FORM 10-KSB/A
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934 For the fiscal year ended: April 30, 2005



                         Commission file number 0-29670

                               Dynadapt Systems, Inc.
                               -------------------
                 (Name of small business issuer in its charter)


                            CIK: 0001066551



Colorado                                         84-1491159
----------                                   --------------------
State or other jurisdiction of              IRS Employer ID Number
Incorporation or organization


7609 Ralston Road, Arvada, CO, 80002
---------------------------------------------------------
(Address of principal executive offices)

Issuer's telephone number:             (303) 422-7674
                                      -----------------
Securities registered under Section 12(b) of the Exchange Act: None
                                                               -----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
no par value (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer 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 issuer'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. [X]

State issuer's  revenues for its most recent fiscal year: $0 ---

Indicate  by check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). __ Yes X No


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). X Yes  __ No

As of April 30, 2005  485,500 shares of the Company's  Common Stock, no par
value per share, were held by non-affiliates. There is no trading market for the
Company's Common Stock.


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                                TABLE OF CONTENTS


PART I

        Item 1.   Description of Business                                      3
        Item 2.   Description of Property                                     16
        Item 3.   Legal Proceedings                                           16
        Item 4.   Submission of Matters to a Vote of Security Holders         16

PART II

        Item 5.   Market for Common Equity and Related Stockholder
                  Matters                                                     17
        Item 6.   Management's Discussion and Analysis or Plan of
                  Operation                                                   18
        Item 7.   Financial Statements                                        19
        Item 8.   Changes in and Disagreements With Accountants on
                  Accounting and Financial Disclosure                         19
        Item 8a.  Controls and Procedures                                     20

PART III

        Item 9.   Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act  20
        Item 10.  Executive Compensation                                      23
        Item 11.  Security Ownership of Certain Beneficial Owners and
                  Management                                                  24
        Item 12.  Certain Relationships and Related Transactions              24
        Item 13.  Exhibits and Reports on Form 8-K                            25
        Item 14.  Principal Accountant Fees and Services                      25

SIGNATURES                                                                    26


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PART I


ITEM 1. DESCRIPTION OF BUSINESS

General

    Dynadapt System,  Inc.  ("Dynadapt" or the "Company") was incorporated under
the laws of the State of  Colorado  on April 30,  1998 to raise  capital  for an
Internet website related  project.  Minimal capital was raised and it engaged in
no business and remained  dormant  until  Spring  1999.  During  Spring 1999 the
Company raised $25,000 from an exempt  Offering under  Regulation D, Rule 504 of
the Securities and Exchange Commission (the "Offering").

         The company  business plan  originally  was to develop a website design
which would respond to an Internet  user's computer speed and link the user to a
tier of the website  which best matched the user's  terminal  capabilities.  The
concept would theoretically have allowed more sophisticated  website tiers to be
accessed  by higher  capacity  computer  terminals.  After  expending  funds for
consulting  fees to analyze the concept  with  Internet  service  providers  and
computer science  technicians,  the company concluded that while elements of the
concept might be achievable  on a limited  basis,  the main concept could not be
achieved  at this point due to the large  number of  variables  in the  Internet
system.  The  company  then  decided  to modify  its  business  plan to look for
acquisitions in the information technology area.

         At the  present  time  the  company  has not  identified  any  business
opportunity  that it plans to pursue,  nor has the company reached any agreement
or  definitive  understanding  with any person  concerning an  acquisition.  The
company  is filing  Form 10-SB on a  voluntary  basis in order to become a 12(g)
registered  company under the  Securities  Exchange Act of 1934. As a "reporting
company,"  the company may be more  attractive to a private  acquisition  target
because it may be listed to trade its shares on the OTCBB.

         The  Company  will  consider   acquisitions  of  operating  information
technology  companies for stock and debt.  Once this  Registration  Statement is
effective,  the  Company  will  become  a 12(g)  registered  company  under  the
Securities  Exchange  Act of 1934.  The Company can continue to offer to private
acquisition  targets the  opportunity to become a public company and establish a
public trading market for its securities.

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    Acquisitions  may be  made  by  purchase,  merger,  exchange  of  stock,  or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. In connection with a merger or acquisition, it is
possible that the Company would issue an amount of stock constituting control of
the  Company  to the  acquisition  candidate.  Depending  upon the nature of the
transaction,  the  current  officers  and  directors  of the  Company may resign
management   positions  with  the  Company  in  connection  with  the  Company's
acquisition of a business  opportunity.  See "Form of  Acquisition,"  below, and
"Risk Factors - The Company - Lack of Continuity in Management." In the event of
such a resignation,  the Company's current management would not have any control
over the conduct of the Company's business  following the Company's  combination
with a business opportunity.

         The  Company's   investment   strategy  focuses  on  companies  in  the
information technology industry.

     The Company's  search is directed toward small and  medium-sized  companies
(See  "Investigation  and  Selection  of  Business  Opportunities")  who are (i)
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to   under-capitalization  or  other  factors;  (ii)  experiencing
financial  or  operating  difficulties;  (iii) in need of funds to develop a new
product or service or to expand into new markets;  (iv) relying upon an untested
product  or  marketing  concept;  or (v) a  combination  of the  characteristics
mentioned in (i) through  (iv).  Given the above  factors,  investors can expect
that acquisition candidates may have a history of losses or low profitability.

