SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB/A

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                        COMMISSION FILE NUMBER 000-24977

                   KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.

               (Exact Name of Registrant as Specified in Charter)

         Florida                                            65-1053546
-------------------------------                     ----------------------------
(State or other jurisdiction of                     (I.R.S. Employer ID. Number)
incorporation or organization)

5200 NW 33rd Avenue, Suite 215
Ft. Lauderdale, FL                                           33309
-------------------------------                            ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (954) 938-8010
                                                     --------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:

                     Common Stock, par value $.005 per share
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
ninety (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 if no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB. [ ]

Issuer's revenues for the most recent fiscal year were $56,515

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $12,385 on March 24, 2005 based upon the latest
published average bid price at the close of the market on March 24, 2005, the
most recently available bid date for the Registrant's Common Stock.

The approximate number of shares outstanding of the Registrant's common stock on
March 24, 2005 was 3,625,655.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>
                                     PART I

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-KSB for Kirshner
Entertainment & Technologies, Inc. (the "Company," "we" or "us") constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange
Act. Such statements include, but are not limited to statements about (a) our
growth strategies, (b) anticipated trends in our industry, (c) our future
financing plans and (d) management's expectations and objectives regarding our
future financial position and operating results. These statements are subject to
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward
looking statements. Some of these risks and uncertainties are defined in
"Management's Discussion and Analysis or Plan of Operation - Risk Factors" on
page 11 of this Form 10-KSB.

We caution readers that these forward-looking statements speak only as of the
date hereof. We hereby expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any such statements to reflect any
change in our expectations or any changes in events, conditions or circumstances
on which such statements are based.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

As of December 31, 2004, we have one operating subsidiary, Aerisys Incorporated,
a Florida corporation which is comprised of the Aerisys Intelligent
Community(TM) services. During fiscal 2003, we had two divisions: our
Entertainment Division and our Technology Division. Effective as of March 31,
2003, we decided to discontinue our Entertainment Division and our Technology
Division, except for the Aerisys operations that continue on a limited basis.
See "Business - Inactive and Discontinued Operations" on page 5.

AERISYS INTELLIGENT COMMUNITY SCHOOLS

We market and sell the Aerisys Intelligent Community(TM) to schools. The Aerisys
Intelligent Community(TM ) is a web-based software program and private,
browser-based intranet that allows schools to collaborate with parents and
faculty each day on classroom homework, assignments, critical dates, team
priorities and school news in a private forum. The network is branded to a
private logo and color scheme for each school and Aerisys hosts the community
for the schools. Parents can receive private or group messages from teachers and
administrators, and schools are able to reduce paper costs.

As of December 31, 2004, we had six customers under multi-year contracts.

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SALES AND MARKETING

During fiscal 2004, Aerisys targeted K-12 private and parochial schools because
these schools had tuition payments that made our parent-based fee structure
logical. Additionally, these schools typically are autonomous entities, able to
make decisions and change technology without the review of a school board. We
intend to follow the same marketing strategy in fiscal 2005.

COMPETITION

The market for providing private, branded intranets to schools is competitive.
Our current and potential competitors include companies that are well
established both in the technology marketplace and the school arena. Our
competitors include companies such as Apple Computer with their Powerschool
solution and eChalk. Additionally, many schools have their own computer staff
and they may choose to develop and maintain their own Intranet web site. We
expect that it will be quite common for a company that offers or provides basic
website development services to offer schools a customized solution that
encompasses homework online and other similar features to the Aerisys
Intelligent Community(TM) for Schools.

We further expect that as the suppliers of other school products realize the
market potential of school intranets, they may develop a solution to compete
with ours. We expect that these current and future competitors will compete on
price and service. If we are unable to compete, we may be required to cease
operations entirely.

INACTIVE OPERATIONS

We formed our entertainment division in June 2003 and hired Donald Kirshner to
serve as our Chief Executive Officer. After Mr. Kirshner resigned as Chief
Executive Officer on October 7, 2003, we conducted a search for a new Chief
Executive Officer but were unable to locate a viable candidate for the position.
Accordingly, we discontinued all operations in our Entertainment Division in
March 2003.

We believe that we purchased the right to use Donald Kirshner's name and
likeness for a two-year period by entering into the employment agreement with
Mr. Kirshner. We are not certain if Mr. Kirshner agrees with our position.
Accordingly, that right will expire in May 2005.

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<PAGE>

HISTORY

We were incorporated in the state of Colorado on December 11, 1996. From our
inception through December 28, 1999, we were involved in the business of
acquiring, developing and operating oil and gas properties. On December 28,
1999, Philip Davis and John Lee, our founders and principal shareholders, sold
60% of our issued and outstanding common stock to HBOA.Com, Inc., a District of
Columbia corporation ("HBOA-DC"). Pursuant to this stock sale, there was a
change in our business and management team. We began to focus on HBOA's
business, which was related to the sale of products and services to the owners
of home based businesses through its Internet web site.

On May 31, 2000, HBOA-DC was merged with and into our wholly owned subsidiary,
HBOA.Com, Inc., a Florida corporation ("HBOA-FL"). In June 2000, we began to
develop our application service provider business, in addition to HBOA's web
site. On November 10, 2000, our shareholders approved our proposal to change our
name from Mizar Energy Company to HBOA Holdings, Inc. and to change our state of
incorporation from Colorado to Florida. In May 2001, we received a membership
interest in PARIS Health Services, Ltd., which investment was restructured as an
interest in a limited liability company in January 2002. Due to its financial
difficulties, PARIS discontinued operations in the fourth quarter of 2003 and we
recorded a loss of approximately $258,000.

Effective as of July 18, 2003, we changed our name to Kirshner Entertainment &
Technologies, Inc. This change was approved by our Board of Directors and a
majority of our shareholders effective as of June 9, 2003. We have one operating
subsidiary, Aerisys Incorporated.

EMPLOYEES

As of December 31, 2004, we had one-part time employee and no full-time
employees. Our part time employee provides technical services and support to our
Aerisys customers. Gary Verdier, our Chief Executive Officer and Chairman, and
Harvey Judkowitz, our Chief Financial Officer, also provide their services to
our Company on a limited basis.

ITEM 2. DESCRIPTION OF PROPERTY

We utilize approximately 560 square feet of office space at 5200 NW 33rd Avenue,
Suite 215, Ft. Lauderdale, Florida. This office space is provided to our company
on a rent-free basis by Dundas Systems, Inc., a company that is owned by Gary
Verdier, our Chief Executive Officer and majority shareholder. Dundas Systems
leases the office space from an unrelated third party.

We believe that these facilities are in substantial compliance with
environmental laws and regulations, and adequately covered by insurance. We also
believe that the leased facility is not unique, and could be replaced, if
necessary.

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ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material litigation presently pending nor, to the best
knowledge of the Company, have any such proceedings been threatened, except as
follows.

We entered into an employment agreement with Donald Kirshner in May 2003. Mr.
Kirshner resigned from our Company, effective as of October 7, 2003. Although
Mr. Kirshner had resigned, we believed that we had purchased the rights to use
his name for a period of two years, expiring in May 2005. We do not know if Mr.
Kirshner agrees with this position and he could commence litigation against us
relating to our use of his name.

In January 2004, the SEC commenced an informal inquiry of our Company. At this
time the company has not received any further information on this matter and are
therefore uncertain of the status of the SEC's informal investigation.

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

We did not hold any shareholder meetings in the fourth quarter of fiscal 2004.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock began trading on the OTC Bulletin Board on October 5, 2000
under the symbol "MIZR". In November 2000, we changed our symbol to "HBOA" and
in July 2003, we changed our symbol to "KSHR." The following are high and low
bid quotations on the OTC Bulletin Board for the annual periods shown, which we
obtained from the OTC Bulletin Board at www.otc.com. Such prices represent
quotes or prices between dealers in securities and do not include retail
markups, markdowns or commissions and may not represent actual transactions.

                                      HIGH                  LOW
PERIOD                                BID*                  BID*
-----------------------------------------------------------------
January 1, 2005-
March 24, 2005                        $.06                 $.009

First Quarter 2004                    $.085                $.02
Second Quarter 2004                   $.06                 $.01
Third Quarter 2004                    $.02                 $.003
Fourth Quarter 2004                   $.02                 $.002

First Quarter 2003                    $.07                 $.035
Second Quarter 2003                   $.17                 $.06
Third Quarter 2003                    $.24                 $.11
Fourth Quarter 2003                   $.17                 $.016

HOLDERS

As of March 24, 2005, we had approximately 245 holders of record of our common
stock. These numbers do not include an indeterminate number of shareholders
whose shares may be held by brokers in street name.

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<PAGE>

DIVIDEND POLICY

We have never paid cash dividends on our common stock. Payment of dividends will
be within the sole discretion of the Company's Board of Directors and will
depend, among other factors, upon earnings, capital requirements and the
operating and financial condition of the Company. At the present time, our
anticipated financial capital requirements are such that we intend to follow a
policy of retaining earnings in order to finance the development of our
business.

