TABLE OF CONTENTS



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|PART I.           |                                              |                                                                                                                                                                         |    |     
|                  | ITEM 1.
FINANCIAL STATEMENTS                 |                                                                                                                                                                         |    | 3    |  
|                  |                                              | Unaudited Interim Consolidated Balance Sheet as of June 30, 2004                                                                                                        |    |      | 4 | 
|                  |                                              | Unaudited Interim Consolidated Statement of Changes in Stockholders Equity (Deficit) for the period from Inception to June 30, 2004                                     |    |      | 5 | 
|                  |                                              | Unaudited Interim Consolidated Statement of Operationsfor the three and six months ended June 30, 2004 and 2003 and the period since Date of Inception to June 30, 2004 |    |      | 6 | 
|                  |                                              | Unaudited Interim Consolidated Statement of Cash Flows for the six months ended June 30, 2004 and 2003 and the period since Date of Inception to June 30, 2004          |    |      | 7 | 
|                  |                                              | Notes to Unaudited Interim Consolidated Financial Statements                                                                                                            |    |      | 8 | 
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|                  | ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS |                                                                                                                                                                         |    | 12   |  
|                  | ITEM 3.
CONTROLS AND PROCEDURES              |                                                                                                                                                                         |    | 16   |  
|PART II.          |                                              |                                                                                                                                                                         |    |     
|                  | ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K     |                                                                                                                                                                         |    | 17   |  
|                  | SIGNATURES                                   |                                                                                                                                                                         |    | 18   |  
|INDEX TO EXHIBITS |                                              |                                                                                                                                                                         | 19 |     

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                       
|----------- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation of the Company (incorporated by reference from the 10-SB filed with the Commission
 on December 31, 1999                                                                
|3(i)(b)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference from the 10-KSB filed with
 the Commission on April 9, 2003)                                                          
|3(i)(c)     | *        | Amended Articles of Incorporation of the Company (incorporated by reference from the 10-QSB filed with
 the Commission on November 17, 2003)                                                      
|3(ii)(a)    | *        | Bylaws of the Company (incorporated by reference from the 10-SB filed with the Commission on December
 31, 1999).                                                                                 
|3(ii)(b)    | *        | Amended Bylaws of the Company (incorporated by reference from the 10-QSB filed with the Commission on
 November 17, 2003)                                                                         
|10(i)       | *        | Stock Exchange Agreement dated April 25, 2003 between the Company and OpenLimit Holding AG. (incorporated
 by reference with the 8-K filed with the Commission on May 5, 2003)                    
|10(ii)      | *        | Debt Settlement Agreement dated December 19, 2002 between the Company and Zmax Capital Corp. (incorporated
 by reference from the 10-KSB filed with the Commission on April 9, 2003)              
|10(iii)     | *        | Debt Settlement Agreement dated December 19, 2002 between the Company and Shafiq Nazerali (incorporated
 by reference from the 10-KSB filed with the Commission on April 9, 2003)                 
|10(iv)      | *        | Debt Settlement Agreement dated December 19, 2002 between the Company and Zmax Capital Corp. (incorporated
 by reference from the 10-KSB filed with the Commission on April 9, 2003)              
|10(v)       | *        | Debt Settlement Agreement dated December 19, 2002 between the Company and Shafiq Nazerali (incorporated
 by reference from the 10-KSB filed with the Commission on April 9, 2003)                 
|10(vi)      | *        | Subscription Agreement dated April 18, 2003 between the Company and Affaires Financieres S.A. (incorporated
 by reference from the 10-QSB filed with the Commission on May 14, 2003)              
|14          | *        | Code of Ethics adopted March 1, 2004 (incorporated by reference from the 10-QSB filed with the Commission on May 14, 2003).                                                                       
|31(a)       | Attached | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31(b)       | Attached | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act
 of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32(a)       | Attached | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002                                             
|32(b)       | Attached | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002                                             

* Disclosures submitted to the Commission in previous filings.