Investigation and Selection of Investment Opportunities

    The  Company's  management  has the  authority  and  discretion  to complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Management's  decisions  may  ultimately  adversely  impact  the
Company's  shareholders.  Unless required,  holders of the Company's  securities
should not anticipate that the Company will furnish them, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business.

    The analysis of business  opportunities  will be  undertaken by or under the
supervision  of  the  Company's  President.   See  "Management."  The  Company's
management  may also retain outside  consultants to assist in the  investigation
and  selection  of business  opportunities,  and might pay a finder's fee in the
form of stock. The following factors will be considered,  among other things, in
screening investment opportunities:

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1.  Potential  for revenue and earnings  growth,  indicated  by new  technology,
anticipated market expansion, or new products;

2. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

3. Potential cost savings and economies of scale in operations;

4.  Capitalization on distribution  strength to enhance local sales and services
capabilities;

5. Expand national market presence;

6. How any  particular  business  opportunity  will be viewed by the  investment
community and by the Company's stockholders;

7. Whether,  following the business combination,  the financial condition of the
Company would be sufficient to enable the securities of the Company,  then or in
the foreseeable  future,  to qualify for listing on an exchange or on a national
automated  securities  quotation  system,  such as  NASDAQ,  so as to permit the
trading of such  securities  to be exempt from the  requirements  of Rule 15c2-6
recently adopted by the Securities and Exchange Commission.  See "Risk Factors -
The Company - Regulation of Penny Stocks."

8. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

9. The extent to which the business opportunity can be advanced;

10.  Competitive  position as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

11. The cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

12.  The  accessibility  of  required  management  expertise,   personnel,   raw
materials, services, professional assistance, and other required items.

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     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ,  the current  standards include the requirements that the
issuer of the securities  that are sought to be listed have net tangible  assets
of at least  $4,000,000. Many, and perhaps most, of the business  opportunities
that might be potential  candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

    Prior to making a decision to  participate  in a business  opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

     As part of the Company's  investigation,  the Company's  executive officers
and directors would meet  personally  with  management and key personnel,  would
visit  and  inspect  material   facilities,   obtain  independent   analysis  or
verification of certain information provided, check references of management and
key personnel,  and take other reasonable  investigative measures, to the extent
of the Company's limited financial resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock"  regulations.  See "Risk Factors - Regulation
of Penny Stocks."

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     Company  management  believes  that various  types of  potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.

Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity.  Specific business  opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

     It is likely that the Company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common

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stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

    The  Company  will  participate  in a  business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

    As a general matter,  the Company  anticipates  that it, and/or its officers
and  principal  shareholders  will  enter  into a  letter  of  intent  with  the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

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    It is anticipated that the investigation of specific business  opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision were made not to participate in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  the
inability of the Company to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

    In all probability,  upon completion of an acquisition or merger, there will
be a change in control through issuance of  substantially  more shares of common
stock.

     The  Company's  plan  of  business  may  involve  changes  in  its  capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded  these  protections.  Any  securities,  which the Company  might
acquire in  exchange  for its  Common  Stock,  are  expected  to be  "restricted
securities"  within the meaning of the  Securities  Act of 1933, as amended (the
"Act").  If the  Company  elects to resell  such  securities,  such sale  cannot
proceed  unless  the   Securities   and  Exchange   Commission  has  declared  a
registration statement effective or an exemption from registration is available.
Section 4(1) of the Act,  which  exempts  sales of  securities  not  involving a
distribution,  would in all  likelihood  be available to permit a private  sale.
Although  the  plan of  operation  does not  contemplate  resale  of  securities
acquired, if such a sale were to be necessary,  the Company would be required to
comply with the provisions of the Act to effect such resale.

    An acquisition made by the Company may be in an industry, which is regulated
or  licensed  by  federal,  state or local  authorities.  Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

Competition

     The Company expects to encounter substantial  competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will

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therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.  The Company also will experience competition
from other public  companies,  many of, which may have more funds available than
does the Company.

No Rights of Dissenting Shareholders

     The Company does not intend to provide Company  shareholders  with complete
disclosure  documentation  including audited financial statements,  concerning a
possible  target  company  prior  to  acquisition,   because  Colorado  Business
Corporation  Act vests authority in the Board of Directors to decide and approve
matters involving acquisitions;  however, share exchanges by Board authority are
limited to where not more than 20% of the Company's  equity is issued in a share
exchange,  otherwise,  a vote of shareholders is required. Any transaction would
be structured as an  acquisition,  not a merger,  with the Registrant  being the
parent company and the acquiree being a wholly owned  subsidiary.  Therefore,  a
shareholder will have no right of dissent under Colorado law.

Administrative Offices

     The Company current  business  address is 10200 W. 44th Avenue,  Suite 400,
Wheat Ridge, Colorado 90033. The Company's telephone number is (303) 422-7674.

Employees

    The Company is a  development  stage company and currently has no employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities. See "Executive Compensation" and under "Certain Relationships and
Related Transactions."