SHARES ISSUED DURING FISCAL 2004

Effective as of July 24, 2003, Dundas Systems, Inc. agreed to convert its
$570,000 loan into 7,702,702 shares of our common stock at a conversion price of
$0.07 per share. We issued these shares to Dundas Systems in May 2004 in
reliance upon Section 4(2) of the Securities Act, because Dundas Systems was
knowledgeable, sophisticated and had access to comprehensive information about
us.


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<PAGE>

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

OVERVIEW

During fiscal 2004, our only operating business was the Aerisys Intelligent
Community services division.

RESULTS OF OPERATION

We were a development stage company during our first five years of operations,
from December 11, 1996 through December 31, 2001. Beginning on January 1, 2002,
we were no longer considered to be a development stage company. Sales, net of
returns, were $79,089 during fiscal 2004, compared to sales, net of returns,
were $56,515 during fiscal 2003, or an increase of approximately 40%. This
increase is attributable to the increase in one contract, and the addition of
one client. In fiscal 2004 and 2003 all of our sales were generated from the
Aerisys Intelligent Community(TM) to schools.


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<PAGE>

Total expenses decreased to $108,233 during fiscal 2004 compared to total
expenses of $1,140,809 in fiscal 2003, or a decrease of 92%. Total expenses
consisted of salaries, consulting fees, professional fees, insurance, marketing
and advertising, rent, general and administrative expenses and depreciation. The
decrease was due to our having only one operating business, the Aerisys
division.

We had a loss from operations of $80,135 during fiscal 2004 compared with a
loss from operations of $1,084,294 during fiscal 2003 as a result of reduced
expenses due to our having only one operating business.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2004, we had cash on hand of $18,549. Because we have limited
capital, we may not be able to continue our business operations and are actively
searching for other sources of capital.

As of March 24, 2005, we effected a reverse split of our issued and outstanding
common stock on a 1 for 10 basis. Management believed that such restructuring
might assist the Company in obtaining equity and/or debt financing or attracting
potential acquisition candidates. As of the date of this Report, we have no
current definitive agreements, arrangements or understandings with any third
party/parties concerning such matters. We also believe that having the smaller
number of shares outstanding may contribute to the development of a sustained
trading market for our shares. Further, no assurances are given that the price
per share of the Company's common stock post-split will remain at or above its
post-split share price; often, when reverse stock splits are undertaken, the
share price of the subject issuer falls below the initial post-stock split share
price. In the event a transaction is not consummated with any party, we will
require substantial additional capital to continue our Aerysis business, the
availability of which no assurances are given. We have no current agreements,
arrangements or understandings for financing. In the event that a material
financing or other transaction is not effected shortly after the reverse split,
we may have no alternative but to cease operations.

Our total current liabilities were $411,236 as of December 31, 2004, a increase
of $8,145 from fiscal 2003. Additionally, deferred income decreased to $44,604
as of December 31, 2004 compared to $49,776 on December 31, 2003. Because we
have multi-year contracts with several of our schools for the Aerisys
Intelligent Community, we must defer revenue until the year that the services
are provided.


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<PAGE>

We have incurred net losses of $29,144 and $1,358,345 for the years ended
December 31, 2004 and 2003, respectively. These conditions raise substantial
doubt about our ability to continue as a going concern. Management intends to
keep its operating costs a minimum during the next fiscal year a quarter while
it pursues possible financing while it seeks potential acquisition candidates,
the success of which cannot be assured.

At the present time, we do not have any extensive capital commitments, other
than certain operating costs, including but not limited to legal fees,
accounting fees and transfer agent fees. We do not plan on making any new
purchases of plant or equipment and any hiring of additional employees during
the next twelve-month period.

RISK FACTORS

In evaluating our business, the following risk factors should be considered:

WE HAVE SIGNIFICANT WORKING CAPITAL NEEDS AND IF WE ARE UNABLE TO OBTAIN
ADDITIONAL FINANCING, WHEN NEEDED, WE MAY NOT HAVE SUFFICIENT CASH FLOW TO RUN
OUR BUSINESS

As of December 31, 2004, we had cash of hand of $18,549. Due to our continuing
severe liquidity constraints, we have not been able to engage in any meaningful
operations. Our only source of revenues, Aerisys Intelligent Community(TM)
("Aerysis"), has limited operations and generates minimal revenues. We have not
been able to expend any meaningful funds on expanding the business of Aerisys.
Further, we have shareholder loans and other debts that we are unable to pay
without raising additional capital from investors, the availability and success
of which is doubtful under the current conditions. Our current Chief Executive
Officer, Chairman and majority shareholder, Gary Verdier, has been providing
funding to the Company. Mr. Verdier has indicated that he will not continue to
provide any funding to the Company after the current fiscal quarter ending March
31, 2005 and the Company may be required to file a petition for Chapter 11 or
enter into some other type of liquidation or reorganization proceedings if it
could not locate other sources of capital. Without additional shareholder loans
and with no current ability to attract any investment capital, the Company's
future business prospects are bleak and we may have no alternative but to cease
operations.

WE PROBABLY WILL NOT GENERATE SIGNIFICANT REVENUES IN FISCAL 2005

During fiscal 2005, we expect to only generate minimal revenues from the sale of
our Aerisys Intelligent Community to schools. As of December 31, 2004, we had
contracts with five private schools. However, there can be no assurances that we
will obtain contracts to provide services at other schools or that we will
generate material revenues from these agreements.

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<PAGE>

WE HAVE A HISTORY OF OPERATING LOSSES, A GOING CONCERN QUALIFICATION AND EXPECT
TO INCUR FUTURE LOSSES

We have a net loss of $29,144 for the fiscal year ended December 31, 2004. The
footnotes to our financial statements for the twelve months ended December 31,
2004 include an explanatory paragraph relating to the uncertainty of our ability
to continue as a going concern, which may make it more difficult for us to raise
additional capital. We do not anticipate that we will earn a profit, during the
2005 fiscal year, due, in part to our inability to generate revenue to cover our
operating costs.

THE MARKET WE SERVE IS HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE MUCH
GREATER RESOURCES

The market for providing private, branded intranets to schools is competitive.
Our current and potential competitors include products that are developed
in-house by schools and companies that are well established both in the
technology marketplace and the school arena.

Many of our competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories, greater
name recognition and more established relationships in the industry than we do.
We cannot be sure that we will have the resources or expertise to compete
successfully in the future. Our competitors may be able to (1) more quickly
develop and expand their network infrastructure and service offerings; (2)
better adopt to new or emerging technologies and changing customer needs; (3)
negotiate more favorable licensing agreements with software application vendors;
(4) devote greater resources to the marketing and sale of their products and (5)
adopt more aggressive pricing polices.

THE GROWTH IN DEMAND FOR OUR AERISYS INTELLIGENT COMMUNITIES(TM) IS HIGHLY
UNCERTAIN

As of December 31, 2004, we have contracts with five schools, which are
multi-year contracts. However, it is difficult to predict if any additional
schools will want to purchase our product. The market for providing private,
branded intranets to K-12 schools is competitive. It is unclear if we will be
able to distinguish ourselves from our competitors. Our lack of operating
capital has prevented us from marketing our product and potentially increasing
our revenues in any material manner. As a result we do not expect any material
growth in demand for our product.

WE FACE RISKS RELATED TO INTELLECTUAL PROPERTY RIGHTS.

Our Aerisys operating subsidiary has internally developed technologies and other
intellectual property. Despite our precautions, it may be possible for a third
party to copy or otherwise obtain and use our intellectual property or trade
secrets without authorization. In addition, it is possible that others may
independently develop substantially equivalent intellectual property. If we do
not effectively protect our intellectual property, our business could suffer.

In the future, we may have to resort to litigation to enforce our intellectual
property rights, to protect our trade secrets, or to determine the validity and
scope of the proprietary rights of others. This type of litigation, regardless
of its outcome, could result in substantial costs and diversion of management
and technical resources.

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<PAGE>

We may receive in the future notices of claims of infringement of other parties'
proprietary rights. Infringement or other claims could be made against us in the
future. Any claims, with or without merit, could be time-consuming, result in
costly litigation and diversion of technical and management personnel, cause
product delays or require us to develop non-infringing technology or enter into
royalty or licensing agreements. Royalty or licensing agreements, if required,
may not be available on acceptable terms or at all. If a successful claim of
product infringement were made against us, it could have a material adverse
effect on our business.

DEPENDENCE ON CAPITAL FROM GARY VERDIER; POSSIBILITY OF CEASING OPERATIONS

We have received funding from Gary Verdier, our Chairman, beginning in 1999.
Since 1999, Mr. Verdier, and/or through Dundas Systems, has advanced an
aggregate of $1,181,365 to our Company, including $10,000 in the first quarter
of 2005. Mr. Verdier has indicated that he does not intend to continue funding
the Company after the first quarter of fiscal 2005. Without this capital, we
will need to obtain financing from other outside sources or seek an acquisition
candidate. There is no assurance that we can obtain any financing and/or locate
a viable acquisition candidate. In such event, we may have no choice but to
cease operations entirely.

