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

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                   For the fiscal year ended February 29, 2004

                                       OR

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

         For the transition period from _______________ to _______________

                         Commission file number 1-12680

                              ORYX TECHNOLOGY CORP.
                              ---------------------
           (Name of small business issuer as specified in its charter)

           Delaware                                              22-2115841
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


4340 Almaden Expressway, Suite 220
San Jose, California                                               95118
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(Address of principal executive offices)                         (Zip Code)

Issuer's Telephone Number, including area code:          (408) 979-2955
-----------------------------------------------          --------------

Securities registered pursuant to Section 12(b) of the Act:


                                                    Name of each exchange
           Title of each class                      on which registered
      -----------------------------                   ------------------
      Common Stock, $.001 par value                   OTC Bulletin Board

Securities registered pursuant to Section 12(g) of the Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

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         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 past 12
months (or for such  shorter  period  that the Issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes |X| No |_|

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

         Issuer's revenues from continuing operations for its most recent fiscal
year were $510,000.

         As of April 30, 2004,  2,821,335  shares of common stock and  preferred
stock  convertible  into 875 shares of common stock of Issuer were  outstanding.
The  approximate  aggregate  market  value of the shares of common stock held by
non-affiliates  of Issuer,  based on the  average of the  closing  bid and asked
prices  on April 30,  2004 of $6.00 and $6.25 per one share of common  stock was
approximately $9,774,921.1

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

         Transitional Small Business  Disclosure Format (check one):
Yes |_| No |X|

         This Annual Report on Form 10-KSB contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
particularly  statements  regarding market  opportunities,  market share growth,
competitive  growth,  new product  introductions  by our  licensees,  success of
research and development efforts by our licensees and customer acceptance of new
products. These forward-looking statements involve risks and uncertainties,  and
the cautionary  statements set forth below identify important factors that could
cause  actual  results to differ  materially  from those  predicted  in any such
forward  looking  statements.  Such  factors  include,  but are not  limited to,
adverse changes in general economic conditions, including adverse changes in the
specific markets for products of our Surgx  licensees,  such as: adverse changes
in customer order  patterns,  increased  competition,  lack of acceptance of new
products and lack of success in technological advancement; our ability to retain
our key executive;  adverse  conditions in the capital  markets;  other business
conditions that may negatively  affect our portfolio  company,  S2 Technologies,
Inc.,  including potential lack of commercial success of such company; and other
factors including, without limitation, those listed in Risk Factors below.

---------
1 For purposes of this Report,  shares held by non-affiliates were determined by
aggregating  the number of shares held by officers and  directors of the Issuer,
and by others  who,  to Issuer's  knowledge,  own 5% or more of Issuer's  common
stock,  including  shares of preferred stock  convertible into common stock, and
subtracting those shares from the total number of shares outstanding.  The price
quotations  supplied  by NASDAQ  represent  prices  between  dealers  and do not
include  retail  mark-up,  markdown or commission  and do not  represent  actual
transactions.


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                                     PART I


Item 1.  Description of Business.

         Oryx Technology  Corp. is the successor of Advanced  Technology,  Inc.,
which  was  incorporated  on April 21,  1976 in New  Jersey.  On July 25,  1993,
Advanced Technology formed Oryx as a wholly-owned  Delaware  subsidiary,  and on
September 29, 1993,  Advanced  Technology  merged with and into Oryx  Technology
Corp.  References to "Oryx," "we," "our" and "us" refer to Oryx Technology Corp.
and its consolidated subsidiary.

         As of February 29, 2004 we had an accumulated  deficit of approximately
$26.8  million.  We incurred  net losses of  approximately  $1.0 million for the
fiscal year ended  February 29, 2004 and $2.1 million for fiscal 2003. We expect
to  continue  to  incur  net  losses  and  these  losses  may  be   substantial.
Furthermore, we expect to incur significant negative cash flow in the future. We
will need to generate  substantially  higher royalty fees to achieve and sustain
profitability and positive cash flow. Our ability to generate future revenue and
achieve  profitability  will  depend on a number of  factors,  many of which are
described  throughout this section.  If we are unable to generate higher royalty
fees,  we will be unable to build a  sustainable  business.  In this event,  our
share price and the value of your investment would likely decline. We must raise
additional  capital by the  beginning  of  calendar  year 2005 to  continue  our
business  operations.  As a  result  of  these  circumstances,  our  independent
registered  public  accounting  firm's  report  on  our  consolidated  financial
statements   includes  an  explanatory   paragraph   indicating  that  there  is
substantial doubt about Oryx's ability to continue as a going concern.

         Introduction

         During  fiscal 1998 we  initiated a  restructuring  of our  operations.
Through  fiscal  1998,  we  designed,   manufactured  and  marketed  specialized
components,  analytical  equipment  and  instrumentation  products  for original
equipment  manufacturers  in the information  technology  industry.  We operated
three majority owned subsidiaries, focusing on three distinct market segments:

o        power conversion products (Oryx Power Products Corporation);

o        electrical surge protection products (SurgX Corporation); and

o        materials  analysis  and  test  equipment  and  specialized   materials
         products (Oryx Instruments and Materials Corporation).

         During  the  later  part  of  fiscal  1998  we  embarked  upon a  major
restructuring program which resulted in:

o        the sale on  February  27,  1998 of the test  equipment  portion of the
         business of Oryx Instruments and Materials Corporation;

o        the sale on March 2, 1998 of substantially  all of the business of Oryx
         Power Products Corporation in its entirety; and

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o        the  sale on  August  18,  1999  of the  remaining  operations  of Oryx
         Instruments and Materials Corporation,  consisting of the carbon target
         assembly and related materials coating business.

         Today we are a  technology  licensing  and  investment  and  management
services company with two primary focuses:

o        collecting royalties for our SurgX technology from our SurgX licensees,
         Cooper Electronics Technologies, Inc. and IRISO Electronics, Ltd.; and

o        maintaining our current investment and providing management services to
         one portfolio  company,  S2  Technologies,  through our  investment and
         management services company, Oryx Ventures, LLC.

         As a result of the  restructuring of our business,  we have disposed of
substantially all of our operating  businesses which accounted for substantially
all of our  revenue.  Due to the absence of increased  royalty  revenue from the
sale of our SurgX  technology  through our  licensees,  such  restructuring  has
sharply  reduced our revenues.  The licensees of our SurgX  technology  have, to
date,  not  been  successful  in  shipping  products   incorporating  our  SurgX
technology in volumes  sufficient to produce royalties payments to us in amounts
that would cover our operating  costs and there can be no  assurances  that they
will be successful in generating  substantial  sales of SurgX based  products in
the future.

         SurgX Corporation

         Business Overview

         SurgX Corporation, or SurgX, is the subsidiary through which we license
SurgX, our proprietary surge protection technology for over-voltage  protection.
SurgX  technology  for  over-voltage  protection  is comprised of a  specialized
polymer   formulation   containing   inorganic   solids,   metal  particles  and
adhesion-promoting agents which can be tailored for use against surge threats at
different voltage and power levels. The underlying technology developed by SurgX
is currently licensed to two licensees,  Cooper Bussmann,  or Cooper Electronics
Technologies,  and IRISO Electronics Company, Ltd., or IRISO, on a non-exclusive
world-wide basis. Products manufactured by these licensees and utilizing SurgX's
proprietary   technology   are   targeted   for  sale  to   original   equipment
manufacturers,   or  OEMs,   and  contract   manufacturers   in  the   computer,
communication,   and  electronics   industries  to  provide  protection  against
electrostatic  discharge, or ESD, events through discrete devices at the printed
circuit board level.

         The  licensees  of  our  SurgX  technology  have,  to  date,  not  been
successful in shipping  products  incorporating  our SurgX technology in volumes
sufficient to produce royalty revenue income to us to support our operations and
there can be no assurances  that they will be successful in increasing  sales of
products based on our SurgX technology in the future.

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<PAGE>
Licensees

         Cooper Electronics Technologies

         In fiscal  year 1997,  we granted  to Cooper  Bussmann a  non-exclusive
license  in  Japan  and an  exclusive  license  for  the  rest of the  world  to
manufacture and market surface mount and connector array  components using SurgX
technology. Cooper Bussmann is a leading manufacturer of fuses and other circuit
protection devices,  and its target market for products  incorporating the SurgX
technology is the electronics market. In consideration for this license,  Cooper
Bussmann paid us $750,000 in development  funding,  and, subject to terms of the
license agreement, became obligated to pay us royalties for approximately eleven
years based upon Cooper  Bussmann  sales of SurgX surface mount  components  and
connectors.  In September of 1997, this license  agreement was amended to extend
its term to 20 years,  expand Cooper Bussmann's  license rights for SurgTape for
board-level  ESD  protection,  and  provide  SurgX  with a cash  advance of $1.7
million,  in the  form  of  non-refundable  minimum  royalties  to  finance  the
development and  commercialization  of SurgTape,  which was not  commercialized.
Pursuant to the terms of the license  agreement,  Cooper Bussmann was granted an
exclusive  license  through  June 2001 in  exchange  for the $1.7  million  cash
advance it provided to us. Subsequently, Cooper Bussmann did not make a required
$1 million  royalty  payment due  September  15, 2002 to maintain its  exclusive
license to the SurgX  technology  and its license  automatically  converted to a
nonexclusive basis as of September 15, 2002. Due to lower than anticipated sales
of SurgX products,  we did not receive any royalties from Cooper Bussmann during
fiscal years 2002 and 2003. However, we did receive a royalty payment of $56,000
from Cooper Bussmann for sales of SurgX products for the year ended February 29,
2004.

         During  fiscal  2000,   Cooper  Bussmann   formed  Cooper   Electronics
Technologies, Inc. to handle research, development,  manufacturing and sales and
marketing  functions for the P.C. board level electronic  circuit protection and
conditioning  products within Cooper Bussmann.  This effort encompassed  several
technologies,   including  products   incorporating  SurgX  technology.   Cooper
Electronics   Technologies   has  a  worldwide   network  of  direct  sales  and
representative  entities and technical  distribution  groups responsible for the
promotion and sales support of its products including SurgX  electrostatic surge
protection devices. Currently, Cooper Electronics Technologies offer three SurgX
products:  0805 Chip Polymer ESD Suppressant,  41206 Four Element Array and 0603
Polymer ESD Suppressant.

         In fiscal year 2000,  we  transferred  all SurgX  polymer  research and
development  efforts to Cooper  Electronics  Technologies and in fiscal 2002, we
transferred  all trade  secrets and  manufacturing  know-how for SurgX liquid to
Cooper  Electronics   Technologies.   All  future  SurgX  liquid   manufacturing
enhancements  and development  activities are intended to be performed by Cooper
Electronics Technologies.

         In fiscal  2001,  a Cooper  Electronics  Technologies  polymer  devices
facility was  established  to support  polymer  development,  manufacturing  and
marketing  activities.  This  facility  also  includes  technology  research and
development for several other Cooper Electronics  Technologies' devices, such as
supercapacitors.  Cooper  Electronics  Technologies'  manufacturing  and process
know-how have been utilized to improve the processing  yields,  the  consistency
and the logistics of SurgX liquid  manufacturing,  and the focused marketing and

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<PAGE>
application engineering effort has improved the integration and manufacturing of
SurgX liquid  technology  with  finished ESD  protection  device  manufacturing.
Presently,  Cooper Electronics Technologies is continuing its device development
efforts on a level in line with its perception of the potential  market size and
sales opportunity for SurgX based products.

         Currently,  research  and  development  efforts  of Cooper  Electronics
Technologies  include  activities  designed  to  develop  market  driven  device
configurations and to improve the reliability of the SurgX products it sells, as
well as new development  efforts toward  improved  electrical  performance.  For
Cooper Electronics  Technologies to be able to participate in a more significant
portion  of the  potential  market  for ESD type  transient  voltage  protection
devices,  significant electrical performance  improvements to the liquid polymer
must be realized,  which will require enhancements to the current polymer system
to achieve much lower trigger and clamping  voltage  performance.  This is being
done in conjunction  with continual  reductions in production costs to keep step
with  the  large  customer  cost  reduction   initiatives.   Cooper  Electronics
Technologies is continually  evaluating its development  priorities  relative to
all their products,  but there can be no assurance if, or at what level,  Cooper
Electronics Technologies will support development efforts in the future.