Risk Factors

1.  Conflicts of Interest.  Certain  conflicts of interest may exist between the
Company and its officers and directors.  They have other  business  interests to
which they  devote  their  attention,  and may be  expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

2. Need For Additional Financing. Most of the Company proceeds received from the
Offering used for  consulting  about its business plan to exploit other business
opportunities the Company must seek additional  financing,  which may or may not

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be available.  The Company has not investigated  the  availability,  source,  or
terms that might govern the acquisition of additional capital and will not do so
until it  determines a need for  additional  financing.  If not  available,  the
Company's  operations  will be limited to those  that can be  financed  with its
available capital.

3.  Regulation  of Penny  Stocks.  The  Company's  securities  are  subject to a
Securities  and Exchange  Commission  rule that imposes  special sales  practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers to sell the Company's  securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.

    In addition,  the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks" within the meaning  of the rules, the  rules would apply  to the Company
and to its  securities.  The rules may further  affect the ability  of owners of
Shares to sell the  securities  of the  Company in any market that might develop
for them.

     Shareholders  should be aware that,  according to  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after

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prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

4. Lack of  Operating  History.  The  Company  was  organized  in April 1998 and
remained  dormant  until  Spring 1999 when it raised money to explore a business
plan involving internet websites. The Company is not profitable. The Company has
no  successful  operating  history. The Company faces all of the risks of a new
business and the special risks inherent in the  investigation,  acquisition,  or
involvement in a new business opportunity. The Company must be regarded as a new
or "start-up" venture with all of the unforeseen costs, expenses,  problems, and
difficulties to which such ventures are subject.

5. No  Assurance of Success or  Profitability.  There is  no-assurance  that the
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.

6. Possible Business - Highly Risky. An investor can expect a potential business
opportunity to be quite risky. The Company's  acquisition of or participation in
a business  opportunity  will likely be highly  illiquid  and could  result in a
total loss to the Company and its  stockholders  if the business or  opportunity
proves to be unsuccessful.

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to  protect  investors.  Moreover,  any  business  opportunity  acquired  may be
currently unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation. The Company's limited resources
and the lack of  full-time  management  will  likely  make it  impracticable  to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the Company's participation.  A portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

                                       12

<PAGE>

9. Lack of Diversification.  Because of the limited financial-resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which audited  financial  statements  would  provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

     Moreover,  the Company will be subject to the  reporting-provisions  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

     In addition,  the lack of audited  financial  statements  would-prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as

                                       13
<PAGE>

market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

11. Other  Regulation.  An acquisition  made by the Company may be of a business
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

12. Dependence upon Management; Limited Participation of Management. The Company
currently  has only  three  individuals  who are  serving  as its  officers  and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities to implement its business plan, and may, from time to time,  find that
the inability of the officers and directors to devote their full time  attention
to  the  business  of  the  Company  results  in  a  delay  in  progress  toward
implementing its business plan. See "Management."  Because investors will not be
able to evaluate the merits of possible  business  acquisitions  by the Company,
they should critically assess the information  concerning the Company's officers
and directors.

13. Lack of  Continuity in  Management.  The Company does not have an employment
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.

14. Indemnification of Officers and Directors. Colorado Revised Statutes provide
for the indemnification of its directors, officers, employees, and agents, under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any  litigation  to  which  they  become  a  party  arising  from  their
association  with or activities on behalf of the Company.  The Company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company, which it will be unable to recoup.

                                       14

<PAGE>

15.  Director's  Liability  Limited.  Colorado Revised Statutes exclude personal
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

16. Dependence upon Outside Advisors.  To supplement the business  experience of
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
Company's  President without any input from stockholders will make the selection
of any such advisors.  Furthermore,  it is anticipated  that such persons may be
engaged  on an "as  needed"  basis  without  a  continuing  fiduciary  or  other
obligation to the Company.  In the event the President of the Company  considers
it  necessary  to hire  outside  advisors,  he may elect to hire persons who are
affiliates, if they are able to provide the required services.

17.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

18. Competition. The search for potentially profitable business opportunities is
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

19. No Foreseeable  Dividends.  The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

20.  Loss of Control by Present  Management  and  Stockholders.  The Company may
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized

                                       15

<PAGE>

but  unissued  Common  Stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and persons  unknown  could  replace the  Company's
management  at this  time.  Such a merger  would  result  in a  greatly  reduced
percentage of ownership of the Company by its current shareholders.

21.  Volatility of Stock Price.  Recent history  relating to the market price of
the Company's stock, indicates the market price is highly volatile. Factors such
as those discussed in this "Risk Factors" section may have a significant  impact
upon  the  market  price  of the  securities.  Owing  to the  low  price  of the
securities,  many brokerage  firms may not be willing to effect  transactions in
the securities.  Further,  many lending  institutions will not permit the use of
such securities as collateral for any loans.


ITEM 2. DESCRIPTION OF PROPERTY

     The Company has no  property.  The  Company  currently  maintains a mailing
address at 7609 Ralston Road,  Arvada Colorado  80002.  The Company pays no rent
for offices.

ITEM 3. LEGAL PROCEEDINGS

    The Company is not a party to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
any litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters  were  submitted  by the  Company to a vote of the  Company's
shareholders through the solicitation of proxies or otherwise, during the fourth
quarter of the fiscal year covered by this report.