OUR LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB

Because users of our web sites for our Intelligent Communities(TM) may
distribute our content to others, third parties might sue us for defamation,
negligence, copyright or trademark infringement, personal injury or other
matters. These types of claims have been brought, sometimes successfully,
against online services in the past. Others could also sue us for the content
that is accessible from our web site through links to other web sites or through
content and materials that may be posed by members in chat rooms or bulletin
boards.

RELIABILITY OF WEB SITES AND TECHNOLOGY; RISK OF CAPACITY CONSTRAINTS

The performance, reliability and availability of our web sites, systems and
network infrastructure will be critical to our business and our ability to
promote our business for our Intelligent Communities(TM) Our web sites are
hosted by a server owned and operated by a third party, limiting the extent to
which we will have control over, or the ability to cure, technical problems,
which may arise. Any systems problems that result in the unavailability of our
web sites or interruption of information or access of information to members
through the web sites would diminish their effectiveness as a means of promoting
our business.

If the volume of traffic on our web sites is greater than anticipated, we will
be required to expand and upgrade our web sites and related infrastructure.
Although we intend that our systems will be designed for scalability, the can be
no assurance that the systems will be fully scalable. Any inability to add
additional software and hardware to accommodate increased usage may cause
unanticipated systems disruptions and degradation in levels of service to
customers. There can be no assurance that we will be able to effectively upgrade
and expand our web sites in a timely manner or to integrate smoothly any newly
developed or purchased technology with its existing systems. Any inability to do
so would have a material adverse effect on our business, prospects, financial
condition and results of operations.

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<PAGE>

SECURITY RISKS

A party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our Internet operations. We
may be required to expend significant capital and resources to protect against
the threat of such security breaches or to alleviate problems caused by such
breaches. Consumer concern over Internet security has been, and could continue
to be, a barrier to commercial activities requiring consumers to send their
credit card information over the Internet. Computer viruses, break-ins, or other
security problems could lead to misappropriation of proprietary information and
interruptions, delays, or cessation in service to our Aerisys Intelligent
Community(TM) customers. Moreover, until more comprehensive security
technologies are developed, the security and privacy concerns of existing and
potential customers may inhibit the growth of the Internet as a communication
and merchandising medium.

GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES

We are not currently subject to direct federal, state, or local regulation, and
laws or regulations applicable to access to or commerce on the Internet, other
than regulations applicable to businesses generally. Due to the increasing
popularity and use of the Internet and other online services, however, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
"indecent" materials, freedom of expression, pricing, content and quality of
products and services, taxation, advertising, intellectual property rights and
information security.

The adoption of any such laws or regulations might also decrease the rate of
growth of Internet use, which in turn could decrease the demand for our products
and services or increase the cost of doing business or in some other manner have
a material adverse effect on our business, results of operations, and financial
condition. In addition, applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property
issues, taxation, libel, obscenity, and personal privacy is uncertain. The vast
majority of such laws was adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies. We do not believe that such
regulations, which were adopted prior to the advent of the Internet, govern the
operations of our business nor have any claims been filed by any state implying
that we are subject to such legislation. There can be no assurance, however,
that a state will not attempt to impose these regulations upon us in the future
or that such imposition will not have a material adverse effect on our business,
results of operations, and financial condition.

Several states have also proposed legislation that would limit the uses of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new laws intended to address these
issues, including some recently proposed changes, could create uncertainty in
the marketplace that could reduce demand for the services, increase the cost of
doing business as a result of litigation costs or increased service delivery
costs, or could in some other manner have a material adverse effect on our

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<PAGE>

business, results of operations, and financial condition. In addition, because
our services are accessible worldwide, and we facilitate sales of goods to users
worldwide, other jurisdictions may claim that we are required to qualify to do
business as a foreign corporation in a particular state or foreign country. We
are qualified to do business in Florida, and failure by us to qualify as a
foreign corporation in a jurisdiction where it is required to do so could
subject us to taxes and penalties for the failure to quality and could result in
our inability to enforce contracts in such jurisdictions. Any such new
legislation or regulation, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
material adverse effect on our business, results of operations, and financial
condition.

RAPID TECHNOLOGICAL CHANGE

The market in which Aerisys competes is characterized by frequent new product
introductions, rapidly changing technology, and the emergence of new industry
standards. The rapid development of new technologies increases the risk that
current or new competitors will develop products or services that reduce the
competitiveness and are superior to our products and services. The future
success of Aerisys will depend to a substantial degree upon their ability to
develop and introduce in a timely fashion new products and services and
enhancements to their existing products and services that meet changing customer
requirements and emerging industry standards. The development of new,
technologically advanced products and services is a complex and uncertain
process requiring high levels of innovation, as well as the accurate
anticipation of technological and market trends. There is a potential for
product development delay due to the need to comply with new or modified
standards. There can be no assurance that Aerisys will be able to identify,
develop, market, support, or manage the transition to new or enhanced products
or services successfully or on a timely basis, that new products or services
will be responsible to technological changes or will gain market acceptance, or
that these divisions will be able to respond effectively to announcements by
competitors, technological changes, or emerging industry standards. Our
business, results of operations, and financial condition would be materially and
adversely affected if Aerisys was to be unsuccessful, or to incur significant
delays in developing and introducing new products, services, or enhancements.

ADDITIONAL SHARES ELIGIBLE FOR FUTURE SALE

Our Articles of Incorporation authorize the issuance of up to 150 million shares
of common stock and 10 million shares of preferred stock. As of March 24, 2005,
we had 3,625,655 shares of our common stock issued and outstanding after giving
effect to the 1 for 10 reverse stock split effective that date and no shares of
preferred stock outstanding The issuance of additional shares of our common
stock or preferred stock is solely within the discretion of our Board of
Directors. The issuance of a substantial number of additional shares of common
or preferred stock will result in dilution to existing shareholders.

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<PAGE>

NO DIVIDENDS

We anticipate that earnings, if any, will be retained for the development of our
business and will not be distributed to shareholders as cash dividends. The
declaration and payment of cash dividends, if any, at some future time will
depend upon our results of operations, financial condition, cash requirements,
future prospects, limitations imposed by credit agreements or senior securities
and any other factors deemed relevant by our Board of Directors. The declaration
and payment of cash dividends, if at all, by our company will be at the
discretion of the Board of Directors.

INVESTMENT RISKS

No representation can be made regarding the future operations or profitability
or the amount of any future revenues, income or loss of our company. The success
of our Company is subject to many factors outside of our control, such as
general economic conditions, competition, and general conditions in the Intranet
and Entertainment markets. Prospective investors should be aware that they could
lose their entire investment in our Company. Even if we are successful in our
operations, there can be no assurance that investors will receive any cash
dividend or derive a profit or benefit from their investment. Our CEO, Gary
Verdier has indicated that he will not continue funding the Company after the
first quarter of 2005. Without that funding, we will be required to obtain other
financing and/or locate an acquisition candidate to be able to continue our
business No assurances are given that either will be available and/or possible.
In such event, we may be required to cease operations and investors could lose
their investment in the Company.

ABSENCE OF PUBLIC MARKET; RESTRICTIONS ON TRANSFERABILITY

Our shares presently trade on the OTC Bulletin Board. Securities trading on the
OTC Bulletin Board generally attract a smaller number of market makers and a
less active public market and may be subject to significant volatility. Factors
such as our ability to (i) generate revenues from our existing contracts and
locate new customers, (ii) to raise additional capital and (iii) other risk
factors described in this Annual Report on Form 10-KSB could have a material
effect on the price of our common stock.

ITEM 7. FINANCIAL STATEMENTS

The financial statements required by this item are set forth on pages F-1
through F-16 and are incorporated herein by this reference.

ITEM 8. CONTROLS AND PROCEDURES

During fiscal 2004 the Company did not file all of its required reports pursuant
to the Securities Exchange Act of 1934 on a timely basis, due in significant
part, to its lack of capital.

As required by SEC rules, our management (including the Chief Executive Officer
and the Chief Financial Officer) conducted an evaluation of the Company's
disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Exchange Act) within 90 days prior to the filing date of this annual
report as described in the Certifications in this report. Based on such
evaluation, the Company's Chief Executive Officer and Chief Financial

                                       14
<PAGE>

Officer concluded as of the date of such evaluation that the Company's
disclosure controls and procedures were effective in alerting them on a timely
basis to material information required to be included in the Company's reports
filed or submitted under the Exchange Act, particularly during the period in
which this Report was being prepared. There were no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of such evaluation.