         In late calendar 2001,  Cooper  Electronics  Technologies  introduced a
0603 discrete  component  package with better  protection  capability  and lower
trigger  voltage and has also been in the process of  developing  a much smaller
footprint  component,  a 0402  package  style,  in  addition  to  other  smaller
multi-line  variants.  The  mass  production  version  of  the  0402  device  is
anticipated to be  commercially  introduced in late calendar 2004,  however,  no
firm introduction date has been finalized.

         Cooper  Bussmann  utilizes  an Asian  based  contract  manufacturer  to
produce its SurgX based products: 0805 Chip Polymer ESD Suppressant,  41206 Four
Element  Array and 0603  Polymer  ESD  Suppressant.  The 0805 Chip  Polymer  ESD
Suppressant was the first product  introduced by Cooper Electronics and has been
sold for use in home phone  systems.  The 41206 Four Element Array has been sold
for use in devices to protect the USB signal lines in portable communication and
set  top  box  applications.  The  most  recent  product  introduced  by  Cooper
Electronics, the 0603 Polymer ESD Suppressant, has been sold for use in cellular
devices, PDA's, set top boxes and DSL type equipment.

         Historically,  until two years  ago,  Cooper  Electronics  Technologies
sales of SurgX products had been lower than anticipated. Sales of SurgX products
by Cooper  Electronics  Technologies  for fiscal 2001 were under  three  million
units. Sales of SurgX products in fiscal 2002 were also significantly lower than
anticipated,  with  less  than 18  million  units  shipped  during  the  period,
partially due to a persistent  overall  slowdown in the electronic  industry and
the inability of our SurgX polymer  technology to meet more stringent  technical
protection  requirements  of customers for new  integrated  circuit  devices and
fiber  optic  amplifier   components.   In  fiscal  2003,  with  a  concentrated
application  engineering and marketing  effort and the  introduction of the 0603
ESDA product, Cooper Electronics Technologies shipped over 30 million devices in
a combination of 0603,  0805, and 4 line array  configurations.  In fiscal 2004,
Cooper Electronics  Technologies  shipped over 100 million devices,  as the 0603
ESD product continues to gain popularity with the designer  community due to the
high frequency  performance  and new pricing  policies aimed at replacing  other
devices traditionally used for ESD protection.  Cooper Electronics  Technologies

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<PAGE>
has gained design wins and is shipping to large multinational  customers such as
Canon, Panasonic, Sanyo, Toshiba, Motorola, Siemens, Fujitsu and Sony.


         For the first  two  months  of  fiscal  2005 the  order  rate for SurgX
products  continues  to increase  and is almost  twice the rate of the  previous
year's shipments. This increase is primarily the result of the technology coming
into wider use by circuit  designers  for a wider range of  applications.  Major
growth  of  device  sales,  overall,  is  predicated  on not  only  pricing  but
performance   and   packaging   format.   While  the  sales  prices  of  devices
incorporating  our SurgX  technology  were  impacted by the severe piece erosion
during the past three years resulting from industry overcapacity, a market study
from Paumanok  Publications,  Inc.,  issued in January  2004,  suggest a general
improvement in the overall pricing for this upcoming year.

         IRISO

         In November 1997, IRISO, a manufacturer of high engineering  connectors
and precision metal pins for electronic equipment, invested $500,000 in SurgX in
exchange  for an equity  ownership  interest  of  approximately  3% of the total
outstanding shares of SurgX. In conjunction with this equity  investment,  IRISO
received a fifteen-year  co-license to manufacture and sell our SurgX technology
exclusively in Japan for board level ESD protection.  IRISO sells these products
under the SurgX trademark.

         In fiscal  1999,  IRISO  started  volume  production  and sales of 0805
surface mount  components.  Sales of SurgX products by IRISO in fiscal 2000 were
minimal,  with IRISO  shipping  production  quantities  to two major OEMs and in
lesser amounts to five other customers.  While IRISO's  shipments in fiscal 2002
and fiscal 2003 were up  significantly,  at  approximately  12 million units for
each year, these sales levels were much lower than initially forecasted due to a
significant  downturn in the electronic  components  markets,  predatory pricing
pressures from competitors and by market requirements of improved ESD protection
capabilities,  which IRISO has not yet achieved.  IRISO shipped approximately 25
million units of SurgX products in fiscal 2004.

         In fiscal 2000,  IRISO launched a SurgX component in a standard passive
component  package  style,  its 0805 package.  Current  development  efforts for
future product  offerings by IRISO are chip and network chip for optical devices
and  the  next  generation  cellular  phone.  However,   electrical  performance
improvements of reduced clamp voltage (trigger voltage) and electrical  shorting
must be achieved to create  additional sales  opportunities  for IRISO.  Without
these  improvements,  which have not yet been  achieved,  we expect that IRISO's
sales volume of products incorporating SurgX technology will only rise modestly.
IRISO is also  actively  pursuing  cost  reductions  initiatives  for its  SurgX
products,  which  to-date have not been  achieved,  in order to address  pricing
pressure from its  competitors  which,  if not addressed,  could have a material
adverse effect on its sales of SurgX products

         In  fiscal  2002 we  transferred  the  manufacturing  of  SurgX  liquid
material  to  IRISO  in  Japan.  We also  terminated  our  internal  development

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activities on February 1, 2003; therefore, all future SurgX liquid manufacturing
enhancements and liquid development activities will be borne by IRISO.

         In fiscal  2001,  IRISO paid us $100,000  in  licensing  royalties  for
shipments  during that year.  In fiscal 2002,  IRISO paid its minimum  licensing
royalty obligation of $200,000 for the royalty year ending October 2001 and made
royalty  payments  to us totaling  $148,000 in fiscal 2003 for the royalty  year
ending October 2002, which was below the minimum annual royalty amount for IRISO
to maintain  its  co-exclusive  license.  As a result,  IRISO's  license with us
converted  to a  non-exclusive  license  for the  remaining  term of the license
agreement.  On April 1,  2003,  IRISO  paid us a one  time  fee of  $200,000  in
connection with an amendment to the license agreement to expand IRISO's licensed
territory from Japan to a  non-exclusive  worldwide  license.  Additionally,  in
fiscal 2004, IRISO made royalty payments totaling $219,000.

Other Potential Licensees

         To expand the market for SurgX  products,  in fiscal 2003 we  initiated
discussions with several  companies  regarding  licensing our SurgX  technology.
However,  we were  unsuccessful in entering into a new license agreement for our
SurgX  technology  with any of the four companies we were in  discussions  with.
Consequently,  we  significantly  curtailed our  solicitation of and negotiation
with  potential  new  licensees.   However,   we  recently  initiated  licensing
discussions  with two  companies,  but there can be no assurance that we will be
successful in entering into a license  agreement for our SurgX  technology on an
acceptable commercial basis with any of these companies.

Market for SurgX Technology

         As  the  information   technology   industry   increases  capacity  and
performance, faster speeds, smaller chip geometries and lower operating voltages
are required.  These  developments have been accompanied by increases in product
susceptibility to failures from over-voltage threats mainly from ESD. Failure to
address these  problems can result in the  destruction  of chips and  circuitry.
These  threats can  originate  from inside or outside the products and can arise
from such factors as ESD, induced  lightning  effects,  spurious line transients
and other complex  over-voltage  sources.  During the last decade,  new products
have emerged to address  protection  of integrated  circuits  from ESD.  Related
specialized  products  range  from wrist  straps  worn by  electronics  assembly
workers,  to special  anti-static  packaging of components and sub-assemblies as
well as board level protection devices such as diodes and varistors.

         In  calendar  year  2000,  the  global  market  for  all   over-voltage
protection devices was approximately $2.6 billion. The global market declined to
approximately $1.8 billion per year in calendar years 2001 and 2002, as a result
of a general slowdown of the global high-tech  economy and severe price erosion.
In  calendar  year  2003,  as a  result  of  a  recovering  electronics  market,
stabilized   prices  and  increased  demand  by  OEMs  purchasing   over-voltage
protection  components  to  comply  with IEC  61000-4-2  specifications  for ESD

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protection,   the  global  market  for  over-voltage   protection  increased  to
approximately $1.9 billion.

         Our SurgX  technology  is a polymer based  technology,  used to protect
against the ESD-type over-voltage transients. The over-voltage protection market
also includes more mature transient voltage suppression, or TVS, devices such as
gas discharge tubes,  varistors,  and diodes. The major markets targeted for new
surge  protection  devices and  technologies,  such as those  represented by our
SurgX  technology,  are  wireless  telecommunication,   non  engine  compartment
automotive,  computers,  and new digital audio and video.  Gas discharge  tubes,
varistors, and diodes are all used as protection from over-voltage transients in
signal  lines  such as phone  lines and  antennae.  However,  the market for the
relatively  new  voltage  variable  polymer  type TVS  device  with  low  energy
capability but with low  capacitance  and leakage is an expanding one with sales
based on acceptance and device performance capability.

         Gas discharge  tubes are  traditionally  used for  protection of signal
lines  such as phone  lines,  computer  data line  communications  and  antennae
because low  capacitance  of the tubes does not interfere  with the bandwidth of
high frequency communication circuits. Gas discharge tubes are also used for the
protection of AC powerlines,  since they can handle high currents. Gas discharge
tubes are inherently bipolar, have low capacitance,  in the .5 to 2pF range, and
can handle high currents in the 5 to 20,000 amps range. A negative  attribute of
the gas  discharge  tubes is their slow turn on,  which  allows some of the over
voltage pulse to get through and damage sensitive  electronics,  and conversely,
the difficulty in turning off after the transient has ended.

         Varistors   were   historically   used  for  protection  of  electronic
components  from transients  generated on the power lines  supplying  electronic
systems.  The varistor is bipolar in nature but has the largest  capacitance  of
the common  over-voltage  protection  devices,  commonly  ranging between 200 to
10,000pF.   Newer  varistor  devices  have  now  appeared  on  the  market  with
capacitances as low as 5 pF targeted for the ESD protection area. These devices,
typically surface mount technology, or SMT, varistors, can be manufactured using
multilayered  technology  in much  smaller  footprint  than  other  over-voltage
protection components. For this reason, varistors, especially the 0402 footprint
size,  began to be gain  traction in the cellular  market in 2000 and sales grew
substantially  during  calendar  years 2001 through 2003.  However,  the typical
response  times cited for varistors are slow and current  leakages are up to the
milliamp range.

         Diodes offer the lowest costs,  tightest  clamping  voltage and fastest
response times of standard  over-voltage  protection  devices.  For this reason,
diodes have been the preferred  over-voltage  protection  device for  integrated
circuits  protection at the board level.  Diodes are used  extensively on signal
lines and on printed circuit boards used in communications, computer, industrial
and  automotive  electronics.  Diode  response times are one nanosecond or less,
however,  capacitances  are commonly greater than 10 to 100's of pF, the current
leakage  is in the  microamp  range,  and  the  response  to  voltages  is  only
unidirectional.  Diodes  include Zener diodes,  silicon  avalanche  diodes,  and
sidactors.  In some  specific  instances  switching  diodes  may also be used as
transient voltage surge diodes,  although these are not true suppressors and are
offered as low cost alternatives to Zeners and silicon avalanche diodes.