                                       16


<PAGE>

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Company's  shares of common  stock have  never been  traded on the
Over-the-Counter  Bulletin  Board or "Pink  Sheets."  No bid or ask has ever has
ever been quoted.

     At April 30, 2005,  there were 42 holders of record of the Company's stock,
respectively.  No dividends  have been paid to date and the  Company's  Board of
Directors does not anticipate paying dividends in the foreseeable future.

        Effective  August 11, 1993, the Securities and Exchange Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                       17
<PAGE>

Dividends

        The Company has not paid any  dividends to date,  and has no plans to do
so in the immediate future.


ITEM  6.  MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  OPERATIONS  OR  PLAN  OF
OPERATIONS.

Results of Operations for the year ended April 30, 2005 compared to year ended
April 30, 2004.
- ------------------------------------------------------------------------------

     The Company had no revenues from  operations in the year 2005 or 2004.  The
Company incurred no expenses in 2005 and $19,685 in 2004. The expenses from 2004
was largely related to audit and accounting  fees. The Company had a net loss of
($19,689)  in 2004  compared to none in 2005.  The loss per share was nominal in
2004 and none in 2005.

     Losses should be expected to continue  until a profitable  business can
be achieved through merger,  acquisition,  or development, of which there can be
no assurance.

Liquidity and Capital Resources
- -------------------------------

     The Company has no capital  resources or liquidity  except through  private
placement of stock.

     At year end,  the Company had no cash or  operating  capital and is reliant
upon  advances  from  shareholders  or loans to pay any expenses  incurred.  The
Company had current liabilities of $20,875 at year end.

NEED FOR ADDITIONAL FINANCING

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of expanding its operations. There is no assurance,  however, that without funds
it will ultimately allow company to carry out its business.

                                       18
<PAGE>

The  Company  will  need to  raise  additional  funds  to  expand  its  business
activities in the future.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

GOING CONCERN

The  Company's  auditor has issued a "going  concern"  qualification  as part of
their opinion in the Audit Report.  There is substantial doubt about the ability
of the Company to continue as a "going concern." During the year ended April 30,
2005, the Company generated no revenue,  has a working capital  deficiency,  and
current  liabilities  exceed  current  assets by  $69,068.  The  effects of such
conditions could easily be to cause the Company's bankruptcy.


ITEM 7 - FINANCIAL STATEMENTS

        The  response to this item is  submitted  as a separate  section of this
report beginning on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

 ITEM 8.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------------------------------------

In connection with audits of two most recent fiscal years and any interim period
preceding resignation,  no disagreements exist with any former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  of  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former accountant would have caused him to make reference in
connection with his report to the subject matter of the disagreement(s).

The principal  accountants'  reports on the financial  statements for any of the
past two years  contained no adverse  opinion or a disclaimer of opinion nor was
qualified as to uncertainty,  audit scope, or accounting  principles  except for
the "going concern" qualification.

                                       19
<PAGE>

ITEM 8a.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of April 30,  2005,  the end of the  period
covered  by this  report,  the  Company  carried  out an  evaluation,  under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  Based  upon and as of the date of that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in the reports the Company  files and submits under the
Exchange  Act is  recorded,  processed,  summarized  and  reported  as and  when
required.


PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

    The directors and executive  officers  currently  serving the Company are as
follows:

Name                                        Position                   Term
-----                                       --------                   ----

Wesley F. Whiting          President and Director                      Annual

Reginald T. Green          Secretary and Director                      Annual

                                       20
<PAGE>

     The directors  named above will serve until the next annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

     The  directors  and  officers of the  Company  will devote such time to the
Company's  affairs on an "as needed"  basis.  As a result,  the actual amount of
time, which they will devote to the Company's affairs,  is unknown and is likely
to vary substantially from month to month.

Biographical Information

     WESLEY F. WHITING,  Director, age 73. Mr. Whiting was President,  director,
and  Secretary  of  Berge  Exploration,   Inc.  (1978-88)  and  President,  Vice
President,  and director of NELX, Inc.  (1994-1998),  and was Vice President and
director of  Intermountain  Methane  Corporation  (1988-91),  and  President  of
Westwind  Production,  Inc.  (1997-1998).  He was a director  of  Kimbell  deCar
Corporation  from 1998,  until 2000 and he has been  President and a director of
Dynadapt  System,  Inc. since 1998. He was a Director of Colorado Gold & Silver,
Inc.  from 1999 to 2000.  He was  President  and  director of Business  Exchange
Holding Corp. from 2000 to 2002 and Acquisition Lending, Inc. (2000 to 2002). He
was director and Vice  President of Utilitec,  Inc,  1999 to 2002,  and has been
Vice  President and director of Agro Science,  Inc. since 2001. He was President
and  director of Premium  Enterprises,  Inc.  From  October 2002 to December 31,
2002. He was appointed Director and Secretary of BSA SatelLINK, Inc. in 2002. He
has been  President and Director of Fayber Group,  Inc.  since 2003. He has also
been Director of Life USA, Inc. since 2003.


