TABLE OF CONTENTS



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|PART I.           |                                                             |                                                                                             |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS                                |                                                                                             |    | 3    |  
|                  |                                                             | Unaudited Balance Sheet as of June 30, 2005                                                 |    |      | 4 | 
|                  |                                                             | Unaudited Statement of Operations for the three and six months ended June 30, 2005 and 2004 |    |      | 5 | 
|                  |                                                             | Unaudited Statement of Cash Flows for the six months ended June 30, 2005 and 2004           |    |      | 6 | 
|                  |                                                             | Notes to Unaudited Financial Statements                                                     |    |      | 8 | 
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|                  | ITEM 2.
MANAGEMENT'S PLAN OF OPERATION                      |                                                                                             |    | 16   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES                             |                                                                                             |    | 20   |  
|PART II.          |                                                             |                                                                                             |    |     
|                  | ITEM 1. LEGAL PROCEEDINGS                                   |                                                                                             |    | 21   |  
|                  | ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES             |                                                                                             |    | 21   |  
|                  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                     |                                                                                             |    | 23   |  
|                  | ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |                                                                                             |    | 23   |  
|                  | ITEM 5. OTHER INFORMATION                                   |                                                                                             |    | 23   |  
|                  | ITEM 6.
EXHIBITS                                            |                                                                                             |    | 23   |  
|                  | SIGNATURES                                                  |                                                                                             |    | 24   |  
|INDEX TO EXHIBITS |                                                             |                                                                                             | 25 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                     
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation (incorporated by reference to the Company's Form 10-SB filed with the Securities
 and Exchange Commission on January 28, 1999                                                                                         
|3(ii)       | *        | By-Laws (incorporated by reference to the Company's Form 10-SB filed with the Securities and Exchange
 Commission on January 28, 1999)                                                                                                          
|10(i)       | *        | Debt Settlement Agreement dated August 27, 2003 between the Company and Bay Cove Capital Corporation
 (incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission
 on April 1, 2004               
|10(ii)      | *        | Acquisition Agreement with Planktos, Inc., dated August 10, 2005 (incorporated by reference to the Company's Form
                                    8-K filed with the Commission on August 19, 2005).                                        
|10(iii)     | *        | Acquisition Agreement with D2Fusion Inc., dated August 18, 2005 (incorporated by reference to the Company's Form
                                    8-K filed with the Commission on August 19, 2005).                                         
|14          | *        | Code of Ethics Adopted March 30, 2004 (incorporated by reference to the Company's Form 10-KSB filed with
 the Securities and Exchange Commission on April 1, 2004                                                                               
|31          | Attached | Certification of the Chief Executive Officer  and Chief Financial Officer pursuant to Rule 13a-15(e)
 and 15d-15(e)  of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section
 302 of the Sarbanes-Oxley Act of 200
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200                                                                

* Incorporated by reference to prior filings with the Securities and Exchange Commission.