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<PAGE>
         SurgX is an SMT type chip over-voltage  protection component,  which is
designed for extensive use on printed circuit  boards.  It addresses many of the
same  applications as diodes and some varistors.  Like the varistors and the gas
discharge tubes,  SurgX is bipolar in nature,  allowing a single SurgX component
to replace two diode devices. The capacitance of SurgX devices is typically less
than 1/4  picofarad,  much lower than that of any of the  standard  over-voltage
protection  components  it is  intended  to  replace.  SurgX  devices  have been
measured to be usable at very high frequencies  without  interfering with signal
transmission.  This low capacitance is particularly important as the frequencies
of electronic  devices in use today go beyond 2 GHz.  Over-voltage  devices with
capacitances  greater  than 10 pF interfere  with  megahertz  signals.  The slow
response time of the gas discharge  tubes prohibits their use for ESD protection
of signal lines, even though they have the low capacitance required.

         SurgX  can be used  as a  diode/varistor  replacement  in  certain  ESD
over-voltage  transient applications since it has nanosecond response time, with
a fold back trigger response  similar to a sidactor diode,  low  capacitance,  a
very small  footprint,  lower leakage current than either a diode or a varistor,
and high current  shunting  capability,  although it can absorb only  microjoule
level energy.

         Though proven for performance and reliability,  each of the traditional
over-voltage protection technologies has only a narrow range of application.  In
addition,  none achieves the desired  combination of high speed,  elevated power
handling  capability,  low clamping  voltage and low  capacitance.  Furthermore,
present  conventional  devices and  methodologies  are  expensive for use on all
signal lines on a given circuit board.  SurgX components are intended to address
the low  capacitance  and low current  leakage  needs  required  for signal line
protection  in  electronics,  which is a small sub segment of the  available ESD
protection market.


Primary Market Segment

         Our licensees,  IRISO and Cooper  Bussmann,  through its business unit,
Cooper Electronic Technologies,  have sole responsibility for marketing products
incorporating our SurgX polymer  technology.  The TVS protection or ESD function
traditionally  served  by zener  diodes  and  varistors  is the  primary  market
targeted by our licensees.  This market in calendar 2003 was approximately  $900
million. This market consists of two segments: the low energy high frequency ESD
type  protection  where the SurgX device is optimal in its function and the much
lower  clamp  (trigger  voltage)  or higher  energy  lower  clamping  capability
application currently outside the SurgX specification area. In calendar 2003 the
zener diode market was approximately  $400 million with 25 billion units shipped
and the varistor  market was  approximately  $500 million with 10 billion  units
shipped.  However,  in order to fully  participate in these segments,  the SurgX
device must be offered in a smaller  footprint,  designed with lower trigger and
clamp  voltage  and  higher  cycle  capability,  in  addition  to higher  energy
capacity,  to withstand higher or longer duration transient pulses. Within these
markets the most important  factor in choosing a device for TVS protection tends
to be cost.  After  cost,  reliability,  footprint,  trigger  voltage,  level of
capacitance,  response  time,  size,  energy  handling  and leakage  current are
important  criteria  in  selecting  a  device.  SurgX  technology  currently  is
competitive  with other devices for low  capacitance  and low leakage  criteria,
albeit a small sub-segment of the overall market, with approximately 100 million

                                       10
<PAGE>
units  of  SurgX  ESD  protection  units  shipped  in  calendar  2003.  The  low
capacitance  requirement  of ESD protection  devices in many circuit  designs is
already  providing the entry for SurgX into the market segment  currently served
by diode/varistors.  Our licensees are participating,  in a very limited way, in
the low price, high volume  diode/varistors  market,  however they have found it
difficult  to meet the required  electrical  performance  and smaller  footprint
required for products in this market.

Product Development

         The  development  requirements  for  products  incorporating  our SurgX
technology  include lower  trigger/clamp  voltage to be able to protect the chip
sets designed for new higher speed data protocols  such as the USB2,  IEEE1394 B
(second  generation  Firewire),  DVDI,  and  optical  amplifier  components.  In
addition,  the device assemblies must include ever smaller  footprint  platforms
and a variety  of  arrays  for the  handheld  communications  device  platforms.
Finally,  these  products must be reliable and repeatable  through  increasingly
larger number of repeated pulses and possess high reliability characteristics.

         During fiscal year 2000, we transferred all SurgX polymer  research and
development  efforts  to Cooper  Electronics  Technologies.  In  fiscal  2002 we
restarted limited SurgX liquid  development  activities to support our licensees
in improving  electrical  performance of SurgX  products.  However,  we required
additional funding in order to continue these development  activities,  which we
anticipated obtaining by entering into new licenses for our SurgX technology. We
were not successful in entering into additional  license  agreements,  and, as a
result, we terminated all development activities as of February 1, 2003.

Competition

         The  primary   competitor  to  SurgX   technology  is  a  polymer  base
over-voltage  protection product of Littlefuse,  Inc. Both Littlefuse,  Inc. and
our licensees serve a small niche of the overall market. As SurgX components are
becoming more price  competitive and available in higher volumes,  our licensees
are attempting to compete with conventional  over-voltage  transient  protection
zener diode manufacturers,  such as Toshiba  Semiconductor,  Renases Technology,
Fairchild  Semiconductor,  Diodes,  and Incand  Vishay.  Also,  as our licensees
develop smaller footprint SurgX products,  such as the 0402 discrete  component,
they intend to compete with varistors  manufacturers such as EPOC, Amotech,  TDK
and  AVX.  Broader  market  acceptance  of  products   incorporating  our  SurgX
technology  depends  on  cost,  reliability  record,   protection   performance,
packaging format, and ability to disseminate the application  information to the
designers, in that order, which to date has not been achieved by our licensees.

         Intellectual Property

         Proprietary  protection  for our  products,  processes  and know-how is
important to SurgX's business. We have numerous patents issued and in process in
the US and foreign  countries.  We also rely upon trade  secrets,  know-how  and
continuing  technological  innovation  to develop and maintain  our  competitive
position.  Our policy is to file patent  applications to protect our technology,
inventions and improvements as soon as practicable. To the extent applicable, we

                                       11
<PAGE>
will continue to work on patent applications  currently in process at the Patent
Office.   However,  since  we  have  transferred  all  product  development  and
manufacturing  to our licensees,  it is the  responsibility  of our licensees to
file patent  applications  or amendments or otherwise  protect the  intellectual
property that they develop in connection with the licensed SurgX technology.

         The registration on the "SurgX"  trademark was granted by the US Patent
and Trademark Office on March 17, 1998.

         The two  foundation  patents  filed by  SurgX in 1995 on  manufacturing
processes,  methods of making the SurgX compositions and SurgX devices have been
divided  by  the  U.S.  Patent  and  Trademark  Office  into  several  different
inventions for filing as individual patents. In September 1998, the US patent on
the basic method of manufacturing  SurgX  overvoltage  compositions was granted.
Four  additional  basic  patents  were  filed  on  other  aspects  of the  SurgX
technology,  including surface mount devices and connector  component designs. A
total of 11 US patents  have been  granted and 1 more is pending and expected to
issue as a US patent in 2004.  Foreign  patent filings were made in 10 countries
plus the European countries on the two foundation patents,  and selected foreign
patent  filings  have been  made on the other  basic  patents.  Fifteen  foreign
patents have been granted.  Eight foreign patent applications remain in process.
We believe our patents and patent  applications  cover  significant  proprietary
SurgX technology in devices, processes and materials.

         We expect that our licensees will file improvement patent  applications
with respect to changes and improvements in the SurgX  technology.  There can be
no  assurance,  however,  that  such  improvement  patents  will be filed by our
licensees or will be granted.

         Oryx Ventures, LLC

         We  established  Oryx  Ventures,  LLC,  a  Delaware  limited  liability
company,  in May 2000 to act as an investment and management services entity for
us. Oryx  Ventures is a  wholly-owned  subsidiary  of Oryx and is managed by our
employees.  Previously,  Oryx had contributed  investment funds to Oryx Ventures
from its  existing  cash  balances.  At  present,  due to a lack of capital  and
adverse  conditions  in the capital  markets,  coupled with the  uncertainty  of
future  royalty  income from  SurgX,  we are  limiting  the  activities  of Oryx
Ventures to  supporting  one  portfolio  company,  S2  Technologies  and are not
actively  seeking  new  investments.   Oryx  Ventures  provides   strategic  and
management  services in several  areas of  business,  including  administration,
accounting and sales to S2 Technologies and has received equity and cash for the
management  services it is providing.  However,  due to the departure of Mitchel
Underseth as our Chief Financial Officer, we have scaled back on the services we
provide to S2 Technologies and other companies.

         Oryx will receive all profits and losses from Oryx  Ventures,  provided
that, Philip Micciche Chief Executive Officer of Oryx,  Mitchel  Underseth,  the
former Chief Financial  Officer of Oryx and Luis Borge,  Controller of Oryx will
receive an aggregate of 20% of any distributions  made by Oryx Ventures from its
equity  holdings  of S2  Technologies,  excluding  shares of Series C  Preferred
Stock.

                                       12
<PAGE>
         To date, Oryx Ventures has invested in three technology companies:

         o        LOTS Technology,  Inc., a developer of digital optical storage
                  technology;

         o        NetConversions,  an early-stage, data marketing company with a
                  proprietary  technology that allows for real-time  analysis of
                  consumer online buyer behavior; and

         o        S2 Technologies,  Inc., an early-stage middleware and software
                  tools development company.

         LOTS  Technology  ceased  operations in calendar 2002 and has filed for
bankruptcy.  The Company  wrote off its $500,000  investment  in LOTS during the
fourth  quarter  of  fiscal  2001.  The  Company  will  not  recover  any of its
investment in LOTS Technology.

         Oryx  provided a bridge  loan of $100,000  to  NetConversions  that was
convertible  to equity at a  discounted  rate.  The Company  fully  reserved its
investment in Net  Conversions  as of November 30, 2000 due to adverse  industry
conditions and failure of NetConversions to obtain funding to grow its business.
In February 2004, NetConversions repaid our outstanding bridge loan in full.

         S2  Technologies,  Inc.,  or S2  Technologies,  is actively  engaged in
business.  S2  Technologies  has developed a software  platform that reduces the
time and cost  associated  with  integration  and testing,  resulting in shorter
development   cycles,   lower  research  and  development   costs,   and  longer
time-in-market.  Oryx  Ventures has invested an  aggregate of  $3,767,500  in S2
Technologies.  In August 2000 we purchased  $500,000 of Series A Preferred Stock
issued by S2  Technologies.  In June 2001, we made a $250,000  bridge loan to S2
Technologies. In October 2001, we participated in S2 Technologies' second equity
financing  round,  with an investment of $1,105,000 in Series B Preferred Stock,
which  included  conversion  of the $250,000  bridge loan and an  investment  of
$855,000 in new funds.  In March 2002,  we  invested an  additional  $938,000 in
Series B Preferred  Stock  issued by S2  Technologies.  In March 2002 and August
2003 we  exercised  a  warrant  to  acquire  466,666  and  233,334  shares of S2
Technologies'  Common Stock,  respectively.  In May 2003 and  September  2003 we
participated  in S2  Technologies'  Series B-1 Preferred  Stock  financing  with
investments  of  $200,000  and  $125,000,  respectively.  In  February  2004  we
purchased  $900,000 of S2  Technologies'  Series C Preferred  Stock. We are also
providing senior management advisory services to S2 Technologies for a cash fee.
As of February  29,  2004 our total  voting  ownership  of S2  Technologies  was
approximately 40.0%.

         S2 Technologies' focus is to provide value-added tools that address the
development,  integration and testing phases of the embedded  software  process.
The goal is to increase software developers'  productivity and decrease the time
it takes for their products to reach commercialization. S2 Technologies released
its first product, Stride 1.0 in March 2002 and anticipates releasing Stride 2.0
later this  calendar  year.  Sales to date have been  minimal and are lower than
anticipated  primarily  due to the  depressed  economic  environment  and a much
longer sales cycle than was originally  anticipated.