     REDGIE GREEN, age 51. Mr. Green has been Secretary and Director of Dynadapt
Systems,  Inc.  since 1998.  Mr. Green has been co-owner and operator of Green's
B&R  Enterprises,  a wholesale  donut  baker  since 1983.  He has been an active
investor in small capital and high tech  adventures  since 1987. Mr. Green was a
director of Colorado Gold & Silver, Inc. in 2000.

         Management will devote necessary time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

                                       21
<PAGE>

     None  of the  Company's  directors  receives  any  compensation  for  their
respective  services  rendered  to the  Company,  nor have  they  received  such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of  Directors,  which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition.  No retirement,  pension, profit sharing, stock option or insurance
programs  or other  similar  programs  have been  adopted by the Company for the
benefit of its employees.

Indemnification of Officers and Directors

     As permitted by Colorado  Revised  Statutes,  the Company may indemnify its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

     The Colorado Corporation Code excludes personal liability for its directors
for  monetary  damages  based upon any  violation of their  fiduciary  duties as
directors, except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  acts in violation  of the  Colorado  Corporation  Act, or any
transaction from which a director receives an improper  personal  benefit.  This
exclusion of liability does not limit any right, which a director may have to be
indemnified,  and does not  affect any  director's  liability  under  federal or
applicable state securities laws.

Conflicts of Interest

     The  officers  and  directors  of the  Company  will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

                                       22

<PAGE>

Conflicts  of  Interest - General.  Officers  and  directors  of the Company may
participate in business ventures, which could be deemed to compete directly with
the Company.  Additional  conflicts of interest and non-arms length transactions
may also arise in the future in the event the  Company's  officers or  directors
are  involved in the  management  of any firm with which the  Company  transacts
business. The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which  management
serve as officers or directors,  or in which they or their family members own or
hold a controlling  ownership  interest.  Although the Board of Directors  could
elect to change this policy,  the Board of Directors has no present intention to
do so.


ITEM 10. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>

              SUMMARY COMPENSATION TABLE OF EXECUTIVES & DIRECTORS

                                            Annual Compensation                         Awards
      Name and Principal   Year    Salary ($)     Bonus ($)      Other Annual             Restricted Stock   Securities
      Position                                                   Compensation ($)         Award(s)           Underlying
                                                                                          ($)                Options/
                                                                                                             SARs (#)
<S>                        <C>     <C>            <C>            <C>                      <C>                <C>
      Wesley F. Whiting,   2005    0              0              0                        0                  0
      President(1)
                           2004    0              0              0                        0                  0
                           2003    0              0              $9,830                   0                  0

      Reginald T. Green,   2005    0              0              0                        0                  0
      Secretary            2004    0              0              0                        0                  0
                           2003    0              0              0                        0                  0
</TABLE>


    Option/SAR Grants Table (None)

    Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
  value (None)

    Long Term Incentive Plans - Awards in Last Fiscal Year (None)

     See "Certain  Relationships and Related  Transactions."  The Company has no
stock option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.

                                       23

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth,  as of the  date of  this  Registration
Statement, the number of shares of Common Stock owned of record and beneficially
by  executive  officers,  directors  and  persons  who hold  5.0% or more of the
outstanding  Common Stock of the Company.  Also  included are the shares held by
all executive officers and directors as a group.

                                            NUMBER OF
SHAREHOLDERS AND BENEFICIAL OWNERS          SHARES            PERCENTAGE
- ------------------------------              ------            ----------

Wesley F. Whiting,
President                                   25,000            5.1%

Reginald T. Green,
Secretary                                   25,000            5.1%

50,000  shares of common  stock are owned by Officers  and  Directors as a group
(10.2%).

TOTAL OUTSTANDING SHARES COMMON STOCK:  485,500 common shares


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   No officer,  director, or affiliate of the Company has any direct or indirect
material  interest in any asset  proposed to be acquired by the Company  through
security holdings, contracts, options, or otherwise.

     The Company has adopted a policy under which any consulting or finder's fee
that may be paid to a third party or affiliate for consulting services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock or in cash.  Any such  issuance of stock would be made on an ad hoc basis.
Accordingly,  the Company is unable to predict  whether or in what amount such a
stock issuance might be made.

    Although  there is no current  plan in  existence,  it is possible  that the
Company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

                                       24
<PAGE>


Item 13 - Exhibits and Reports on Form 8-K
- - - ------------------------------------------

(a)     No Exhibits are filed with this Annual Report.

(b)     Reports on Form 8-K

Item 14.  Principal Accountant Fees and Services

General.  Michael  Johnson & Co., LLC,  CPAs ("MJC") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the provisions of audit services is compatible  with  maintaining  MJC's
independence.


         Audit Fees. MJC is billing the Company $5,500 for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended April 30, 2002, April 30, 2003 and April 30, 2005 and
review of the interim financial statements included in quarterly reports on Form
10-QSB for the periods ended July 31, 2002, October 31, 2002, January 31, 2003,
July 31, 2003, October 31, 2003, January 31, 2004 and July 31, 2004.

         There were no audit related fees in 2002, 2003 or 2004. There were no
tax fees or other fees in 2002, 2003 or 2004 paid to Auditors or Auditors
affiliates.

         The Company's Board acts as the audit committee and had no
"pre-approval policies and procedures" in effect for the auditors' engagement
for the audit year 2002, 2003 and 2004.