                                       15

<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS

OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES

Our executive officers and directors as of March 1, 2005 together with their
ages and a brief description of their backgrounds are as follows:

NAME                       AGE          POSITION
----                       ---          --------
Gary Verdier               60           Chairman of the Board, CEO, President,
                                        Vice President, Secretary
                                        and Treasurer
Harvey Judkowitz           60           Chief Financial Officer and Director
George Williams            63           Director

Gary Verdier has served as our Chief executive Officer, President, Vice
President, Secretary, Treasurer and Director from December 28, 1999 -August
2000, February 21, 2001 - September 19, 2003 and November 31 through the present
date. For the past eight years, Mr. Verdier has been the President of Dundas
Systems, Inc., a $10 million a year business opportunity company with a strong
and consistent record of profitability. Mr. Verdier has conducted thousands of
seminars to home-based business owners throughout the United States.

Harvey Judkowitz has served as our Chief Financial Officer and Director since
August 2000- June 15, 2002 and June 6, 2003 through the present date. Mr.
Judkowitz currently serves as the CEO of UniPro Financial Services, Inc., a
diversified financial services company that files reports with the Securities
and Exchange Commission. Mr. Judkowitz has also conducted his own CPA practice
for the past eleven years. He currently serves as a director of the following
public companies: The Singing Machine Company, Inc., UniPro Financial Services,
Inc.; Webb Mortgage Depot, Inc., Capital First Corporation, and Intelligent
Motor Cars, Inc.

George Williams has served on our board of directors since January 2002. Dr.
Williams has been in the private practice of dentistry for the past thirty
years. He received a Doctor of Dental Surgery Degree in 1965 from the Medical
College of Virginia.

Directors serve until the next annual meeting of shareholders or until their
successors are elected and qualified. Officers serve at the discretion of the
Board of Directors.

                                       16
<PAGE>

DIRECTOR COMPENSATION

On January 3, 2004 the Board of Directors granted each director options to
purchase 10,000 shares of common stock at an exercise price of $1.00 per share.
The options expire five years from the date of grant. Also, on August 24, 2004
the Board of Directors granted each director options to purchase 10,000 shares
of common stock, at an exercise price of $0.15 per share. The options expire
five years from the date of grant.

CODE OF ETHICS
We have not yet adopted a Code of Ethics because we have been focusing on other
business matters. We intended to adopt a Code of Ethics at the Board meeting
following the filing of our Form 10-KSB for the fiscal year ended December 31,
2003 but did not. We intend to adopt a Code of Ethics in the second quarter of
2005.

BOARD COMMITTEES AND MEETINGS

The Board meets regularly during the year to review matters affecting our
Company and to act on matters requiring Board approval. It also holds special
meetings whenever circumstances require and may act by unanimous written
consent. During fiscal 2004, there were four meetings of the Board. All persons
who were serving as directors during fiscal 2004 attending at least 75% of the
aggregate of the meetings of the Board and committees of which they were
members.

In fiscal 2004, we had three standing committees: an Audit Committee, the
Executive Compensation/ Stock Option Committee and a Nominating Committee.

The Audit Committee assists the Board in fulfilling its oversight responsibility
relating to our financial statements and financial reporting process, the
qualifications independence and performance of our independent auditors, the
performance of our internal audit functions and our compliance with legal and
regulatory requirements. The Audit Committee held one meeting during fiscal
2004.

The Executive Compensation/Stock Option Committee considers and authorizes
remuneration arrangements for senior management and grants options under, and
administers our Year 2001 Equity Compensation Plan. The Executive
Compensation/Stock Option Committee did not hold any meetings during fiscal
2004.

The Nominating Committee reviews and assesses the composition of the Board,
assists in identifying potential new candidates for directors, including
nominees recommended to the Secretary of the Company in writing by stockholders,
and recommends candidates for election as Directors. The entire Board of
Directors serves as the Nominating Committee. The Nominating Committee did not
hold any meetings in fiscal 2004.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities and Exchange Act of 1934 requires executive
officers, directors and persons who own more than ten percent of a registered
class of a company's equity securities to file initial reports of beneficial
ownership and to report changes in ownership of those securities with the
Securities and Exchange Commission and the National Association of Securities
Dealers. They are also required to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely on a
review of the copies of Forms 3,4 and 5 furnished to the Company or written
representations that no other transactions were required, the Company has
determined that the pertinent officers, directors and principal shareholders
have complied with all applicable Section 16(a) requirements during fiscal 2004,
except as follows:

A Form 4 for Harvey Judkowitz reporting his April 2004 acquisition of 10,000
shares of common stock and a Form 4 reporting the August 2004 grant of an option
to acquire 10,000 shares of common stock were not timely filed. A Form 4 for
each of Gary Verdier and George Williams reporting the August 2004 grant of an
option to acquire 10,000 shares of common stock were not timely filed.

                                       17
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The Summary Compensation Table sets forth compensation paid by the Company to
Gary Verdier, our Chief Executive Officer during the three fiscal years ended
December 31, 2004, 2003 and, 2002 and Daniel Zipkin, our Chief Executive Officer
from September 19, 2003 through October 30, 2003. No other principal executive
officer received a total annual salary and bonus from the Company that exceeded
$100,000.

                      FISCAL    SALARY    BONUS   OTHER   STOCK     OPTIONS
NAME AND POSITION      YEAR                       COMP.
-----------------      ----     -----------------------------------------------
Gary Verdier(1)        2004     $     0      0      0       0     20,000
President and          2003           0      0      0       0        0
Director               2002           0      0      0       0        0

Harvey Judkowitz(2)    2004     $     0      0   $3,000   10,000  20,000
CFO and Director       2003           0      0      0       0        0
                       2002           0      0      0       0        0

Daniel Zipkin(3)       2004     $     0      0      0       0        0
                       2003     $   7,500    0      0       0        0
                       2002     $     0      0      0       0        0
----------
(1) Gary Verdier has served as our CEO and President from December 28, 1999
    -August 2000, February 21, 2001 - September 19, 2003 and October 31 through
    the present date. On August 24, 2004 the Board of Directors granted him an
    option to purchase 10,000 shares of common stock at an exercise price of
    $0.15. The option expires five years from the date of grant. On January 3,
    2004 the Board of Directors granted him an option to purchase 10,000 shares
    of common stock at an exercise price of $1.00 per share. The option expires
    five years from the date of grant.

(2) Mr. Judkowitz has served as our Chief Financial Officer and Director since
    August 21,2000. On April 1, 2004 the Board of Directors approved the
    issuance of 10,000 shares of the Company's common stock, registered under
    the Year 2000 Equity Compensation Plan, to Mr. Judkowitz as payment for time
    served as Interim Chief Financial Officer for the period July 6, 2003
    through April 1,2004 and for the previous period commencing August 2,000
    through June 15, 2002. On August 24, 2004 the Board of Directors granted him
    an option to purchase 10,000 shares of common stock at an exercise price of
    $0.15. The option expires five years from the date of grant. On January 3,
    2004 the Board of Directors granted him an option to purchase 10,000 shares
    of common stock at an exercise price of $1.00 per share. The option expires
    five years from the date of grant.

(3) Mr. Zipkin served as Chief Executive Officer from September 19, 2003 through
    October 30, 2003.

                                       18
<PAGE>

OPTION GRANTS

During the fiscal year ended December 31, 2004, the Board of Directors granted
each director options to purchase 10,000 shares of the Company's common stock
at an exercise price of $0.15 per share, for serving on the Board for the fiscal
year ending December 31, 2004.


FISCAL YEAR END OPTION VALUES

During fiscal 2004, our Named Executive Officers did not exercise any
outstanding options. The following table sets forth information as to the fiscal
year end value of unexercised options and warrants.
<TABLE>
<CAPTION>
                                              NUMBER OF SECURITIES UNDERLYING         VALUE OF UNEXERCISED IN-THE-MONEY
                  SHARES                   UNEXERCISED OPTIONS AT FISCAL YEAR END           AT FISCAL YEAR END
                  ACQUIRED
NAME              UPON EXERCISE                    EXERCISABLE/UNEXERCISABLE            EXERCISABLE/UNEXERCISABLE
----              -------------                    -------------------------            ------------------------
<S>                    <C>                               <C>                                       <C>
Gary Verdier           0                                 20,000                                    *

Harvey Judkowitz       0                                 69,000                                    *

George Williams        0                                 53,000                                    *
</TABLE>

----------
*   All unexercised options at year end were out-of-the-money.