         Given the limited  capital  resources of S2 Technologies at the time we
made our original  investment,  we began recognizing losses on our investment in
S2  Technologies  based  upon  our  pro-rata  share of the  Series  A  Preferred

                                       13
<PAGE>
financing.   Concurrent  with  the  Series  B  Preferred  financing,   we  began
recognizing  losses on our  investment in S2  Technologies  based upon our total
equity ownership percentage in S2 Technologies.  As of February 29, 2004, we had
recognized cumulative losses attributable to our ownership of S2 Technologies of
$2,541,000, of which $683,000 and $787,000 were for the years ended February 29,
2004 and February 28, 2003,  respectively.  At February 29, 2004, our investment
in S2 Technologies  was carried at $717,000.  In accordance with paragraph 19(h)
of Opinion 18, we evaluate the carrying  value of our  ownership  interest in S2
Technologies for possible impairment. As a result of S2 Technologies not meeting
certain milestones established in fiscal 2003, we recorded an impairment loss of
$412,000 for the fiscal year ending  February 28, 2003.  The method to determine
the impairment  loss was based upon our pro rata share of S2  Technologies'  net
realizable value,  which consist primarily of net available cash at February 28,
2003.  For  the  year  ended  February  29,  2004  our  pro  rata  share  of  S2
Technologies'  net realizable value was in excess of our investment  balance and
therefore, no impairment loss was recorded in the year ended February 29, 2004.

Investors Risks

         Oryx  Ventures'  current  activity is limited to  providing  management
services to S2 Technologies. Our business strategy with Oryx Ventures involves a
number of special risks, including:

         o        being  deemed  as  investment  company  and  subjected  to the
                  requirements of the Investment Company Act of 1940; and

         o        the  significant  risk  associated  with investment in a small
                  start-up   company,   given  a  very   unreceptive   financing
                  environment  and Oryx's  lack of capital to provide  follow on
                  financing if required.

         We may not be able to successfully  address these  problems.  Moreover,
our future operating results will depend to a very large degree on the financial
success of our only portfolio company, S2 Technologies,  and upon our ability to
assist S2  Technologies  in becoming  cash flow  positive.  The three  portfolio
companies  we invested in were  early-stage  companies  with  limited  operating
histories  and limited or no  revenues.  To date,  S2  Technologies  is our only
portfolio  company that is still  actively  pursuing its  business  model.  LOTS
Technology  ceased  operations and filed for bankruptcy and  NetConversions  was
sold. These investments have had a negative impact on our financial  statements.
We have recorded  losses of $500,000 for writing off our  investment in LOTS and
accumulated  losses  of  $2,953,000  representing  our  pro  rata  share  of  S2
Technologies losses and goodwill impairment charges. At present, we are focusing
our  efforts on S2  Technologies.  However,  we may not be able to  successfully
develop  S2  Technologies  and there can be no  assurances  that we will  either
recoup  our   investment  or  receive  any  return  on  our   investment  in  S2
Technologies.

                                       14
<PAGE>
Effects of Various Accounting Methods on our Results of Operations

         S2  Technologies is an early stage  development  company that generates
net losses, and we expect these losses to continue in the future. On a quarterly
basis  we  evaluate  the  carrying  value  of  our  ownership   interest  in  S2
Technologies  for possible  impairment.  In our assessment of the carrying value
for S2  Technologies,  we consider  achievement of its financial plan objectives
and  milestones,  overall  market  conditions  for  its  products  or  services,
assessment  of  competitive  technologies  and its ability to raise  capital for
future funding requirements.

         The applicable  accounting  method used to record our investments in S2
Technologies  is determined by our voting  interest in S2  Technologies  and the
level of  influence we exercise  over the company.  In general we use the equity
method when our  ownership  level exceeds 20% but is not greater than 50% and we
use the cost method when our  ownership  is less than 20% and we do not exercise
significant  influence  or  effective  control.   Whether  or  not  we  exercise
significant influence with respect to a portfolio company, which at this time we
do not,  depends on an evaluation of several  factors  including our  management
capacity and decision making  authority  relative to our management  services we
provide to the  portfolio  company,  level of  representation  on the  portfolio
company's  board of directors  and level of voting  rights  associated  with our
equity  holdings.  Since our initial  investment in S2 Technologies we have used
the equity  method  because  our  ownership  level  exceeds 20% but has not been
greater than 50%.

         Costs to support Oryx  Ventures  activities  are  primarily  related to
salary expenses of Oryx employees  associated with providing management services
to S2 Technologies.  Effective November 30, 2002,  Mitchel Underseth,  our Chief
Financial  Officer,  resigned from Oryx to join S2 Technologies.  As of February
29,  2004 there was one  executive  and one  administrative  employee  providing
management  services through Oryx Ventures to S2 Technologies.  Currently,  Oryx
Ventures receives cash fees as payment for providing  management  services to S2
Technologies.

         Research and Development

         In fiscal  year 2000,  we  transferred  all of our SurgX  research  and
development to Cooper Electronics Technologies, a subsidiary of Cooper Bussmann.
Cooper  Electronics  Technologies  has funded  substantially  all  research  and
development  activities  with respect to SurgX  technology for fiscal years 2003
and 2004. The total amount spent by us on research and development activities in
fiscal years 2003 and 2004 was $209,000  and  $45,000,  respectively.  In fiscal
2003 we reinitiated limited SurgX research and development activities to support
licensees in improving  electrical  performance of SurgX  products.  We were not
successful  in  contracting  with new  licensees  for our SurgX  technology  and
terminated all SurgX development activities in February 2003.

         Regulation and Environmental Matters

         We are subject to various  federal,  state and local laws,  regulations
and  recommendations  relating  to  safe  working  conditions,   laboratory  and
manufacturing  practices,  and the use and disposal of hazardous or  potentially

                                       15
<PAGE>
hazardous substances. We no longer operate facilities that require practices for
controlling  and  disposing  of the  limited  amount  of waste  and  potentially
hazardous materials.

         Employees

         As of April 30, 2004,  we employed 2 people on a full-time  basis.  Our
full time  employees  consist of one  executive  officer and one  administrative
employee. Our employees are not covered by any collective bargaining agreements,
and we believe our employee relations are satisfactory.


                                       16
<PAGE>
                                  RISK FACTORS

         A purchase of shares of our common stock  involves  financial  risk. In
deciding whether to invest,  you should carefully consider the following factors
and other  information  available in our public  filings with the Securities and
Exchange Commission and elsewhere.

         It is especially  important to keep these risk factors in mind when you
read  forward-looking  statements.  These are  statements  that relate to future
periods and include statements about our:

         o        expected operating results;

         o        market opportunities;

         o        ability to compete; and

         o        stock price.

         Generally,  the words "anticipates,"  "believes,"  "expects," "intends"
and similar expressions  identify  forward-looking  statements.  Forward-looking
statements involve risks and uncertainties,  and our actual results could differ
materially from the results discussed in the forward-looking  statements because
of these and other factors.

         Forward-looking  statements are current only as of the date hereof.  We
do not have any obligation to inform you if forward-looking  statements,  or the
circumstances they are based on, change.



                                  Company Risks

We have a history  of losses,  expect  future  losses  and may never  achieve or
sustain profitability.

         As of February 29, 2004 we had an accumulated  deficit of approximately
$26.8  million.  We incurred  net losses of  approximately  $1.0 million for the
fiscal year ended  February 29, 2004 and $2.1 million for fiscal 2003. We expect
to  continue  to  incur  net  losses  and  these  losses  may  be   substantial.
Furthermore, we expect to generate significant negative cash flow in the future.
We will need to  generate  substantially  higher  royalty  fees to  achieve  and
sustain  profitability  and positive cash flow.  Our ability to generate  future
revenue and achieve  profitability  will depend on a number of factors,  many of
which are described throughout this section. If we are unable to generate higher
royalty fees, we will be unable to build a sustainable  business. In this event,
our share price and the value of your  investment  would  likely  decline.  As a
result of the foregoing factors, the report of our independent registered public
accounting  firm with respect to the  financial  statements at February 29, 2004
and February 28, 2003 includes an explanatory paragraph indicating that there is
substantial doubt about Oryx' ability to continue as a going concern.

                                       17
<PAGE>
There is a significant  risk that our corporate  restructuring  strategy from an
operating  company to a  technology  licensing  and  investment  and  management
services company may not be successful.

         During fiscal years 1998 and 1999 we disposed of  substantially  all of
our operating  businesses and we are now a licensing and  investment  management
services entity,  with our primary source of income deriving from royalties from
our SurgX technology  licensed to Cooper Electronics  Technologies and IRISO. In
the course of selling various  business  units, we disposed of operations  which
had accounted for substantially all of our revenues. In the absence of increased
sales of products  incorporating  our SurgX  technology by our licensees  and/or
investment returns from our remaining active portfolio company, S2 Technologies,
which have not yet  materialized,  such  restructuring  has sharply  reduced our
revenues without creating opportunities to offset equally the lost revenues.

Our  strategy of relying on licensing  royalties  and using the proceeds to fund
the acquisition of other businesses and technologies has not been successful

         We have shifted the  strategic  focus of our business from an operating
business exploiting our own developed technologies to a licensing and investment
and management  services business where we initially intended to use the royalty
revenues from our licensed SurgX technology to fund investments by Oryx Ventures
in start-up technology  companies.  However,  due to lower than expected royalty
payments  received by us from licensing our SurgX  technology,  we have not made
additional  investments  beyond  the  three  portfolio  companies  we  currently
invested  in and we have no  current  plans to make any  future  investments  in
companies other than S2 Technologies.  Further,  one of our portfolio  companies
has ceased operations and filed for bankruptcy and another portfolio company has
been sold.  At present,  only S2  Technologies  is  actively  engaged in ongoing
business  operations  and our  management  services  business  is limited to the
services we provide to S2 Technologies. Our business strategy with Oryx Ventures
involves a number of special risks, including:

         o        adverse market conditions for development stage companies; and

         o        the  significant  risk  associated  with  investment  in small
                  start-up  companies,   given  a  very  unreceptive   financing
                  environment  for such  companies  along  with  Oryx's  lack of
                  capital to provide follow on financing, if required

         Our future operating  results will depend to a very large degree on the
financial  success  of S2  Technologies  and  upon  our  ability  to  assist  S2
Technologies   in  getting  to  cash  flow  positive.   All  of  the  investment
opportunities  we  have  invested  in are  early-stage  companies  with  limited
operating  histories and limited or no revenues.  To date, none of our portfolio
companies  have  met  their  projected   financial   targets,   and  expect  for
Netconversion,  provided any return to their investors. Further, we have written
down  the  value  of our  investment  in  LOTS to  zero.  Our  investment  in S2
Technologies   will  continue  to  have  a  negative  impact  on  our  financial
statements.  As of February 29, 2004,  we had invested a total of  approximately
$3.8  million  in S2  Technologies;  however,  the  current  book  value  of our
investment in S2  Technologies  is $717,000.  We may not be able to successfully

                                       18
<PAGE>
develop S2 Technologies and there can be no assurance that we will either recoup
our investment or receive any return on our investment.

We are dependent on the licensees of our SurgX technology for  substantially all
of our revenues.

         Our future  royalties  from the  licenses of our SurgX  technology  are
based solely upon the successful sales, marketing, manufacturing and development
efforts of our licensees.

         The license  agreements for our SurgX  technology no longer contain any
minimum annual royalty  payment  requirements.  Royalty  payments are based upon
product sales and current royalty  payments from our licensees are  insufficient
to support our operations. There can be no assurance that our licensees will pay
us any royalties in the future or that future  royalty  payments will provide us
with sufficient revenue to support our operations.

         Cooper  Electronics  Technologies  paid  us  minimum  royalty  payments
through June 2001.  However, it did not make a $1 million royalty payment due on
September 15, 2002 to maintain exclusivity and, at such time, its license of our
SurgX technology, pursuant to the terms of the license agreement,  automatically
became a  non-exclusive  license.  Due to low sales of SurgX  products by Cooper
Electronics Technologies,  it did not pay us any royalties for fiscal years 2002
and 2003 and paid us only  $56,000 in royalties  for fiscal  2004.  In addition,
IRISO  notified us in 2002 that it had  elected  not to pay the  minimum  annual
royalty  for the  royalty  year  ended  October  2002.  As a result  of  IRISO's
election,  the license granted to IRISO converted to a non-exclusive license for
Japan for the  remaining  term of the license  agreement.  On April 1, 2003,  we
executed an amendment to the license  agreement  granting IRISO a  non-exclusive
worldwide license for a one-time fee of $200,000.

