact on its financial position or
results of operations.

Accounting pronouncements not yet implemented

In December 2004, the Financial Accounting Standards Board ("FASB") revised
Statement No. 123, Share-Based Payment. SFAS No. 123 (revised 2004) focuses
primarily on accounting for transactions in which an entity obtains services in
exchange of share-based payment transactions and requires that such transactions
be accounted for using the fair value-based method and that compensation expense
be recorded in the statement of operations. The Company is currently assessing
the impact of adoption of this pronouncement.




                                      F-11
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------

4 - CAPITAL STOCK

The total number of shares of capital stock which the Company has the authority
to issue is 100,000,000 shares, consisting of 80,000,000 shares of common stock
having a par value of $0.0001 per share and 20,000,000 shares of preferred stock
having a par value of $0.0001 per share. Each share of common stock entitles the
holder to one vote, without any right of cumulative voting. With regard to the
preferred stock, the Board of Directors has the authority to classify any
unissued shares by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of redemption
of such shares.

5 - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At December 31, 2004, the
Company had federal net operating losses (NOL) of approximately $660,366. The
NOL expire in the years 2018 through 2024. In the event that a change in
ownership of the Company of greater than 50 percent occurs/occurred as a result
of the Company's issuance of common and preferred stock, the utilization of the
NOL carry-forward will be subject to limitation under certain provisions of the
Internal Revenue Code.

Realization of any portion of the deferred federal tax asset at December 31,
2004 is not considered more likely than not by management; accordingly, a
valuation of allowance has been established for the full amount of such asset.

For the years ended December 31, the reconciliation of income tax benefit
computed at the United States federal tax rate of 34% to income tax benefit is
as follows:
                                                          2004           2003
                                                        ---------      ---------
                                                               $              $
Tax benefit at the United States statutory rate           57,159          9,321
State income tax benefit, net                              2,858          1,043
Valuation allowance adjustment                           (60,017)       (10,364)
                                                        ---------      ---------
Income tax benefit                                             -              -
                                                        =========      =========

For the years ended December 31, significant
  components of the Company's
deferred tax assets and liabilities are as follows:
                                                            2004           2003
                                                        ---------      ---------
                                                               $              $
Deferred tax assets
     Net operating loss carry-forwards                   236,327        176,310
Valuation allowance for deferred tax assets             (236,327)      (176,310)
                                                        ---------      ---------
Net deferred tax asset                                         -              -
                                                        =========      =========




                                      F-12
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------


6 - RELATED PARTY TRANSACTIONS

Funds disbursed

Disbursements totaling $9,203 and $5,971 have been paid to officers, companies
owned by shareholders, and other related parties during the periods ended
December 31, 2004 and 2003 for administrative fees, consulting services rendered
and reimbursement of expenses paid on behalf of the Company.

Receivable

As at December 31, 2004, the Company has a receivable from Cardio Management
Systems, without interest.

Notes payable

On June 1, 2004, with the Board of Directors' approval, the Company borrowed a
total of $100,000 from Fulton Partners, a related company. The control person of
Fulton Partners is a former officer of the Company and is also the owner of
Herne Financial Limited, a shareholder of the Company. The note is unsecured,
bears interest at a rate of 6% per annum, with the interest and principal
payable on demand. No interest has been paid on the note during 2004.

On May 18, 2004, with the Board of Directors' approval, the Company borrowed a
total of $15,000 from Wellington-Cooke Gallery, Ltd., a related company. The
president of the Company is the owner of the lender. The note is unsecured,
bears interest at a rate of 5% per annum, with the interest and principal
payable on demand. Interest paid during 2004 was $58. The note was repaid in
June 2004.

On January 28, 2004 and March 12, 2004, with the Board of Directors' approval,
the Company borrowed a total of $20,000 from Wellington-Cooke Gallery, Ltd., a
related company. The president of the Company is the owner of the lender. The
notes are unsecured, bear interest at a rate of 5% per annum, with the interest
and principal payable on demand. Interest paid during 2004 was $846. The notes
were repaid in December 2004.

On September 12, 2003 and October 15, 2003, with the Board of Directors'
approval, the Company borrowed a total of $10,000 from Wellington-Cooke Gallery,
Ltd., a related company. The president of the Company is the owner of the
lender. The notes are unsecured, bear interest at a rate of 5% per annum, with
the interest and principal payable on demand. Interest paid during 2004 was
$620. The notes were repaid in December 2004.

On December 15, 2002, the Board of Directors authorized the Company to borrow
$25,000 from Wellington-Cooke Gallery, Ltd., a related company. The president of
the Company is the owner of the lender. The note is unsecured, bears interest at
a rate of 10% per annum, with the interest and principal payable on demand.
Interests paid during 2004 and 2003 were $5,089 and $0. The note was repaid in
December 2004.