EQUITY COMPENSATION PLANS

The following tables provides information about equity awards as of December 31,
2004 under our Year 2001 Equity Compensation Plan which was approved by our
shareholders and our Non Qualified Stock Option Plan and Warrants granted to
certain individuals, which compensation arrangements was not approved by our
shareholders.
<TABLE>
<CAPTION>
                                                                                NUMBER OF
                       NUMBER OF                                                SECURITIES
                       SECURITIES TO BE              WEIGHTED-AVERAGE           REMAINING AVAILABLE
                       ISSUED UPON EXERCISE          EXERCISE PRICE OF          FOR FUTURE ISSUANCE
                       OF OUTSTANDING OPTIONS        OUTSTANDING OPTIONS,       UNDER EQUITY
                       AND WARRANTS                  WARRANTS AND RIGHTS        COMPENSATION PLANS
                       ----------------------        --------------------       -------------------
<S>                           <C>                            <C>                     <C>
Equity Compensation
Plans approved by
Security holders              188,000                      $ 0.843                    290,000


Equity Compensation
Plans not approved by
Security holders              115,745                        $8.90                       --
</TABLE>

                                       19
<PAGE>

YEAR 2001 EQUITY COMPENSATION PLAN

Our Year 2001 Equity Compensation Plan was adopted by our Board of Directors on
October 10, 2000 and approved by our shareholders on November 10, 2000. The Year
2001 Plan reserves for issuance up to 540,000 shares of our common stock
pursuant to the exercise of options granted under the Plan and stock awarded
under the Year 2001 Plan. As of December 31, 2004, we had granted an aggregate
of 54,000 options under the Year 2001 Plan.

NON-QUALIFIED STOCK OPTION PLAN

Our Board of Directors adopted our Non-Qualified Stock Option Plan on December
21, 2000. Our Non-Qualified Stock Option Plan provides for the granting of up to
200,000 non-qualified options to officers, directors, employees and
consultants. As of December 31, 2004, we do not have any options outstanding
under our Non-Qualified Stock Option Plan and two million options are available
for grant.

WARRANTS

Effective as of July 24, 2003, we closed a private offering in which we sold
247,750 shares of our common stock to eight investors at an offering price of
$.10 per share. We also issued one warrant for each share purchased in the
offering, for an aggregate of 247,750 warrants. The exercise price of the
warrants is $2.50 per share and the warrants expire on May 15, 2006.

As of December 31, 2004, we have 363,495 warrants issued and outstanding. We
issued 115,754 warrants to certain persons who served as officers and
directors of our Company during fiscal 2002 and fiscal 2001. The exercise price
of these warrants varies from $2.50 to $12.50 per share and all the warrants
expire on May 31, 2005.

Dundas Systems, Inc., a company owned and controlled by Gary Verdier, the
Company's Chief Executive Officer and majority shareholder, has 43,245 warrants
exercisable at $15.00 per warrant. The warrants expire on May 31, 2005.

                                       20
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         (NOT COMPLETE)

The following table sets forth information with respect to the number of shares
of common stock beneficially owned by (I) each of our directors, (ii) each of
our two executive officers (iii) all executive officers and directors of the
Company as a group and (iv) each shareholder known by us to be a beneficial
owner of more than 5% of any class of our voting securities after giving effect
to our 1 for 10 reverse split on March 24, 2005. Except as indicated below, the
address for each beneficial owner is c/o Kirshner Entertainment & Technologies,
Inc., 5200 NW 33rd Avenue, Ft. Lauderdale, FL 33308.
<TABLE>
<CAPTION>
NAME OF INDIVIDUALS OR NUMBER               AMOUNT AND NATURE OF
OF PERSONS IN GROUP (1)                     BENEFICIAL OWNERSHIP (2)       PERCENTAGE OF CLASS (3)
-----------------------------               ------------------------       -----------------------
<S>                                             <C>                            <C>
Gary Verdier (4)                                  205,668                      54.98%

Harvey Judkowitz (5)                                7,900                         *

George Williams  (6)                               11,381                       1.68%

All Executive Officers and                        224,949                      56.93%
Directors as a Group (3 persons)(7)
</TABLE>
----------
*   Less than 1%

(1) Each of the persons listed has sole voting, investment, and dispositive
    power, except as otherwise noted.

(2) Beneficial ownership has been determined in accordance with Rule
    13d-3(d)(1)(i) under the Securities Exchange Act of 1934. Such rule,
    generally, includes as beneficial owners of securities, among others, any
    person who directly or indirectly through any contract, arrangement,
    understanding, relationship, or otherwise has or shares voting power and/or
    investment power with respect to such securities, and any person who has the
    right to acquire beneficial ownership of such security within sixty (60)
    days through a means including but not limited to the exercise of any
    option, warrant, right or conversion of a security.

(3) All percentages are based on 362,566 shares of our common stock issued and
    outstanding on March 24, 2005 after giving effect for our reverse split on a
    1 for 10 basis effective on that date, without regard to any options that
    are presently exercisable but are included in a calculation of beneficial
    ownership only pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act.

(4) Mr. Verdier is our President, Chief Executive Officer, Secretary, and
    Chairman of the Board of Directors. This amount includes (i) 43,245 shares
    held by Dundas Systems, a corporation controlled by Mr. Verdier, (ii)
    warrants to purchase 43,245 shares of common stock held by Dundas Systems
    that are presently exercisable, and (iii) options to purchase an aggregate
    of 20,000 shares of common stock at $1.00 per share for 10,000 options and
    $0.15 per share for 10,000 options.

(5) Mr. Judkowitz is our Chief Financial Officer and a Director. This amount
    includes options to purchase an aggregate of 69,000 shares of common stock
    that are presently exercisable as follows: (i) 43,000 options at $1.00 per
    share, (ii) 16,000 options at $0.75 per share, and (iii) 10,000 options at
    $0.15 per share.

(6) Dr. Williams is a Director. This amount includes options to purchase an
    aggregate of 53,000 shares of common stock that are presently exercisable
    as follows: (i) 43,000 options at $1.00 per share and (ii) 10,000 options
    at $0.15 per share.

(7) The total number of shares includes all options presently exercisable
    options by all officers and directors as a group but does not include any
    presently exercisable options in the percentage calculation.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since 1999, Mr. Verdier has advanced an aggregate of $1,181,365 to our Company,
including $10,000 during the first quarter of 2005. Effective as of July 24,
2003, Dundas Systems, Inc. agreed to convert its $570,000 loan into 770,270
shares of our restricted common stock at a conversion price of $0.74 per share.
We issued these shares to Dundas Systems in reliance upon Section 4(2) of the
Securities Act, because Dundas Systems was knowledgeable, sophisticated and had
access to comprehensive information about us. A stock certificate for these
shares was issued to Mr. Verdier on May 12, 2004.

                                       21
<PAGE>

In fiscal 2002 we acquired a 20.68% ownership interest in the PARIS partnership.
The general partner of the PARIS partnership is E-Z Auth. Management Co., a
corporation (the "General Partner.") Mr. Verdier is one of two directors and a
shareholder of the General Partner, owning an equity interest representing 1/3
of the General Partner's common stock. Under the partnership agreement, the
General Partner is entitled to receive 10% of the gross revenues received by the
PARIS partnership during the preceding month. However, if the PARIS partnership
is not profitable during a fiscal year, the compensation payable to the general
partner cannot exceed $150,000. During fiscal 2003 and 2002, the PARIS
partnership did not make any distributions to any of its partners and the
general partner did not receive any compensation. We wrote off the advances and
investments to the Paris Partnership of approximately $258,000.00, effective as
of December 31, 2003 since Paris Ltd. abandoned its operations.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A. EXHIBITS

2.1   Acquisition Agreement between the Company and HBOA.Com, Inc., dated
      November 17, 1999 (filed as an Exhibit to the Company's Report on Form 8-K
      dated December 28, 1999 and incorporated herein by this reference).

2.2   Amendment to the Acquisition Agreement between the Company and HBOA.Com,
      Inc. dated December 28, 1999 (filed as an Exhibit to the Company's Report
      on Form 8-K dated December 28, 1999 and incorporated herein by this
      reference).

3.1   Articles of Incorporation (filed as an Exhibit to the Company's Definitive
      Proxy Statement filed with the SEC on October 24, 2000 and incorporated
      herein by this reference).

3.2   Articles of Amendment to Articles of Incorporation filed with the Florida
      Secretary of State on July 18, 2003

3.3   Articles of Amendment to Articles of Incorporation filed with the Florida
      Secretary of State on March 23, 2005 (filed as an Exhibit to the Company's
      Definitive Information Statement filed with the SEC on March 3, 2005 and
      incorporated herein by this reference).

3.4   Bylaws (filed as an Exhibit to the Company's Definitive Proxy Statement
      filed with the SEC on October 24, 2000 and incorporated herein by this
      reference).

10.1  Operating Agreement of PARIS Health Services, Ltd. (filed as Exhibit 10.1
      to the Company's Quarterly Report on Form 10-QSB for the nine months ended
      September 30, 2002 filed with the SEC on November 14, 2002.)

10.2  Shareholders Agreement of E-Z Auth. Management Co. (filed as Exhibit 10.2
      to the Company's Quarterly Report on Form 10-QSB for the nine months ended
      September 30, 2002 filed with the SEC on November 14, 2002.)

                                       22
<PAGE>

10.3  Rapid Integration Parsing Protocol Engine (RIPPEr) Corporate (filed as
      Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB for the nine
      months ended September 30, 2002 filed with the SEC on November 14, 2002.)