         While shipments of products incorporating SurgX technology to customers
by Cooper  Electronics  Technologies  and IRISO have increased,  there can be no
assurances  that either of these  licensees  will ever  achieve any  significant
sales  revenue for SurgX  products.  Further,  there can be no  assurances  that
Cooper Electronics Technologies or IRISO will continue their respective licenses
with us. In the event that either  company  terminates  its license  with us, we
would suffer a material adverse impact on our business and financial  condition.
We have attempted to find additional  licensees of our SurgX technology but have
not been successful in doing so.

We may incur significant costs to avoid investment company status and may suffer
adverse consequences if deemed to be an investment company.

         We may incur significant  costs to avoid investment  company status and
may suffer other  adverse  consequences  if deemed to be an  investment  company
under the  Investment  Company  Act of 1940.  Some equity  investments  in other
businesses made by us may constitute investment securities under the 1940 Act. A
company  may  be  deemed  to be an  investment  company  if it  owns  investment
securities  with a value  exceeding 40% of its total assets,  subject to certain
exclusions.   Investment  companies  are  subject  to  registration  under,  and
compliance  with, the 1940 Act unless a particular  exclusion or Commission safe
harbor applies.  If we were to be deemed an investment  company, we would become
subject  to the  requirements  of the 1940 Act.  As a  consequence,  we would be

                                       19
<PAGE>
prohibited from engaging in business or issuing our securities as we have in the
past and we might be subject to civil and criminal  penalties for noncompliance.
In addition,  certain of our contracts might be voidable,  and a court-appointed
receiver could take control of Oryx and liquidate our business.

         Our  investment  securities  currently  comprise  more  than 40% of our
assets and this may require us to attempt to reduce our investment securities as
a percentage of our total assets. This reduction can be attempted in a number of
ways, including the disposition of investment  securities and the acquisition of
non-investment  security assets. If we sell investment  securities,  we may sell
them sooner than we otherwise would.  These sales may be at depressed prices and
we may never realize  anticipated  benefits  from, or may incur losses on, these
investments.  Some  investments  may not be sold  due to  contractual  or  legal
restrictions or the inability to locate a suitable buyer. Moreover, we may incur
tax  liabilities  when  we  sell  assets.  We may  also be  unable  to  purchase
additional  investment  securities  that  may  be  important  to  our  operating
strategy. If we decide to acquire non-investment  security assets, we may not be
able to identify and acquire suitable assets and businesses.

We depend  on certain  key employees, and the loss of any of those employees may
harm our business.

         Our performance is substantially dependent on the performance of Philip
Micciche,  our President,  Chief Executive Officer and Chief Financial  Officer.
The loss of the services of Mr.  Micciche or the key  employees of our portfolio
company,  S2  Technologies,  may harm our  business.  As of November  30,  2002,
Mitchel  Underseth,  our Chief Financial Officer  terminated his employment with
Oryx and joined S2 Technologies. Mr. Micciche has assumed the additional role of
Chief Financial Officer, effective as of Mr. Underseth's resignation.

We  rely  on our  licensees,  Cooper  Electronics  Technologies,  and  IRISO  to
manufacture and market products incorporating our SurgX technology and there can
be no assurance that they will be successful in doing so.

         We rely exclusively on our licensees to manufacture and market products
incorporating our SurgX technology.  However, there can be no assurance that our
licensees  will be able to incorporate  manufacturing  process  improvements  in
products  using SurgX  technology  to further  reduce  product  cost and enhance
product  performance  to allow  them to  compete  more  effectively  in the high
volume,  low price  diode/varistor  market.  To date our licensees have not been
successful in generating  significant profits from the sale of SurgX products or
effectively competing in this market.

         Further, manufacturing development results produced by our licensees in
the future will be influenced by numerous factors, including:

         o        our licensees'  evaluation of the potential  profitability  of
                  continuing to sell SurgX products;

         o        the  availability  of  funding  for  continuing  research  and
                  development, sales and marketing activities;

                                       20
<PAGE>
         o        technological  developments by our licensees,  their customers
                  and competitors;

         o        market   acceptance  of  products   incorporating   the  SurgX
                  technology; and

         o        our licensees' capacity to develop and manage the introduction
                  of new products.

We rely on our licensees  for research and  development  in connection  with our
SurgX technology.

         The  development,  design  and  manufacture  of  technology  constantly
undergo  rapid  and  significant  change.  We  rely  on  our  licensees,  Cooper
Electronics Technologies and IRISO, for technological  improvements to the SurgX
technology. Previously, we had provided limited research and development support
for our SurgX  technology but we terminated this activity  February 1, 2003. Our
success  will  depend  upon our  licensees'  ability to  maintain a  competitive
position with respect to our  proprietary  and other enhanced  technology and to
continue  to  attract  and  retain  qualified  personnel  in all  phases  of our
licensees'  operations.  Our  business  is, to a large  degree,  dependent  upon
enhancements  to the  SurgX  technology.  Critical  to our  success  and  future
profitability  will be the capacity of our licensees to improve this technology.
Product development and enhancement involve substantial research and development
expenditures  and a high degree of risk,  and there is no  assurance  that these
product development efforts will be successful,  will be accepted by the market,
or that such development  efforts can be completed on a cost-effective or timely
basis, or that there will be sufficient  funds to support  development  efforts.
There  can be no  assurance  that  future  technological  developments  by other
companies will not render  existing or proposed SurgX products  uneconomical  or
obsolete.  Furthermore,  there  can be no  assurance  that  our  licensees  will
continue  any  research  and  development  activities  with respect to our SurgX
technology or that,  without  funding from current or any future  licensees,  we
will have the  financial  capacity  to  support  any  research  and  development
activities  with respect to SurgX  technology  internally.  In  September  2001,
Cooper  Electronics  Technologies  informed  the Company that unless it receives
significant  orders for its SurgX based  products  and/or finds other  companies
willing to share in SurgX  development  cost, it will  significantly  curtail or
abandon all SurgX  related  development  activities.  While  Cooper  Electronics
Technologies  has not yet  abandoned  development  activities,  there  can be no
assurances that they will continue any development  activities  related to SurgX
technology in the future.  Without the financial support of the licensees of our
SurgX technology, we will not have the financial capacity to support and conduct
SurgX  research and  development  activities.  There can be no assurance that we
will receive such support from our licensees.

We may experience  fluctuations in future  operating  results that may adversely
affect the price of our common stock.

         Our quarterly  operating results have in the past been, and will in the
future be, subject to significant fluctuation,  which could adversely affect the
price of our common  stock.  Our  operating  results  are  impacted  by numerous
factors, such as

         o        market acceptance of SurgX products;

         o        Cooper   Electronics   Technologies'   and  IRISO's  continued
                  marketing,  sales,  research  and  development  and  financial
                  support of SurgX technology; and

                                       21
<PAGE>
         o        negative  impact on our  balance  sheet due to the  accounting
                  treatment of our investment in portfolio companies.

         The  absence  of  increases  in  demand  for  products  using our SurgX
technology or delays in acceptance of products using SurgX technology would have
a material adverse effect on our operating results.

Potential  intellectual  property  claims  and  litigation  could  subject us to
significant liability for damages and invalidation of our proprietary rights.

         Litigation  may be  necessary  in the future to enforce our patents and
other intellectual property rights, to protect our trade secrets or to determine
the validity and scope of the proprietary rights of others.

         Litigation could harm our business and result in:

         o        substantial    settlement   or   related   costs,    including
                  indemnification of customers;

         o        diversion of our or our  licensee's  management  and technical
                  resources;

         o        discontinuing the use and sale of infringing products;

         o        expending  significant  resources  to  develop  non-infringing
                  technology; and

         o        obtaining licenses to infringed technology.

         Our success is heavily dependent upon our proprietary technologies.  We
rely on a  combination  of patent,  trademark,  copyright and trade secret laws,
nondisclosure  and other  contractual  provisions,  and  technical  measures  to
protect our intellectual property rights. Our patents,  trademarks or copyrights
may be challenged  and  invalidated or  circumvented.  Our patents may not be of
sufficient  scope or strength or be issued in all  countries  where our products
can be sold. The expiration of some of our patents may harm our business.

         Others may  develop  technologies  that are  similar or superior to our
technologies, duplicate our technologies or design around our patents. Effective
intellectual  property  protection may be unavailable or limited in some foreign
countries.  Despite  efforts to protect  our  proprietary  rights,  unauthorized
parties may attempt to copy or otherwise  use aspects of  processes  and devices
that we regard as  proprietary.  Policing  unauthorized  use of our  proprietary
information  is  difficult,  and  the  steps  we  have  taken  may  not  prevent
misappropriation of our technologies.

                                       22
<PAGE>
                                 Industry Risks

If our licensees are unable to  successfully  compete in the market for products
using our SurgX technology, our business would be adversely affected.

         The  licensees of our SurgX  technology  are engaged in certain  highly
competitive and rapidly changing segments of the electronic  components industry
in which technological  advances,  costs,  consistency and reliability of supply
are critical to competitive position.  Our licensees compete or may subsequently
compete,  directly or  indirectly,  with a large number of companies,  which may
provide products or components  comparable to those provided by us. In addition,
competitors are likely to be larger,  better  capitalized,  more established and
have greater access to resources necessary to produce a competitive advantage.

We do not have the  financial  resources,  facilities  or  personnel  to perform
research and development and manufacturing operations if a licensee of our SurgX
technology terminates its license with us.

         We rely on our licensees,  Cooper  Electronics  Technologies and IRISO,
for  all  SurgX  research  and   development   activities  and  exclusively  for
manufacturing of products incorporating our SurgX technology.  At present, we do
not  support  manufacturing  activities  internally  or any SurgX  research  and
development activities. Our business is significantly dependent upon enhancement
and  increasing  sales of  products  incorporating  the SurgX  technology.  Such
activities  involve  substantial  expenditures  and a high  degree  of risk.  At
present,  we do not have the  financial  resources,  personnel or  facilities to
support or manufacture  products  incorporating the SurgX technology.  If either
Cooper  Electronics  Technologies  or IRISO  choose to terminate  their  license
agreement with us, we would not be able to support  products  incorporating  the
SurgX  technology  and the  market  position  of SurgX  products  as well as our
financial results would be materially adversely affected.

         We are  substantially  dependent upon licensing  revenue  received from
Cooper   Electronics   Technologies  and  IRISO,  the  licensees  of  our  SurgX
technology. The products sold by these licensees are incorporated into a variety
of electronics  products.  The any future slowdown in the market for electronics
products  will  adversely  affect  sales of  products  incorporating  our  SurgX
technology  which, in turn, will result in lower royalty revenue  received by us
from our licensees.  This would have a material  adverse effect on our financial
condition.


                                Investment Risks

We have not paid and do not intend to pay any dividends on our common stock.

         We have not paid any cash  dividends  on our  common  stock  since  our
inception and do not anticipate paying cash dividends on our common stock in the
foreseeable  future.  The future payment of dividends is directly dependent upon
our  future  earnings,  our  financial  requirements  and  other  factors  to be
determined  by our  board  of  directors,  as well as the  possible  consent  of

                                       23
<PAGE>
lenders,  underwriters or others. For the foreseeable  future, it is anticipated
that any earnings  that may be  generated  from our  operations  will be used to
finance our growth and will not be paid to holders of common stock.

The price of  our common stock has been volatile and may  continue to experience
volatility.