         All audit work was performed by the auditors' full time employees.


                                       25



<PAGE>

                               DYNADAPT SYSTEMS, INC.

                                    FORM 10-K

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditors Report- Michael Johnson & CO                                        F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Cash Flow                                                      F-4

Statements of Stockholders'                                                  F-5

Notes to Financial Statements                                          F-6 - F-8





<PAGE>

                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                        For the Year Ended April 30, 2005






<PAGE>






JASPERS + HALL, pC
CERTIFIED pUBLIC aCCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


             REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Dynadapt System, Inc.
Denver, CO

We have  audited the  accompanying  balance  sheet of Dynadapt  System,  Inc. (a
Development  Stage Company) as of April 30, 2005, 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.
We did not audit the related  statements  of  operations,  stockholders'  equity
(deficit) and cash flows of Dynadapt  System,  Inc. from  inception to April 30,
2005.  Those  statements  were audited by other  auditors  whose report has been
furnished to us, and our opinion,  insofar as it relates to the amounts included
for periods prior to April 30, 2005, is based solely on the report of such other
auditors.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States) per  standard  No. 1 of the PCAOB
standards.  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 provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Dynadapt System,  Inc. as of
June 30,  2005,  and the results of its  operations  and cash flows for the year
then ended in conformity with accounting  principles  generally  accepted in the
United States.

The financial statements for the year ended April 30, 2004 were audited by other
accountants,  whose  report,  dated October 12, 2004,  expressed an  unqualified
opinion on those  statements.  They have not performed  any auditing  procedures
since that date.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As discussed in Note 3, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern  unless  it is  able to  generate  sufficient  cash  flows  to meet  its
obligations  and sustain its operations.  Management's  plans in regard to these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


Jaspers + Hall, PC
Denver, Colorado
October 11, 2005

/s/Jaspers + Hall, PC


<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEM, INC.
                         (A Development Stage Company)
                                 Balance Sheets
                                    April 30

                                                                                             2005                  2004
                                                                                          ------------         -------------
<S>                                                                                       <C>                  <C>

ASSETS:

   Current Assets:
      Cash                                                                                    $ -                  $ -
      Accounts Receivable                                                                       -                    -
                                                                                          ------------         -------------

Total Current Assets                                                                            -                    -
                                                                                          ------------         -------------

TOTAL ASSETS                                                                                  $ -                  $ -
                                                                                          ============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY:
    Current Liabilities:
         Accounts payable                                                                   $ 16,325              $ 16,325
         Notes payable - Stockholder                                                           4,550                 4,550
                                                                                          ------------         -------------

Total Current Liabilities                                                                     20,875                20,875
                                                                                          ------------         -------------

 Stockholders' Equity (Deficit):
    Common stock, $.0001 par value, 100,000,000 shares                                            48                    48
        authorized, 485,500 shares issued and outstanding
        as of April 30, 2005 and 2004
    Additional Paid-In Capital                                                                23,506                23,506
    Deficit accumulated during the
      development stage                                                                      (44,429)              (44,429)
                                                                                          ------------         -------------

Total Stockholders' Equity (Deficit)                                                         (20,875)              (20,875)
                                                                                          ------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                              $ -                   $ -
                                                                                          ============         =============

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEM, INC.
                         (A Development Stage Company)
                            Statements of Operations


                                                                     Year ended                       April 30, 1998
                                                                      April 30,                       (Inception) to
                                                               2005                  2004              April 30, 2005
                                                               ----                  ----              --------------
<S>                                                        <C>                  <C>                  <C>

Revenue:
    Miscellaneous Income                                       $ -                    $ -                 $ -
                                                           -------              ---------            --------
Total Income                                                     -                      -

Costs and Expenses:
     Consulting                                                  -                      -              17,830
     Accounting & Legal                                          -                 19,685              25,935
     Office Expense                                              -                      4                 442
     Bank Charges                                                -                      -                 410
                                                           -------              ---------            --------
Total Expenses                                                   -                 19,689              44,617
                                                           -------              ---------            --------
Net Loss From Operations                                         -                (19,689)            (44,617)
                                                           -------              ---------            --------
Other Income
     Interest Income                                             -                      -                 188
                                                           -------              ---------            --------
Net Loss                                                       $ -              $ (19,689)           $(44,429)

                                                           =======              =========            ========
Per Share Information:

     Weighted average number
     of common shares outstanding                          485,500                485,500
                                                           =======              =========
Net Loss per common share                                  *                      $ (0.01)
* Less than $.01
                                                           =======              =========
The accompanying notes are an integral part of theses financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEMS, IC.
                         (A Devleopment Stage Company)
                  Statements of Stockholders' Equity (Deficit)
                                 April 30, 2005


                                                                                                          Deficit
                                                   COMMON STOCKS                  Additional           Accum. During        Total
                                                                                    Paid-In             Development   Stockholders'
                                            # of Shares         Amount              Capital                Stage            Equity
                                            -----------         ------              -------                -----            ------

<S>                                              <C>                 <C>              <C>                    <C>          <C>


Issuance of Stock for Services                   250,000             $ 25                  $ -                     $ -         $ 25

Issuance of Stock for Cash                       233,000               23               23,277                       -       23,300