10.4  Kirshner Entertainment & Technologies, Inc. - Year 2000 Equity
      Compensation Plan (filed as Exhibit 10. 1 to the Company's Post Effective
      Amendment No. 1 to its Registration Statement on Form S-8 filed with the
      SEC on December 21, 2000 and incorporated herein by this reference).

10.5  HBOA Holdings, Inc. - Non Qualified Stock Option Plan (filed as Exhibit
      10.1 to the Company's Registration Statement on Form S-8 filed with the
      SEC on December 14, 2000 and incorporated herein by this reference).

10.6  Employment Agreement between the Company and Donald Kirshner (incorporated
      by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
      filed with the SEC on June 6, 2003).

21.1  List of Subsidiaries*

23.1  Accountant's Consent*

31.1  Chief Executive Officer - Sarbanes-Oxley Act Section 302 Certification*

31.2  Chief Financial Officer - Sarbanes-Oxley Act Section 302 Certification*

32.1  Chief Executive Officer - Sarbanes-Oxley Act Section 906 Certification*

32.2  Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification*
----------
* Filed herewith.

B. Reports on Form 8-K

There were no reports on Form 8-K filed during the fourth quarter of the fiscal
year ended December 31, 2004.

                                       23
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to the Company by Berkovitz, Lago
& Company for professional services rendered for the fiscal years ended December
31, 2004 and 2003:

                     FEE CATEGORY
                     ------------
                                                  FISCAL       FISCAL
                                                   2004         2003
                                                  -------     -------
                     Audit Fees                   $16,000     $16,000
                     Audit Related Fees           $ 2,900      12,000
                     Tax Fees
                     All Other Fees               $    --         675
                                                  -------     -------
                        Total Fees                $18,900     $28,675
                                                  =======     =======
----------
(1)   Consists of fees billed for professional services rendered for the audit
      of the Company's consolidated financial statements and review of unaudited
      numbers contained in the Company's quarterly reports during fiscal 2004
      and 2003.

(2)   Any assurance and related services performed by the principal accountant
      that are reasonably related to the performance of the audit or review

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE
NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. The independent auditors and management are
required to periodically report to the Audit Committee regarding the extent of
services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

                                       24
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 31st day of
March, 2005.

                                   KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC.



                                   /s/ Gary Verdier
                                   ----------------
                                   Gary Verdier
                                   Chairman and Chief Executive Officer

In accordance with the Exchange Act, this Report on Form 10-KSB has been signed
by the following persons on behalf of the Company in the capacities and on the
dates indicated.

Signature                         Title                                Date
---------                         -----                                ----

/s/ Gary Verdier          Chairman and Chief Executive Officer   March 31,2005
----------------

/s/ Harvey Judkowitz      Chief Financial Officer and Director   March 31,2005
--------------------

/s/ George Williams       Director                               March 31,2005
-------------------

                                       25
<PAGE>
                   KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC
                                AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                TABLE OF CONTENTS

                                                            PAGE
                                                            ----

Report of Independent Registered Public Accounting Firm      F-2

Financial Statements:

    Consolidated Balance Sheet                               F-3

    Consolidated Statements of Operations                    F-4

    Consolidated Statements of Stockholders' Deficit         F-5

    Consolidated Statements of Cash Flows                    F-6

Notes to Consolidated Financial Statements                   F-7 through F-17

                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

Board of Directors and Stockholders of
Kirshner Entertainment & Technologies, Inc. and Subsidiaries
F/K/A HBOA Holdings, Inc. and Subsidiaries
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheet of Kirshner
Entertainment & Technologies, Inc. and Subsidiaries (the "Company") as of
December 31, 2004, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the two years then ended. These
consolidated financial statements are the responsibility of Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we do not express such an opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above presents
fairly, in all material respects, the consolidated financial position of
Kirshner Entertainment & Technologies, Inc. and Subsidiaries, as of December 31,
2004 and the consolidated results of operations and cash flows for the two years
then ended in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company's dependence on outside financing, lack of existing
commitments from lenders to provide necessary financing, lack of sufficient
working capital, and recurring losses from operations raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.



Berkovits, Lago & Company, LLP
Fort Lauderdale, Florida
March 30, 2005


                                      F-2
<PAGE>
          KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004

                                     ASSETS

Current assets:
  Cash                                                      $    18,549
  Accounts receivable                                            26,253
                                                            -----------

       Total current assets                                      44,802

                                                            -----------

       Total assets                                         $    44,802
                                                            ===========

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                          $    58,912
  Accrued expenses                                               50,000
  Deferred income                                                44,604
  Notes payable-related party                                   257,720
                                                            -----------

       Total liabilities                                        411,236
                                                            -----------

Stockholders' deficit:
  Preferred stock, no par value, 10,000,000
   shares authorized; no shares issued and outstanding               --
  Common stock, $0.0005 par value, 150,000,000
   shares authorized; shares issued and
   3,625,655 outstanding                                          1,813
  Additional paid in capital                                  5,565,154
  Accumulated deficit                                        (5,920,901)
                                                            -----------
                                                               (353,934)
  Less: Treasury stock, 5,000 shares at cost                    (12,500)
                                                            -----------

       Total stockholders' deficit                             (366,434)
                                                            -----------

       Total liabilities and stockholders' deficit          $    44,802
                                                            ===========

The accompanying notes are an integral part of these financial statements

                                      F-3
<PAGE>
          KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            YEARS ENDED DECEMBER 31,

                                                   2004            2003
                                                ---------      -----------

Revenue
  Sales, net of returns                         $  79,089      $    56,515
                                                ---------      -----------
       Total revenues                              79,089           56,515

Expenses
  Salaries                                         28,500          454,772
  Consulting                                       45,070          312,113
  Professional fees                                35,399          152,768
  Insurance                                            --           36,964
  Marketing and advertising                            --           16,361
  Rent                                             15,315           10,716
  Other general and administrative expenses        26,014          100,981
  Depreciation and amortization                     8,926           56,134
                                                ---------      -----------
      Total expenses                              159,224        1,140,809
                                                ---------      -----------

Loss from operations                              (80,135)      (1,084,294)
                                                ---------      -----------

Other income (expense)
  Interest expense                                 (6,374)         (24,471)
  Loss on termination of investment in
    limited partnership                                --         (258,745)
  Other income- related party                          --               --
  Other income                                     57,365            9,165
                                                ---------      -----------
    Total other income (expense)                   50,991         (274,051)
                                                ---------      -----------

Net loss                                        $ (29,144)     $(1,358,345)
                                                =========      ===========

Loss per share
  Basic and diluted                             $   (0.01)     $     (0.48)
                                                =========      ===========

The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>
          KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                    COMMON
                              COMMON STOCK         ADDITIONAL                       STOCK     TREASURY
                        ----------------------       PAID IN      ACCUMULATED        TO BE      STOCK
                          SHARES       AMOUNT        CAPITAL        DEFICIT         ISSUED      SHARES      AMOUNT        TOTAL
                        ----------     -------     ----------     -----------     ---------     ------     --------   -----------
<S>                     <C>            <C>         <C>            <C>             <C>           <C>        <C>        <C>
Balance
 December 31, 2002       2,172,500     $ 1,086     $4,282,291     $(4,533,412)    $      --     50,000     $(12,500)  $  (262,535)

Additional paid in
 capital contributed
 as rent                        --          --          6,620              --            --         --           --         6,620

Additional paid in
 capital contributed
 as salary                      --          --         40,000              --            --         --           --        40,000

Common stock
 issued for services        60,000          30         91,970              --            --         --           --        92,000

Consulting expense
 relating to the
 issuance of
 stock options                  --          --         18,720              --            --         --           --        18,720

Common stock issued
 for cash at $0.10          60,000          30         59,970              --            --         --           --        60,000

Common stock issued
 for cash at $0.074        135,135          68         99,932              --            --         --           --       100,000


Common stock issued
 for cash at $0.10         237,775         119        237,631              --            --         --           --       237,750


Common stock issued
 for services              145,000          72        144,928              --            --         --           --       145,000

Obligation to issue
 common stock                   --          --             --              --       570,000         --           --       570,000

Net loss                        --          --             --      (1,358,345)           --         --           --    (1,358,345)
                        ----------     -------     ----------     -----------     ---------     ------     --------   -----------

Balance
 December 31, 2003       2,810,385       1,405      4,982,062      (5,891,757)    $ 570,000     50,000      (12,500)     (350,790)


Common stock
 Issued under              770,270         385        569,615              --      (570,000)        --         --              --
 obligation

Common stock issued
 for cash at $0.10          10,000           5          9,995              --            --         --           --        10,000

Common stock issued
 for services               35,000          18          3,482              --            --         --           --         3,500