         The market price of our common stock has been,  and in the future could
be, significantly affected by factors such as:

         o        actual or anticipated fluctuations in operating results;

         o        announcements of technical innovations;

         o        new products or new contracts;

         o        competitors or their customers;

         o        developments with respect to patents or proprietary rights;

         o        changes in financial estimates by securities analysts; and

         o        general market conditions.

Our common stock has been delisted from The NASDAQ  SmallCap  Market and trading
in ORYX common stock may be more difficult.

         Our common stock was delisted from The NASDAQ SmallCap Market effective
as of January 10, 2003 due to noncompliance with Nasdaq's minimum  stockholders'
equity  requirement.  Our  common  stock now trades on the OTC  Bulletin  Board.
Delisting of our common stock from The NASDAQ SmallCap Market and trading on the
OTC  Bulletin  Board will likely make it more  difficult to trade shares of Oryx
common stock and for Oryx to raise funds through an issuance of our stock due to
generally  limited  trading  volume  on the  OTC  Bulletin  Board  and  lack  of
institutional  investor  interest  in and  research  analyst  coverage of stocks
traded on the OTC Bulletin Board.

                                       24
<PAGE>
Charter provisions may limit the voting power of holders or our common stock,
and therefore minority stockholders may not be able to significantly influence
Oryx's governance or affairs.

         Our board of directors  has the  authority to issue shares of preferred
stock  and  to  determine  the  price,  rights,   preferences,   privileges  and
restrictions,  including voting rights, of those shares without any further vote
or action by  shareholders.  The rights of the  holders of common  stock will be
subject to, and may be  adversely  affected by, the rights of the holders of any
preferred  stock that may be issued in the future.  The  issuance  of  preferred
stock, while providing  flexibility in connection with possible acquisitions and
other corporate purposes,  could have the effect of making it more difficult for
a third party to acquire a majority of our outstanding voting stock.

The conversion or  exercise of currently  outstanding convertible securities and
warrants would result in significant dilution to holders of our common stock.

         As a result of  various  transactions  previously  entered by us, as of
February 29, 2004,  there were  outstanding  convertible  securities and private
warrants  and options for the  conversion  and  purchase of up to  approximately
624,705 shares of common stock. This represents significant additional potential
dilution for our existing stockholders. The shares of common stock issuable upon
conversion of convertible securities or exercise of warrants are not included in
currently  outstanding  shares.  In addition,  as a result of the  anti-dilution
provisions  included in certain of these  convertible  securities,  there may be
further  dilution  based on the price at which we issue other  securities in the
future.

Item 2.  Description of Property.

         We presently  operate our  businesses  in one facility  located at 4340
Almaden Expressway,  San Jose, California. On August 7, 2001, we entered into an
agreement with  Hessling-Piper  Investments to lease our current offices,  a 550
square foot facility in San Jose,  California.  The monthly rental fee is $1,000
and the lease terminates August 10, 2004.

         The  property  described  above is in  satisfactory  condition  for the
purpose for which it is used.

Item 3.  Legal Proceedings.

         We know of no material  litigation  or claims  pending,  threatened  or
contemplated to which Oryx is or may become a party.

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

         During the fourth  quarter of our fiscal year ended  February 29, 2004,
no matters were submitted to a vote of security holders.

                                       25
<PAGE>
                                    PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         Since our initial public offering of common stock and warrants on April
6, 1994 until  January  9,  2003,  our common  stock and  warrants  have  traded
principally on The NASDAQ  SmallCap Market under the symbols "ORYX" AND "ORYXW,"
respectively.  Commencing  January 10, 2003,  our common stock has traded on the
OTC Bulletin Board under the symbol "ORYX.OB." Prior to April 6, 1994, there was
no public market for our securities. The following table sets forth the high and
low sale prices for our common stock for the periods  indicated,  as reported by
NASDAQ  until  January  9, 2003 and the OTC  Bulletin  Board  thereafter.  These
quotations  reflect prices  between  dealers,  do not include  retail  mark-ups,
markdowns or commissions and may not necessarily represent actual transactions.



                                           Common Stock
                                           ------------
                                        High             Low
                                        ----             ---
2003 Fiscal year
----------------
1st Quarter                           $  4.80          $  1.85
2nd Quarter                           $  2.30          $  1.00
3rd Quarter                           $  1.44          $  0.34
4th Quarter                           $  0.90          $  0.26

2004 Fiscal year
----------------
1st Quarter                           $  1.31          $  0.41
2nd Quarter                           $  4.00          $  0.75
3rd Quarter                           $  3.65          $  2.00
4th Quarter                           $  7.75          $  2.10

         On April 30, 2004 the closing  price for our common stock was $6.25 per
share. As of April 30, 2004 the number of record holders of our common stock was
approximately 91.

         We have never paid cash dividends on our common stock,  however, we pay
a $0.50 annual dividend on outstanding  shares of preferred  stock. We presently
intend to retain  future  earnings,  if any,  to finance  the  expansion  of our
business and do not  anticipate  that any cash  dividends will be paid on common
stock in the  foreseeable  future.  Future  dividend  policy  will depend on our
earnings,  capital requirements,  expansion plans, financial condition and other
relevant  factors as well as the  possible  need to obtain the consent of any of
our lenders.

         On January 29,  2004,  Oryx  completed a private  placement  of 360,000
shares of its common stock at a purchase price of $3.00 per share,  resulting in
aggregate proceeds to Oryx of $900,000.  The investors also received warrants to
purchase 90,000  additional  shares of Oryx common stock at an exercise price of
$6.00 per share.  The common stock and warrants  sold in this private  placement
have not been registered under the Securities Act of 1933, as amended,  pursuant
to an exemption from registration under Section 4(2) of the Act.

                                       26
<PAGE>
Item 6.  Management's Discussion and Analysis or Plan of Operation.

         This Annual Report on Form 10-KSB contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
particularly  statements  regarding market  opportunities,  market share growth,
competitive  growth,  new product  introductions  by our  licensees,  success of
research and development efforts by our licensees and customer acceptance of new
products. These forward-looking statements involve risks and uncertainties,  and
the cautionary  statements set forth below identify important factors that could
cause  actual  results to differ  materially  from those  predicted  in any such
forward  looking  statements.  Such  factors  include,  but are not  limited to,
adverse changes in general economic conditions, including adverse changes in the
specific markets for products of our Surgx licensees,  such as : adverse changes
in customer order  patterns,  increased  competition,  lack of acceptance of new
products,  lack of success in technological  advancement;  our ability to retain
our key executive;  adverse  conditions in the capital  markets;  other business
conditions that may negatively our portfolio company,  S2 Technologies and other
factors including, without limitation, those listed in "Risk Factors" above.

         Business Segments

         Through  fiscal year 2004, we operated in two main  business  segments:
SurgX, a 97% owned subsidiary,  and Oryx Ventures, our investment and management
services  company.  The  minority  interest  of 3% in SurgX is not  significant;
therefore,  it is not reflected in our financial  statements.  These  businesses
operate independently and are supported by a corporate segment providing for all
administrative,   accounting,  and  financial  activities.  As  noted  above  in
"Description  of  Business,"  during  fiscal year 1998, we embarked upon a major
restructuring  program.  This  resulted  in the  sale on  February  27,  1998 of
approximately 80% of our interest in Oryx Instruments and Materials  Corporation
and the sale on March 2, 1998 of substantially  all of the assets and the entire
business of Power Products Corporation. We took these steps to reduce losses and
enable us to  concentrate on our  electrostatic  discharge  protection  business
through our SurgX subsidiary.


         Segment/Subsidiary                   Businesses
         ------------------                   ----------

         SurgX Corporation                    o licensing SurgX technology

         Oryx Ventures, LLC                   o management services
                                              o investment in early stage
                                                development companies


         Critical accounting policies

         Management's  discussion  and analysis of our  financial  condition and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of

                                       27
<PAGE>
contingent  assets and  liabilities.  On an on-going  basis,  we evaluate  these
estimates.  We base our estimates on historical  experience and on various other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

         We believe the following critical  accounting  policies affect our more
significant  judgments and estimates used in the preparation of our consolidated
financial statements:

         Investments

         The various  interests  that we have  acquired in  companies  have been
         accounted for under two broad  methods:  the equity method and the cost
         method. The applicable  accounting method is generally determined based
         on our voting interest in a company.

         Equity Method.  Entities where we can exercise  significant  influence,
         but  not  control,  are  accounted  for  under  the  equity  method  of
         accounting.  Whether  or not we  exercise  significant  influence  with
         respect  to a company  depends  on an  evaluation  of  several  factors
         including,  among  others,  representation  on the  company's  board of
         directors  and  ownership  level,  generally 20% to 50% interest in the
         voting  securities of the company  including  voting rights  associated
         with  our  holdings  in  common,   preferred   and  other   convertible
         instruments in the company. Under the equity method of accounting,  our
         share of the earnings or losses of these  companies are included in the
         equity  income  (loss)  section  of  the  consolidated   statements  of
         operations.

         Cost Method.  Companies  not  consolidated  or accounted  for under the
         equity method are  accounted  for under the cost method of  accounting.
         Under  this  method,  our  share of the  earnings  or  losses  of these
         companies is not included in its consolidated  statements of operations
         until dividends are paid.

         Impairment of investments and long-lived assets

         Our long-lived  assets include cost and equity method  investments  and
         goodwill resulting from our equity method investments.  We periodically
         evaluate the carrying value of our investments for impairment. The fair
         value of the long-term  investments is dependent on the  performance of
         the entities in which we have invested,  as well as volatility inherent
         in the external markets for these investments.

         In assessing  potential  impairment for these  investments  and related
         goodwill  we will  consider  several  factors  as  well  as  forecasted
         financial  performance  of the  companies we have invested in. If these
         forecasts  are not met,  we may have to  record  additional  impairment
         charges not previously  recognized.  During the year ended February 28,
         2003,  we  recognized  impairment  losses of  $412,000  related  to our
         investments in S2  Technologies.  No impairment  losses were recognized
         during  the  year  ended   February   29,  2004.   In   assessing   the
         recoverability of our equity method goodwill,  we must make assumptions
         regarding  estimated  future cash flows and other  factors to determine
         the fair value of the respective  assets.  If these  estimates or their

                                       28
<PAGE>

         related  assumptions change in the future, we may be required to record
         impairment charges for these assets not previously recorded.

         Revenue recognition

         Services  revenue  is for  management  services  pursuant  to time  and
         materials  contracts  and is  recorded  when  services  are  performed,
         contractually  payable and  collectibility  is probable.  Other revenue
         represents  royalty  revenue based upon license  agreements or per unit
         royalties which are recognized  when earned,  reported by the licensee,
         contractually payable and collectibility is probable.

         Allowance for doubtful accounts

         We maintain an allowance  for doubtful  accounts for  estimated  losses
         from the  inability of our  customers  to make  required  payments.  We
         evaluate our allowance for doubtful accounts based on the ageing of our
         accounts receivable, the financial condition of our customers and their
         payment  history,   our  historical   write-off  experience  and  other
         assumptions.

         Accounting  for  Income  Taxes

         We record a valuation  allowance  to reduce our  deferred tax assets to
         the  amount  that is more  likely  than  not to be  realized.  While we
         consider historical levels of income, expectations and risks associated
         with  estimates  of future  taxable  income  and  ongoing  prudent  and
         feasible  tax  planning  strategies  in  assessing  the  need  for  the
         valuation  allowance,  in the event that we determine  that we would be
         able to realize  deferred tax assets in the future in excess of the net
         recorded amount, an adjustment to the deferred tax asset would increase
         income in the period such determination was made.

         Other income

         The Other income in fiscal 2004 consists of a credit given by IRISO to
         reduce liabilities previously recorded. The Other income in fiscal 2003
         includes equipment rental income that is recognized when contractually
         payable and collection is probable.