                                      F-13
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------


7 - NOTE PAYABLE - UNRELATED PARTY

On November 24, 2004, with the Board of Directors' approval, the Company
borrowed a total of $125,000 from an unrelated company. The note is unsecured,
bears interest at a rate of 4% per annum, with the interest and principal
payable in monthly instalments of $3,689 beginning December 24, 2004. The final
payment is due November 2007. No payments were made on this note during 2004.

8 - COMMITMENT AND CONTINGENCIES

The Company conducts its operations from leased facilities, under operating
leases on a month-to-month basis, which can be terminated by either party upon
giving notice 60 days in advance. Lease rent expense for the periods ended
December 31, 2004 and 2003 amounted to $4,708 and $2,202. At December 31, 2004,
future minimum lease payments and rent usage tax were $0.

9 - CONDITIONAL ACQUISITION AGREEMENT

On April 4, 2002, the Company entered into a conditional stock exchange
agreement with Cardio Management Systems, Inc. ("Cardio"), a corporation
organized under the Canadian Business Corporations Act (Cardio is a related
party to the Company, as the Company's president is the holder of record of all
the Cardio shares as nominee for Herne Finance Limited; Herne is controlled by a
director of the Company and Herne is a 13.6% shareholder of the Company). Under
the agreement, if certain conditions are met, the Company will issue 5,000,000
shares of its common stock in exchange for all of the outstanding stock
(1,000,000 shares) of Cardio stock and as a result, Cardio will become a
wholly-owned subsidiary of the Company. The principal assets of Cardio are (i)
shares of common stock of Estracure, Inc. ("Estracure"), a corporation organized
under the Canadian Business Corporations Act; and (ii) an optional right to
acquire additional shares of Estracure common stock at a fixed purchase price,
at no time to exceed 50% ownership of Estracure outstanding common stock. If the
stock exchange is completed, the stock of Estracure owned by Cardio could be
considered to be "investment securities" as such are defined by the Investment
Company Act of 1940 ("40 Act"). The condition precedent to the completion of the
stock exchange shall be the receipt by DuraVest, Inc. of either (1) a
"no-action" letter from the SEC that the completion of the stock exchange with
the resultant ownership by DuraVest, Inc. of Cardio with its investment in
Estracure (with Estracure not being a "majority owned subsidiary" of Cardio
under the 40 Act) will not cause a violation of the 40 Act; or (2) an opinion of
counsel that the completion of the stock exchange with the resultant ownership
by DuraVest, Inc. of Cardio with its investment in Estracure (with Estracure not
being a "majority owned subsidiary" of Cardio under the 40 Act) will not cause a
violation of the 40 Act. DuraVest, Inc. intends to pursue the satisfaction of
either or both of these two conditions. However, there is no assurance that it
will be able to satisfy either of them.





                                      F-14
<PAGE>


DuraVest, Inc.
(A development stage enterprise)
Notes to Financial Statements
At December 31,

--------------------------------------------------------------------------------

10 - SUBSEQUENT EVENTS

On January 14, 2005, the Company issued to Hunter Fund LTD, a British Virgin
Islands' Corporation ("Hunter Fund"), 10,000,000 shares of Duravest's common
stock in exchange for the transfer from Hunter Fund to Duravest of all of the
outstanding stock of Cardio Management Systems, Inc., a corporation organized
under the Canada Business Corporations Act ("Cardio"). Pursuant to this
transaction, Cardio becomes a wholly-owned subsidiary of Duravest. Hunter Fund
had provided the $7,500,000 to Cardio, which it used to make its second
investment in Estracure, a corporation organized under the Canada Business
Corporations Act ("Estracure"). This second investment made on January 14, 2005
consists of the acquisition by Cardio of an additional 482,966 shares of
Estracure, making Cardio the majority shareholder of Estracure with 50.10% of
all the issued and outstanding common shares. In exchange for its $7,500,000
provided to Cardio, Hunter Fund had received 9,000,000 shares of newly issued
stock of Cardio and an assignment of 1,000,000 outstanding shares of Cardio from
the president and director of the Company. Thus, at the time of the Duravest
acquisition of Cardio, Hunter Fund owned all of Cardio's outstanding stock.

On January 14, 2005, Duravest entered into an option agreement with Estracure
and all the owners of all the outstanding stock of Estracure except for the
stock held by Cardio (the "Estracure Minority Shareholders"). Under the
agreement, the Estracure Minority Shareholders have the collective right and
option, at any time before September 30, 2005, to exchange all their shares in
Estracure with Duravest for shares of Duravest's common stock if the human
clinical trials presently being conducted with Estradiol meet certain
conditions.

Except for those under the agreement, there is no material relationship between
Duravest, its affiliates, and the Estracure Minority Shareholders who are
parties to the agreement.

On January 14, 2005, the Company entered into a stock option agreement with a
director of Estracure who was the beneficial of an option to buy special common
shares of Estracure under Estracure's Stock Option Plan. Under this agreement,
Duravest has granted this director the right and option to acquire up to 600,000
shares of its common stock at an exercise price of $0.76. Except for those under
this agreement, there is no material relationship between Duravest, its
affiliates and this director of Estracure.




                                      F-15