Net loss                        --          --             --         (29,144)           --         --           --       (29,144)
                        ----------     -------     ----------     -----------     ---------     ------     --------   -----------
Balance
 December 31, 2004       3,625,655     $ 1,813     $5,565,154     $ 5,920,901     $      --     50,000     $(12,500)  $   366,434)
                        ==========     =======     ==========     ===========     =======       ======     ========   ===========
</TABLE>

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


                                      F-5
<PAGE>
          KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC. AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years Ended December 31,
<TABLE>
<CAPTION>
                                                                2004             2003
                                                             ---------      -----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
  Net Loss                                                   $ (29,144)     $(1,358,345)
Adjustments to reconcile net loss to net cash
used in operating activities:
  Depreciation and amortization                                  8,926           56,134
  Compensation in exchange for options                              --           18,720
  Capital contributed as rent                                       --            6,620
  Capital contributed as salary                                     --           40,000
  Common stock issued for services                               3,500          237,000
  Loss on termination of investment in limited partnership          --          258,745
  Write off of Intangible Assets                                 5,933               --
  Changes in asset and liability accounts:
 (Increase) decrease in:
   Accounts receivable                                             312          (22,052)
   Prepaid expenses                                                 --            3,854
   Deposits                                                         --            7,980
   Due from related party                                           --            6,923
 Increase (decrease) in:
   Accounts payable                                            (59,312)          79,511
   Accrued expenses                                            (25,091)          35,652
   Deferred income                                              (5,172)          19,122
                                                             ---------      -----------

Net cash used in operating activities                         (100,048)        (610,137)
                                                             ---------      -----------

Investing activities:
  Cash payments for investment of limited partnership               --          (56,660)
                                                             ---------      -----------


Net cash used in investing activities                               --          (56,660)
                                                             ---------      -----------

Financing activities:
  Proceeds from common stock issued                             10,000          397,750
  Proceeds from notes payable-related party                     88,565          270,000
                                                             ---------      -----------

Net cash provided by financing activities                       98,565          667,750
                                                             ---------      -----------

Net increase(decrease) in cash                                  (1,483)             953

Cash, beginning of the period                                   20,032           19,079
                                                             ---------      -----------

Cash, end of the period                                      $  18,549      $    20,032
                                                             =========      ===========

Supplemental disclosures of cash flow information:
--------------------------------------------------

  Cash paid during the period for:
    Interest                                                 $      --      $     1,193
                                                             =========      ===========

Disclosure of non-cash financing activities:
--------------------------------------------

  Non-cash transaction:
    Conversion of related party note payable
      into shares to be issued for stock                     $      --      $   570,000
                                                             =========      ===========
    Stock issued in lieu of note payable to related party    $ 570,000      $        --
                                                             =========      ===========
    Property and equipment exchanged for note                $  20,845      $        --
                                                             =========      ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS DESCRIPTION
--------------------

Kirshner Entertainment & Technologies, Inc. formerly known as HBOA Holdings,
Inc., (the Company), was incorporated in the state of Colorado on December 11,
1996. On May 31, 2000, the Company acquired 100% of HBOA.Com, Inc. The Company
focused on development of a premier Internet portal through which home based
business owners, as well as commercial private label businesses, obtain the
products, services, and information necessary to start, expand and profitably
run their businesses. On December 28, 2000, the Company formed a new subsidiary,
Aerisys Incorporated, a Florida corporation, to handle commercial private
business. In June 2003, the Company formed its entertainment division and
changed its name to reflect this new division.

The Company was considered to be in the development stage through December 31,
2001. The year ended December 31, 2002 was the first year during which it was
considered an operating company.

PRINCIPLES OF CONSOLIDATION
---------------------------

The consolidated financial statements of the Company include those accounts of
Kirshner Entertainment & Technologies, Inc., formerly known as HBOA Holdings,
Inc., and its only wholly owned subsidiary, Aerisys Incorporated. All
significant intercompany transactions and balances have been eliminated in the
consolidation.

USE OF ESTIMATES
----------------

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION
-------------------

Revenues of HBOA.Com, Inc. are recognized at the time the services are rendered
to customers. Services are rendered when the Company's representatives receive
the customers' requests and complete the customers' orders. Revenues of Aerisys
Incorporated. are recognized on a straight-line basis over the period that the
services are provided.

                                      F-7
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES
------------

The Company follows Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS 109, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

PROPERTY AND EQUIPMENT
----------------------

Property and equipment are stated at cost. Depreciation of depreciable assets is
computed using the straight-line method of depreciation over the estimated
useful lives of the assets. The estimated useful life is 5-7 years.

During 2004, all furniture and fixtures were transferred to a related party in
lieu of a loan payment.


                                      F-8
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

STOCK OPTIONS
-------------

The Company records compensation expense for all stock-based compensation plans
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"). Under
APB No. 25, if the exercise price of the Company's employee stock options equals
or exceeds the estimated fair value of the underlying stock on the date of
grant, no compensation expense is generally recognized.

Financial Accounting Standards Board Statement No. 123, Accounting for
Stock-Based Compensation ("Statement No. 123") encourages companies to recognize
expense for stock-based awards based on their estimated value on the date of
grant. Statement No. 123 requires the disclosure of pro forma net income or loss
in the notes to the financial statements if the fair value method is not
elected. The Company accounts for its stock-based compensation using the
intrinsic value method, and has determined that the use of the fair value method
to record compensation expense would have no effect on the reported net loss in
2004.

FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------

The Company considers the carrying value of its financial assets and
liabilities, consisting primarily of cash, accounts receivable, accounts
payable, accrued expenses and notes payable to approximate the fair value of the
respective assets and liabilities at December 31, 2004.


                                      F-9
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

BASIC LOSS PER SHARE
--------------------

Basic loss per share for each year is computed by dividing loss for the year by
the weighted average number of common shares outstanding during the year.
Diluted loss per share includes the effects of common stock equivalents to the
extent they are dilutive. Stock options and warrants outstanding at December 31,
2004 and 2003 did not enter into the calculation since their effect was
anti-dilutive.

Basic weighted average number of shares outstanding is as follows at year end
without giving effect to the 1 for 10 reverse split effected March 24, 2005:

                                               2004                 2003
                                               ----                 ----
Basic weighted average number
of shares outstanding                        3,620,655           2,805,385


NOTE 2- GOING CONCERN UNCERTAINTY

The accompanying financial statements have been presented in accordance with
generally accepted accounting principles, which assumes the continuity of the
Company as a going concern. However, during the years ending December 31, 2004
and 2003, the Company experienced, and continues to experience, going concern
and liquidity problems. The Company has incurred net losses of $29,144 and
$1,358,345 for the years ended December 31, 2004 and 2003, respectively and has
negative working capital of $366,434 and $386,494, respectively. These
conditions raise substantial doubt to the ability of the Company to continue as
a going concern.

Management's plans with regard to these matters include raising working capital
to assure the Company's viability through private equity offerings, debt
financing, or through the acquisition of new business or private ventures. The
eventual outcome of the success of management's plans cannot be ascertained with
any degree of certainty. The accompanying financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                      F-10
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 3- PROPERTY AND EQUIPMENT

All assets were transferred to a related party in lieu of loan payments on a
dollar for dollar basis.

Depreciation expense for the years ended December 31, 2004 and 2003 was $ 3,500
and $13,970, respectively.

NOTE 4- INTANGIBLE ASSETS

Intangible assets were fully amortized during 2004. Amortization expense for the
years ended December 31, 2004 and 2003 totaled $ 5,426 and $ 42,163,
respectively.

NOTE 5- NOTES PAYABLE-RELATED PARTY

Notes payable consist of six uncollateralized notes payable, to related parties
with no specified rate of interest and due on demand.

NOTE 6- STOCKHOLDERS' EQUITY

PREFERRED STOCK
---------------

Authorized 10,000,000 shares of preferred stock, no par value per share. No
preferred shares were issued as of December 31, 2004 and 2003.



                                      F-11
<PAGE>

           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 6- STOCKHOLDERS' EQUITY - CONTINUED

COMMON STOCK
------------

As of December 31, 2004, 407,495 shares of common stock have been reserved for
the exercise of options and warrants.

Effective as of July 24, 2003, Dundas Systems, Inc. (an affiliated company)
agreed to convert its $570,000 loan into equity of the Company at a conversion
price of 0.74 cents per share. As of December 31, 2004, the Company has issued
770,270 shares of its common stock to Dundas Systems in this conversion. The
company issued these shares to Mr. Verdier on behalf of Dundas Systems on May
12. 2004.

On March 24, 2005, the Company completed a 1 for 10 reverse stock split (see
Note 13). The reverse stock split reduced the number of shares of common stock
issued and outstanding, but did not alter the number of shares of common stock
the Company is authorized to issue or the par value of the stock. All
outstanding options, warrants, and convertible securities entitling the holders
to purchase or convert shares of common stock were reduced to 1/10 of the number
of shares such holders would have been entitled to before the reverse stock
split. Additionally, the statements of stockholders' equity has been adjusted to
reflect the number of shares pursuant to each transaction since inception.