         The above listing is not intended to be a comprehensive  list of all of
our accounting policies. In many cases, the accounting treatment of a particular
transaction  is   specifically   dictated  by  generally   accepted   accounting
principles,  with no need for management's judgment in their application.  There
are  also  areas in which  management's  judgment  in  selecting  any  available
alternative  would not produce a materially  different  result.  See our audited
consolidated  financial  statements and notes thereto which begin on page F-1 of
this Annual Report on Form 10-KSB,  which contain accounting  policies and other
disclosures required by generally accepted accounting principles.

         Consolidated Results Operations

         For the  fiscal  year  ended  February  29,  2004,  revenues  increased
$122,000 or 31% from  $388,000 for the year ended  February 28, 2003 to $510,000
for the year ended  February  29, 2004.  The  increase in revenue was  primarily

                                       29
<PAGE>
attributed to a one-time  $200,000 payment in connection with expanding  IRISO's
licensed  territory  from Japan to  worldwide,  and an increase in SurgX royalty
revenue,  offset by the  absence  of  royalty  recognition  from the sale of our
Intragene  technology and a decrease in management  services fees generated from
Oryx Ventures.  The increase in SurgX  royalties was due to an increase in units
sold by our licensees. Our licensee Cooper Electronics Technologies began to pay
us royalties  during this fiscal year, for the first time since fiscal 1998 when
they paid us $1,700,000  representing  minimum  royalties  through October 2002.
Oryx Ventures  management  services  fees  decreased as a result of reducing the
services  provided  by Oryx  Ventures to our  remaining  portfolio  company,  S2
Technologies.  We anticipate that future revenue will be derived  primarily from
royalties from our SurgX technology.  To date, royalty revenue from sales by our
SurgX licensees have not been sufficient to cover our operating expenses.  While
our  licensee,  Cooper  Electronics   Technologies,   has  recently  experienced
increased interest and orders for its SurgX products, there can be no assurances
that sales of SurgX  products  will  increase in the future,  if at all, or that
increases in sales will result in higher  royalty  income for us. Future royalty
revenues   will  be  based  solely  upon  the   successful   sales,   marketing,
manufacturing and development efforts of our SurgX licensees and there can be no
assurances  that our licensees  will continue to invest in SurgX related  sales,
marketing and research and development activities.

         Cost of sales  decreased  $87,000 or 60% from  $146,000  for the fiscal
year ended  February  28, 2003 to $59,000 for the year ended  February 29, 2004.
The decrease is  attributable  to reduction of management  services  provided by
Oryx Ventures.

         Our gross  profit  increased  $209,000  or 86 % from a gross  profit of
$242,000  for the  fiscal  year ended  February  28,  2003 to a gross  profit of
$451,000 for the year ended  February 29, 2004. The increase in gross profit for
the year ended  February 29, 2004 was primarily  attributed to a one-time fee in
the amount of  $200,000  received  from  IRISO for  expanding  IRISO's  licensed
territory  from Japan to worldwide,  and an increase in SurgX  royalty  revenue,
offset by the  absence of  royalty  recognition  from the sale of our  Intragene
technology.

         General  and  administrative  expenses  decreased  $172,000 or 18% from
$961,000  for the fiscal year ended  February  28, 2003 to $789,000 for the year
ended February 29, 2004. The decrease in general and administrative  expenses is
attributed  to  an  overall  decrease  in  operating   expenses,   primarily  in
professional fees, investor relation expenses and facilities expenses, partially
offset by an increase in corporate compensation. We expect operating expenses to
remain at the same  levels  as our  fourth  quarter  run rate as steps to reduce
overall operating expense were completed during the later half of fiscal 2004.

         Research  and  development  expenses  decreased  $164,000  or 78%  from
$209,000  for the fiscal  year ended  February  28, 2003 to $45,000 for the year
ended February 29, 2004. This decrease is primarily attributed to the absence of
salaries   associated  with  development   activities   related  to  performance
improvements for our SurgX liquid technology,  which were terminated in February
2003, and to a decrease in expenses related to patent activities.  We anticipate
that  research  and  development  expenditures  in  future  periods  will  be at
approximately  the  same  level  as  fiscal  2004  for the  foreseeable  future,
primarily representing expenses related to patent activities.

                                       30
<PAGE>
         For the fiscal year ended  February  29, 2004 we recorded  net interest
income of $3,000. This compares to $10,000 of net interest income for the fiscal
year ended  February 28,  2003.  The  decrease is mainly  attributable  to lower
balances of cash and cash  equivalents  and lower  effective  interest  rates on
investments.  We anticipate  less  interest  income in the future since cash and
cash equivalent balance and interest rates have decreased from the prior year.

         Investment loss from Oryx Ventures'  activities  consists  primarily of
recognition  of  losses  relating  to  our  percentage  ownership  share  of  S2
Technologies.   From  our  original   investment  in  August  2000  through  our
participation  in the S2  Technologies  Series B Financing in October  2001,  we
recognized  approximately  71% of S2 Technologies'  losses,  which reflected our
percentage of total capital invested in this company,  in lieu of our percentage
equity ownership. Subsequent to the S2 Technologies Series B Preferred financing
in October 2001, due to the addition of several new investors, we recognized 35%
of  S2   Technologies'   losses  that  reflects  our  equity   ownership  in  S2
Technologies. Since then, due to several subsequent additional investments in S2
Technologies, our percentage ownership in S2 Technologies has fluctuated and was
40.0% at February 29, 2004.  Investment loss from Oryx Ventures  activities were
$554,000 for the fiscal year ended  February 29, 2004,  compared to $787,000 for
the fiscal year ended February 28, 2003. The decrease in investment  loss during
fiscal year 2004 was due to lower losses  recorded by S2  Technologies  and to a
$129,000  payment  received  during  this  fiscal  year  from  NetConversion  as
repayment of principal  plus  interest of a bridge loan that we provided them in
June 2000,  which we fully  reserved in November  2000. At February 29, 2004 the
carrying value of our S2 Technologies investment was $717,000.

         In  accordance  with  paragraph 40 of SFAS No. 142  "Goodwill and Other
Intangible  Assets",  we have  evaluated  the  carrying  value of our  ownership
interest  in  S2  Technologies  for  possible  impairment.  As a  result  of  S2
Technologies  not meeting  certain  milestones  established  in fiscal 2003,  we
recorded an impairment  loss of $412,000 for the year ending  February 28, 2003.
The method to  determine  the  goodwill  impairment  loss was based upon  Oryx's
prorata share of S2 Technologies' net realizable value,  which consist primarily
of net available cash at February 28, 2003.  While S2  Technologies is behind in
achievement of its financial plan objectives and milestones, we believe with the
recent  receipt of initial  orders with several large  multinational  companies,
coupled with its recent February 2004 financing round, S2 Technologies should be
able to successfully  develop its business.  However,  if S2 Technologies cannot
convert these initial orders into higher levels of sales or cannot obtain needed
financing or such financing is dilutive to our equity  ownership  interest in S2
Technologies,  our investment balance of $717,000 as of February 29, 2004 may be
subject to additional impairment charges.

         Mark Underseth,  Chief  Executive  Officer of S2  Technologies,  is the
brother of Mitchel Underseth,  who was the Chief Financial Officer of Oryx until
November 30, 2002. Mitchel Underseth did not participate in Oryx's due diligence
or  negotiations  with  respect to Oryx's  investments  in S2  Technologies  and
abstained from voting or discussion when the Oryx Board of Directors  considered
this matter.  In December 1, 2002,  Mitchel  Underseth joined S2 Technologies as
their Chief Financial Officer.

         We  recorded  $20,000 as other  income  during  the  fiscal  year ended
February 29, 2004,  consisting of a credit given by IRISO to reduce  liabilities
previously recorded.  This compares to $37,000 as other income during the fiscal

                                       31
<PAGE>
year ended February 28, 2003 primarily  related to equipment  rental income from
Cooper Bussmann.

         We believe our operating  losses will continue  through fiscal 2005, as
the  anticipated  royalty  revenue from our SurgX and management  fees generated
from Oryx Ventures will not be sufficient to cover expected  expenses for fiscal
2005.

Segment Results

         SURGX CORPORATION

                                                   February 29      February 28
         (dollars in thousands)                        2004            2003
         ----------------------------------------------------------------------

         Revenues                                      $ 475          $ 148
         Cost of sales                                     0              0
                                                       -----          -----
         Gross Profit                                    475            148

         Operating Expenses                               45            209
                                                       -----          -----
         Operating Gain (Loss)                         $ 430          ($ 61)
                                                       =====          =====


         Revenues, consisting of SurgX royalty from IRISO and Cooper Electronics
Technologies, were $475,000 for the fiscal year ended February 29, 2004 compared
to $148,000 for the fiscal year ended February 28, 2003. The increase in revenue
was primarily  attributed  to a one-time  $200,000  payment in  connection  with
expanding IRISO's licensed territory from Japan to worldwide, and an increase in
SurgX  royalty  revenue  due to  increase  in units sold by our  licensees.  Our
licensee Cooper  Electronics  Technologies began to pay us royalties during this
fiscal year based on a  percentage  of their gross  profits in sales of products
incorporating our SurgX technology.

         Future SurgX royalties will be based solely upon the successful  sales,
marketing,  manufacturing and development efforts of our licensees,  and we have
no view of what level of revenue will be achieved in the future,  if any at all,
or that increases in sales will result in higher royalty income for us.

         Operating  expenses  decreased  $164,000 or 78%,  from $209,000 for the
fiscal year ended  February 28, 2003 to $45,000 for the year ended  February 29,
2004.  This  decrease  is  primarily  attributed  to  the  absence  of  salaries
associated with development  activities related to performance  improvements for
our SurgX liquid  technology,  which were  terminated in February 2003, and to a
decrease  in  expenses  related  to  patent  activities.  Anticipated  operating
expenses in the near future will continue to be primarily legal expenses related
to patent activities.

                                       32
<PAGE>
         ORYX VENTURES, LLC

                                                    February 29     February 28
         (dollars in thousands)                        2004            2003
         ----------------------------------------------------------------------

         Revenues                                      $  35          $ 134
         Cost of sales                                    59            146
                                                       -----          -----
           Gross Profit                                  (24)           (12)

         Operating Expenses                                2             20
                                                       -----          -----
         Operating Loss                                ($ 26)         ($ 32)
                                                       =====          =====


         Revenues  consist of management and  consulting  fees provided to third
party companies in which Oryx Ventures does not have an equity investment and to
S2  Technologies,  Inc.  Revenues  for fiscal 2004  decreased  $99,000 or 74% to
$35,000 for the year ended  February  29, 2004 from  $134,000 for the year ended
February  28,  2003.  This  decrease  is  primarily  related  to the  absence of
consulting  fees  provided to third party  companies in which Oryx Ventures does
not have an equity  investment and reductions in the scope of services  provided
to S2  Technologies.  We expect  revenue to be at the same level in fiscal 2005,
since  we are not  actively  pursuing  new  opportunities  to  charge  fees  for
management services to other companies through Oryx Ventures.

         Cost of sales is directly related to the allocated salaries  associated
with generating  revenues.  Gross profit  reduction is related to an increase in
cost  of  sales  in  relation  to  the  fixed  management  fees  charged  to  S2
Technologies.

         Operating  expenses  are  primarily  related  to  salaries  and  travel
expenses  associated  with  providing   management  services  to  our  portfolio
companies  where  we  receive  equity  in lieu of cash  remuneration.  Operating
expenses  decreased  $18,000 or 90%,  from  $20,000  for the  fiscal  year ended
February 28, 2003 to $2,000 for the year ended  February 29, 2004.  The decrease
in  operating  expenses  is  primarily  attributed  to the  absence of  salaries
allocated  to  Oryx  Ventures,  as a  result  of  discontinuance  of  investment
activities.  We anticipate  the same level of operating  expenses  during fiscal
2005.