Issuance of Stock for Cash                         2,500                -                  229                       -          229

Net Loss for Period                                    -                -                    -                  (8,016)      (8,016)
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 1999                         485,500               48               23,506                  (8,016)      15,538
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                 (15,706)     (15,706)
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 2000                         485,500               48               23,506                 (23,722)        (168)
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                    (120)        (120)
                                                 -------             ----             --------               ---------    ----------
Balance -  April 30, 2001                        485,500               48               23,506                 (23,842)        (288)
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                    (898)        (898)
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 2002                         485,500               48               23,506                 (24,740)      (1,186)
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                       -            -
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 2003                         485,500               48               23,506                 (24,740)      (1,186)
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                 (19,689)     (19,689)
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 2004                         485,500               48               23,506                 (44,429)     (20,875)
                                                 -------             ----             --------               ---------    ----------
Net Loss for Year                                      -                -                    -                       -            -
                                                 -------             ----             --------               ---------    ----------
Balance - April 30, 2005                         485,500             $ 48             $ 23,506               $ (44,429)   $ (20,875)
                                                 =======             ====             ========               =========    ==========
The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                             DYNADAPT SYSTEM, INC.
                         (A Devleopment Stage Company)
                            Statements of Cash Flows

                                Indirect Method

                                                                                      Year ended                   April 30, 1998
                                                                                        April 30,                    (Inception) to
                                                                             2005                   2004              April 30, 2005
                                                                             ----                   ----              --------------
<S>                                                                           <C>                <C>                      <C>

Cash Flows from Operating Activities:

     Net Loss                                                                 $ -                $ (19,689)               $ (44,429)
     Stock issued for services                                                  -                       -                        25
     Adjustments to reconcile net loss to net cash used
        by operating activities:
     Decrease in Accounts Receivable                                            -                        4                        -
     Increase in Accounts Payable                                               -                   15,935                   16,325
                                                                              -----              ---------                ----------
Net Cash Used by Operating Activities                                           -                   (3,750)                 (28,079)

Cash Flows from Financing Activities:
     Proceeds from notes payable                                                -                    3,750                    4,550
     Proceeds from stock issuance                                               -                       -                    23,529
                                                                              -----              ---------                ----------
Net Cash Used for Financing Activities                                          -                    3,750                   28,079
                                                                              -----              ---------                ----------
Net Increase in Cash & Cash Equivalents                                         -                       -                         -

Beginning Cash & Cash Equivalents                                               -                       -                         -
                                                                              -----              ---------                ----------
Ending Cash & Cash Equivalents                                                $ -                     $ -                       $ -
                                                                              =====              =========                ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                   $ -                     $ -                      $ 20
                                                                              =====              =========                ==========
     Cash paid for Income Taxes                                               $ -                     $ -                       $ -
                                                                              =====              =========                ==========
NON-CASH TRANSACTIONS
     Stock issued for services                                                $ -                     $ -                       $ 25
                                                                              =====              =========                ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>



                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2005


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:

The Company was  incorporated on April 30, 1998,  under the laws of the state of
Colorado.  The Company is in the  development  stages and was  organized for the
purpose of Internet Acquisitions. The Company's fiscal year end is April 30.

Basis of Presentation - Development Stage Company:

The Company  has not earned any  significant  revenues  from  limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise" as set forth in Financial  Accounting
Standards Board  Statement No. 7 ("SFAS 7"). Among the  disclosures  required by
SFAS 7 are that the Company's  financial  statements be identified as those of a
development stage company,  and that the statements of operation,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States.

Cash and Cash Equivalents:

The Company  considers all highly  liquid debt  instruments,  purchased  with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

The  preparation  of  financial   statements,   in  conformity  with  accounting
principles generally accepted in the United States,  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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the  weighted  average  number  of common  shares
outstanding during the period.

Fair Value of Financial Instruments:

The carrying amount of cash is considered to be representative of its fair value
because of the short-term nature of this financial instrument.





<PAGE>





                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2005


Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Note 2 - Federal Income Taxes:
-----------------------------

The Company has made no provision  for income taxes  because  there have been no
operations to date causing income for financial statements or tax purposes.

The  Financial  Accounting  Standards  Board  (FASB)  has  issued  Statement  of
Financial Accounting  Standards Number 109 ("SFAS 109").  "Accounting for Income
Taxes",  which  requires  a change  from the  deferred  method  to the asset and
liability  method of accounting for income taxes.  Under the asset and liability
method,  deferred  income  taxes  are  recognized  for the tax  consequences  of
"temporary  differences" by applying  enacted  statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

                                                        2005            2004
                                                        ------          ----

Deferred tax assets
         Net operating loss carryforwards            $  44,429      $ 44,429
         Valuation allowance                           (44,429)     (44,429)
                                                     -----------    ----------
         Net deferred tax assets                     $       0      $      0
                                                     ============== ============

At April 30, 2005, the Company had net operating loss  carryforwards  of $44,429
for federal income tax purposes.  These  carryforwards if not utilized to offset
taxable income will begin to expire in 2010.