NOTE 7- INCOME TAXES

The Company has no current or deferred income tax expense due to its operating
losses. The Company has a federal net operating loss carryforward at December
31, 2004 and 2003 of $ 4,699,755 and $4,670,611, respectively, and also has a
capital loss carryforward at December 31, 2003 of $202,457, subject to annual
limitations prescribed by the Internal Revenue Code, that are available to
offset future taxable income through 2022. A valuation allowance has been
recorded to offset its net deferred tax asset due to uncertainty of the
Company's ability to generate future taxable income.

Deferred taxes consist of the following:

                                                     2004
                                                  -----------
Deferred tax assets:

      Net operating loss carry forwards           $ 1,961,560

      Less valuation allowance                     (1,961,560)
                                                  -----------

      Net deferred tax assets                     $        --
                                                  ===========



                                      F-12
<PAGE>

           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 7- INCOME TAXES - CONTINUED

The Company's tax expense (benefit) differs from the "expected" tax expense for
the period ended December 31, (computed by applying the Federal Corporate tax
rate of 34% to loss before taxes), as follows:

                                          2004              2003
                                       ---------        ---------
Statutory rate applied to loss
   before income taxes                 $(9,910)         $(357,000)
State income taxes, net of
      federal income tax effect         (1,650)           (53,000)
   Changes in valuation allowance of
     deferred tax asset                 11,560            410,000
                                       -------          ---------
                                       $    --          $      --
                                       =======          =========


                                      F-13
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 8- STOCK OPTIONS AND COMPENSATION PLAN

STOCK COMPENSATION PLAN
-----------------------

On October 10, 2000, the Company adopted the "Year 2000 Equity Compensation
Plan." The Company registered the plan on November 16, 2000. The Company's stock
compensation plan provides that officers, directors, employees and consultants
may be granted shares of common stock. Under the plan, the options granted are
qualified stock options, and the total common stock that may be granted is 5.4
million shares after the stock split. Under the plan, 10,000 shares of stock
were issued to the Company's chief financial officer, and 150,000 shares were
granted for the years ended December 31, 2004 and 2003.

In accordance with SFAS 123, for options issued to employees, the Company has
elected to account for these stock options under APB No. 25 and related
interpretations in accounting for its plan. Accordingly, no compensation costs
have been recognized for options issued under the plan as of December 31, 2004
and 2003 as all shares granted in 2004 had strike prices greater than the value
of the share at the date of issuance.

Effective January 2, 2004 the Company repriced an aggregate of 54,000 options
that had been issued to employees under the Year 2000 Plan. The options were
repriced and cancelled from $7.50 per share to $1.00 per share. All of the
shares will be fully vested and expire on the same term as the original shares.
The Board of Directors approved this event.

On December 18, 2000, the Company adopted the "Non-qualified Stock Option Plan".
This plan provides that key advisors who perform services for the Company or its
subsidiaries and non-employee members of the board of directors of the Company
may be granted non-qualified stock options. Under the Non-qualified Stock Option
Plan, the total number of shares of common stock that may be granted is
200,000 shares. No options were granted under the plan during 2004 and 2003.
For stock options issued to non-employees, the Company complies with regulations
in accordance with SFAS No. 123. No options were exercised during 2004 or 2003.
Changes during the year are presented as follows:

                                                            WEIGHTED
                                                             AVERAGE
STOCK OPTIONS                       NUMBER OF OPTIONS    EXERCISE PRICE
-------------                       -----------------    --------------

Balance - January 1, 2004                  54,000            $   7.50
Granted                                   188,000                0.843
Exercise                                       --                  --
Forfeited                                      --                  --
Cancelled                                  54,000                7.50
Expired                                        --                  --
                                          -------            --------
Balance - December 31, 2004               188,000            $   0.843
                                          =======            ==========

                                      F-14
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 8- STOCK OPTIONS AND COMPENSATION PLAN - CONTINUED

The following table summarizes information about stock options outstanding at
December 31, 2004:
<TABLE>
<CAPTION>
                            OPTIONS OUTSTANDING                      OPTIONS EXERCISABLE
              --------------------------------------------     ------------------------------
                                 WEIGHTED         WEIGHTED                           WEIGHTED
RANGE OF        NUMBER            AVERAGE         AVERAGE         NUMBER             AVERAGE
EXERCISE      OUTSTANDING       REMAINING         EXERCISE     EXERCISABLE AT        EXERCISE
  PRICE        AT 12/31/03   CONTRACTED LIFE      PRICE          12/31/04             PRICE
--------      ------------   ---------------      --------     --------------        --------
<S>              <C>                 <C>          <C>             <C>                <C>
 0.15-1.00       188,000             5            $ 0.843         188,000            $ 0.843
</TABLE>

NOTE 9- WARRANTS

On April 1, 2000, the Company granted warrants to purchase 60,000 shares of
common stock for consulting services rendered during the year 2000, at an
average exercise price of $10.00 per share with an expiration date of May 31,
2005. During January 2001, the Company granted warrants to purchase 55,745
shares of common stock for consulting services rendered during the year 2001, at
an average exercise price of $8.90 per share.

On October 7, 2003, the Company issued 247,750 warrants in connection with a
private offering that was closed on July 25, 2003. The warrants have an exercise
price $2.50 per share with an expiration date of May 15, 2006. Since these
warrants are in connection with shares issued no entry was required. No warrants
were exercised at December 31, 2004 or 2003.

Changes during the year are presented as follows:
<TABLE>
<CAPTION>
                                                                           WEIGHTED
                                                           COMMON           AVERAGE
                                  NUMBER OF WARRANTS       STOCK         EXERCISE PRICE
                                  ------------------     ---------       --------------
<S>                                     <C>                <C>              <C>
Balance at January 1, 2004              363,495            363,495          $   4.60
Granted                                      --                 --                --
Exercised                                    --                 --                --
Forfeited                                    --                 --                --
                                        -------            -------          --------
Balance at December 31, 2004            363,495            363,495          $   4.60
                                        =======            =======          ========
</TABLE>

                                      F-15
<PAGE>
          KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 9- WARRANTS - CONTINUED

The following table summarizes information about warrants outstanding at
December 31, 2004:
<TABLE>
<CAPTION>
                            WARRANTS OUTSTANDING                WARRANTS EXERCISABLE
               ------------------------------------------    ----------------------------
                                 WEIGHTED       WEIGHTED                         WEIGHTED
RANGE OF         NUMBER           AVERAGE        AVERAGE        NUMBER           AVERAGE
EXERCISE       OUTSTANDING       REMAINING       EXERCISE    EXERCISABLE AT      EXERCISE
  PRICE        AT 12/31/04    CONTRACTED LIFE     PRICE        12/31/04           PRICE
--------       -----------    ---------------   ---------    --------------      --------
<C>              <C>                  <C>         <C>         <C>                  <C>
7.50 - 12.50       115,745              1         8.90        115,745              8.90
2.50               247,775            2.5         2.50        247,750              2.50
</TABLE>

NOTE 11- LOSS ON TERMINATION OF INVESTMENT IN LIMITED PARTNERSHIP

The Company had a 20.68% limited partnership interest in Paris Health Services,
Ltd. Effective December 31, 2003, Paris Health Services, Ltd., abandoned its
operations and the Company recorded a loss on this investment totaling
approximately $258,000.

NOTE 12- LITIGATION

The Company hired Donald Kirshner as the President of its Entertainment Division
in July 2003 and the Company entered into an employment agreement with Mr.
Kirshner. Mr. Kirshner resigned as the President of the Entertainment Division
effective as of October 7, 2003. By entering into the employment agreement, the
Company believed that it had purchased the right to use the Donald Kirshner's
name and likeness for a period of two years. However, Mr. Kirshner has stated
that he does not agree with the Company's position that it has the right to use
his name and likeness. As such, there may be litigation regarding the Company's
right to use Mr. Kirshner's name and likeness and other matters directly or
indirectly related to Mr. Kirshner's association and employment with the
Company. The financial statements do not include any potential accrual of a
liability as a result of this uncertainty.

In January 2004, the SEC commenced an informal inquiry of our Company. At this
time the company has not received any further information on this matter and are
therefore uncertain of the status of the SEC's informal investigation.

                                      F-16
<PAGE>
           KIRSHNER ENTERTAINMENT & TECHNOLOGIES, INC AND SUBSIDIARIES
                   F/K/A HBOA HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 13 SUBSEQUENT EVENTS

On March 24, 2005, the Company effected a 1 for 10 reverse split of its issued
and outstanding shares of common stock resulting in a decrease in the number of
shares outstanding as a result of such split from 36,256,553 to 3,625,655. In
addition the Company amended its Articles of Incorporation to provide that any
division or combination of the Company's capital stock shall not result in a
change, reduction or increase in the authorized capital stock of the Company.
The Articles were amended on March 23, 2005.

                                      F-17