Note 3 - Going Concern
----------------------

The Company's financial  statements have been prepared on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The  Company is in the  development  stage and has not earned any  revenue  from
operations.  The  Company's  ability to continue as a going concern is dependent
upon its  ability  to develop  additional  sources of capital or locate a merger
candidate  and  ultimately,  achieve  profitable  operations.  The  accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.  Management is seeking new capital to revitalize
the Company.

Note 4 - Capital Stock Transactions:
-----------------------------------

The  authorized  capital  stock of the Company is  100,000,000  shares of common
stock at $.0001 par value.  During the period ended April 30, 2005,  the Company
issued no shares of common stock.


<PAGE>


                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2005


Note 5 - Segment Information:
----------------------------

Dynadapt System,  Inc.  operates  primarily in a single operating  segment,  the
acquisition of Internet Businesses.

Note 6 - Related Party Transactions:
----------------------------------

Note Payable - Stockholder

This is a  non-interest  bearing  note for funds  advanced by a  shareholder  to
facilitate the payment of debts.

Note 7 - Financial Accounting Developments:
------------------------------------------

Recently issued Accounting Pronouncements

In February 2003, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
Both  Liabilities  and Equity".  The  provisions  of SFAS 150 are  effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
are effective at the beginning of the first interim period  beginning after June
15, 2003,  except for mandatory  redeemable  financial  instruments of nonpublic
entities.  The  Company  has not  issued  any  financial  instruments  with such
characteristics.

In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  "Consolidation  of Variable  Interest  Entities"  (FIN No.  46R),  which
addresses  how  a  business  enterprise  should  evaluate  ,  whether  it  has a
controlling  financial  interest  in an entity  through  means other than voting
rights and accordingly  should consolidate the entity. FIN No. 46R replaces FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities",  which was
issued in January  2003.  Companies  are  required  to apply FIN 46R to variable
interests in variable interest entities ("VIE") created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004 the  interpretation
is applied  beginning  January 1, 2005.  For any VIEs that must be  consolidated
under FIN No.  46R that  were  created  before  January  1,  2004,  the  assets,
liabilities and  non-controlling  interests of the VIE initially are measured at
their carrying  amounts with any difference  between the net amount added to the
balance sheet and any previously  recognized  interest  being  recognized as the
cumulative effect of an accounting  change. If determining the carrying value is
not  practicable,  fair value at the date FIN No. 46R first  applies may be used
measure the assets,  liabilities  and  non-controlling  interest of the VIE. The
Company does not have any interest in VIEs.

In December  2004,  the FASB issued SFAS No. 123R  (revised  2004)  "Share-Based
Payment"  which amends FASB  Statement  No. 123 and will be effective for public
companies  for  interim  or annual  periods  beginning  June 15,  2005.  The new
statement  will require  entities to expense  employee  stock  options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified  prospective  transition method, a variation of the modified transition
method or the  modified  retrospective  transition  method.  The  Company  is to
evaluate how it will adopt the standard and the  evaluation  the effect that the
adoption  of SFAS  123R will  have on the  financial  position  and  results  of
operations.





<PAGE>




                              DYNADAPT SYSTEM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 April 30, 2005

Note 7 - Financial Accounting Developments (Cont):
------------------------------------------------

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, an amendment
of ARB No. 43,  Chapter  4." The  statement  amends the  guidance in ARB No. 43,
Chapter 4, Inventory Pricing,  to clarify the accounting for abnormal amounts of
idle facility expense,  freight,  handling costs and wasted material (spoilage).
Paragraph  5 of ARB No.  43,  Chapter  4  previously  stated  that  "under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight  and  rehandling  costs may be so abnormal  as to require  treatment  as
current period charges". SFAS No. 151 requires that those items be recognized as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal".  In  addition,  this  statement  requires  that  allocation  of fixed
production overhead to the costs of conversion be based on the prospectively and
are effective for inventory  costs incurred  during fiscal years beginning after
June 15, 2005, with earlier  application  permitted for inventory costs incurred
during  fiscal years  beginning  after the date this  Statement  is issued.  The
adoption  of SFAS No.  151 does not have an  impact on the  Company's  financial
position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets,
an  amendment  of APB  Opinion  No.  23. The  guidance  in APB  opinion  No. 29,
Accounting  for  Non-monetary  Transactions,  is  based  on the  principle  that
exchange  of  non-monetary  assets  should be  measured on the fair value of the
assets  exchanges.  The  guidance in that  Opinion,  however,  included  certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception for non-monetary  exchanges of similar  productive  assets that do not
have commercial substance. A non-monetary has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange.  SFAS No. 153 is effective  for  non-monetary  exchanges  occurring in
fiscal  periods  beginning  June 15,  2005.  The adoption of SFAS No. 153 is not
expected to have an impact on the  Company's  financial  position and results of
operations.

<PAGE>


                                   Signatures

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                    Dynadapt Systems, Inc.

Date:   January 9, 2005                              By:/s/ Wesley F. Whiting
       ------------------                            -------------------------
                                                    Wesley F. Whiting, President


        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: January 9, 2005            By:/s/Wesley F. Whiting
       --------                ----------------------------------------
                               Wesley F. Whiting, President and Director


Date: January 9, 2005            By:/s/Reginald T. Green
       --------                -----------------------------------------
                                Reginald T. Green, Secretary and Director