                                       33
<PAGE>

         CORPORATE

                                                     February 29     February 28
         (dollars in thousands)                         2004            2003
         -----------------------------------------------------------------------

         Revenues                                       $   0           $ 106
         Cost of sales                                      0               0
                                                        -----           -----
           Gross Profit                                     0             106

         Operating Expenses                               787             941
                                                        -----           -----
         Operating Loss                                 ($787)          ($835)
                                                        =====           =====


         Revenue in the corporate  business segment during fiscal 2003 consisted
of royalty from our Intragene  technology,  of which $70,000 out of the $106,000
recorded as revenue for the fiscal year ended  February 28, 2003  represented  a
one-time royalty payment for the sale of the Intragene technology. The corporate
business segment did not have any revenue in fiscal 2004.

         The  decrease  in  operating  expenses  from  corporate  operations  of
$154,000 or 16% from  $941,000  for the fiscal year ended  February  28, 2003 to
$787,000  for the fiscal  year ended  February  29,  2004  relates to an overall
reduction  in  operating  expenses  primarily  in  investor  relation  expenses,
directors and officers insurance expense,  corporate compensation due to reduced
allocation of salary  expense  charged to Oryx  Ventures as salaries,  partially
offset by the  absence of $47,000  reimbursement  of legal cost  recorded in the
fiscal year ended February 28, 2003. We expect the operating expenses to stay at
the same level in near future periods.

         Liquidity and Capital Resources

         Our working capital increased $4,000, or 1%, from a surplus of $323,000
at February 28, 2003,  to a surplus of $327,000 at February 29, 2004,  primarily
attributed  to cash used for  investments  by Oryx  Ventures and a net loss from
operations   during  fiscal  2003.  Our  ratio  of  current  assets  to  current
liabilities was 2.2:1 at February 29, 2004 and 3.5:1 at February 28, 2003.

         Net cash used in  operations  was  $246,000  and $724,000 for the years
ended February 29, 2004 and February 28, 2003,  respectively.  This represents a
decrease of $478,000 or 66%.  Cash used in  operations  consisted  primarily  of
operating  losses  adjusted for non-cash  related items,  which includes loss on
investments,  impairment and  depreciation.  During fiscal 2003, the decrease in
net cash used in  operations  was  primarily  attributed to higher SurgX royalty
revenue,   a  decrease  in  operating   expenses  and  an  increase  in  accrued
liabilities, primarily related to higher compensation accruals.

         Net cash used in investing  activities  was  $1,096,000  for the fiscal
year ended  February 29, 2004 compared to net cash used in investing  activities
of $946,000 for fiscal 2003.  The net cash used in investing  activities for the
fiscal year ended February 29, 2004 and February 28, 2003 consisted primarily of
investments  by Oryx Ventures of $1,225,000  and $938,000,  respectively,  in S2
Technologies'  Preferred  Stock.  During  fiscal  2004,  we  recorded a $129,000
payment  from  NetConversion  as  repayment  in full of a  bridge  loan  that we

                                       34
<PAGE>
provided  in  June  2000.  We  do  not  expect  to  have  any  material  capital
expenditures for the year ended February 28, 2005.

         Net cash provided by financing activities was $1,525,000 for the fiscal
year ended February 29, 2004. This compares to $2,000 net cash used in financing
activities  for the fiscal year ended  February 28, 2003.  Net cash  provided by
financing  activities for the fiscal year ended February 29, 2004 was attributed
to  approximately  $1,525,000 in proceeds from private  placements of our common
stock in July 2003 and January 2004. On July 28, 2003 and January 29, 2004, Oryx
completed  private  placements of 625,000 and 390,000 shares of its common stock
at a  purchase  price of $1.00 and  $3.00  per  share,  resulting  in  aggregate
proceeds to Oryx Technology  Corp. of $625,000 and $900,000,  respectively.  The
investors  also  received  warrants  to purchase  156,250 and 90,000  additional
shares of Oryx common  stock at an exercise  price of $3.00 and $6.00 per share,
respectively.  The common stock and warrants sold in this private placement have
not been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States in the absence of an effective registration
statement or an exemption from registration requirements.

         We do not believe we have  sufficient  capital to meet our  anticipated
working capital  requirements  through fiscal year 2005. In the event we fail to
meet our  fiscal  year 2005  operating  plan,  we may have to obtain  additional
funding  by  raising  additional  equity or taking  other  steps.  If we require
additional funding,  there can be no assurance that such funding can be effected
in time to meet our needs,  if at all, or that any such  transaction  will be on
terms  acceptable  to us or in the interest of our  stockholders.  During fiscal
year 2003, we were not in compliance with Nasdaq's minimum  stockholders' equity
requirement to maintain our listing on The NASDAQ SmallCap Market and on January
10, 2003 our stock was delisted from The NASDAQ  SmallCap  Market and now trades
on the OTC  Bulletin  Board.  Delisting  of our  common  stock will make it more
difficult  for use to  raise  funds  by  issuing  stock.  As a  result  of these
circumstances, our independent registered public accounting firm's report on our
consolidated  financial statements includes an explanatory  paragraph indicating
that there is  substantial  doubt  about  Oryx's  ability to continue as a going
concern.

         Recent accounting pronouncements

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after December 15, 2004. The Company expects that the
adoption  of  FIN46  will  likely  have  an  impact  on  its  investment  in  S2
Technologies.

                                       35
<PAGE>
         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity. SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires  that an issuer  classifies a financial  instrument  that is within its
scope  as a  liability  (or an  asset  in some  circumstances).  Many  of  those
instruments were previously  classified as equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003. It is to be implemented by reporting the cumulative effect of a change
in an accounting principle for financial instruments created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of  adoption.  Restatement  is not  permitted.  The  Company  believes  that the
adoption  of this  standard  did  not  have  material  impact  on the  financial
statements of the Company.

Item 7.  Financial Statements.

         The response to this item is submitted in Item 13.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         Not applicable.

Item 8A  Controls and Procedures.

         Our management evaluated, with the participation of our Chief Executive
Officer,  who is also our Chief  Financial  Officer,  the  effectiveness  of our
disclosure  controls and  procedures as of the end of the period covered by this
Annual  Report on Form 10-KSB.  Based on this  evaluation,  our Chief  Executive
Officer, who is also our Chief Financial Officer,  concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports that we file or submit under the Securities  Exchange Act
of 1934 is recorded,  processed,  summarized  and  reported  within time periods
specified in Securities and Exchange Commission rules and forms.

         There  were  no  significant  changes  in  our  internal  control  over
financial reporting that occurred during the fourth fiscal quarter of the fiscal
year covered by his Annual Report on Form 10-KSB that have materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

         The  names  and ages of our  directors  and  executive  officers  as of
February 29, 2004 are as follows:

                                       36
<PAGE>

Name                         Position                                        Age
----                         --------                                        ---
Philip J. Micciche           President, CEO and Director                     70
Andrew Intrater              Secretary, Treasurer and Director               42
Dr. John H. Abeles           Director                                        59
Jay M. Haft                  Director                                        68


         PHILIP J. MICCICHE has served as Oryx'  President  and Chief  Executive
Officer and as a director of Oryx since April 25, 1997.  From 1993 through 1995,
Mr.  Micciche  was Chief  Executive  Officer of AXCIS  Information  Networks,  a
provider of sports  information  data.  From 1990 through 1992, Mr. Micciche was
President of Dysan  International/Magnetics  L.P. and oversaw its initial public
offering in Hong Kong in 1991. From 1983 through 1990, he held several executive
management  positions at Xidex Corp.  From 1983 through 1985,  Mr.  Micciche was
Senior Vice President  Marketing at Xidex  Magnetics,  where sales increased $42
million in that  two-year  time period.  Xidex merged with Dysan Corp.  in 1985.
Prior to 1983, Mr.  Micciche held  positions as Chief  Executive  Officer,  Vice
President Sales, Product Sales Manager and Chief Engineer for various companies.
Mr. Micciche received his BSEE from Northeastern University in Boston.

         ANDREW  INTRATER has been a director,  Secretary  and Treasurer of Oryx
since its  organization  in July 1993.  He was  employed  in  various  executive
capacities with Oryx from July 1993 until March 1998, when he resigned following
the sale of Oryx' majority  ownership  position in Oryx  Instruments & Materials
Corporation,  since  renamed  Oryx  Instruments  Corporation.  Mr.  Intrater  is
currently  the  Chairman  of the  Board  of Oryx  Instruments  Corporation.  Mr.
Intrater  previously held various executive  positions with ATI, the predecessor
corporation  to Oryx and served as  President  of ATI and was a  director  since
1983.  Mr.  Intrater  received  his B.S. in Chemical  Engineering  from  Rutgers
University  and  completed  graduate  studies in  Materials  Science at Columbia
University.

         JOHN H. ABELES, M.D. has been a director of Oryx since its organization
in July 1993 and served as Chairman of its board of directors  from October 1993
until April 1997.  Since March 1992,  Dr.  Abeles has been a General  Partner of
Northlea Partners Ltd., a private investment  partnership  headquartered in Boca
Raton, Florida. Since 1980, Dr. Abeles has also been President of MedVest, Inc.,
a business and  financial  consulting  firm.  Dr.  Abeles serves on the board of
directors of I-Flow  Corporation,  a publicly  traded company that  manufactures
infusion devices, DUSA Pharmaceuticals,  Inc., a publicly traded company,  which
is developing photodynamic therapy products,  Encore Medical Corporation,  which
is an  orthopedic  implant,  concern  and  Molecular  Diagnostics,  Inc.  f.k.a.
Ampersand Medical Inc., which is researching  medical diagnostic  equipment.  Dr
Abeles  received  his  Medical  degree  and a degree  in  Pharmacology  from the
University of Birmingham, England, in 1970.

         JAY M. HAFT has been a director of Oryx since  February  1995.  He is a
strategic and financial  consultant for growth stage companies.  He is active in
international   corporate  finance,   mergers  and  acquisitions,   and  in  the
representation of emerging growth companies.  Mr. Haft has been Managing General

                                       37
<PAGE>
Partner of GenAm "1" Venture Fund, an  international  venture capital fund and a
director of numerous public and private  corporations,  including Robotic Vision
Systems, Inc. (RVSI), Encore Medical Corporation, DUSA Pharmaceuticals,  Inc. He
is of counsel to Reed Smith LLP in New York and  previously a senior  partner of
Parker  Duryee  Rosoff & Haft in New York.  He is a former member of the Florida
Commission  of  Government  Accountability  to the People and a former  National
Trustee and  Treasurer of the Miami City Ballet,  and is currently a director of
Florida  International  University  and a member  of the  Advisory  Board of the
Wolfsonian Museum and the FIU Law School. Mr. Haft graduated Phi Beta Kappa from
Yale  University  in 1956 and  obtained  his law degree  from Yale Law School in
1959.

         All directors are elected  annually by our stockholders and serve until
their respective  successors are duly elected and qualified.  There is no family
relationship between any director or executive officer of Oryx.

Board Committees and Meetings
-----------------------------

Board of Directors
------------------

         During the fiscal year ending February 29, 2004,  there were 3 meetings
of the board of directors.  Each board member  attended 100% of the aggregate of
the meetings of our board of directors and the meetings of all committees of the
board of  directors  on which he served,  except for  Andrew  Intrater  and John
Abeles, who each attended 67% of such meetings.

Compensation Committee
----------------------

         The  compensation  committee  was  established  on March 28, 1995.  The
members of the  compensation  committee  are Dr. John H. Abeles and Jay M. Haft,
none  of  whom  is  an  employee  of  Oryx.  The  compensation  committee  makes
recommendations  with respect to compensation of senior officers and granting of
stock options and stock awards.  The compensation  committee met once during the
fiscal year ended February 29, 2004.

Audit Committee
---------------

         The  audit  committee  was  established  on March 28,  1995.  The audit
committee  is composed of three  members and  operates  under a written  charter
adopted by the board of directors.  The  responsibilities of the audit committee
are contained in the Audit Committee Charter.  The audit committee during fiscal
year 2004  consisted  of Andrew  Intrater,  John Abeles and Doug  McBurnie.  Mr.
McBurnie resigned from the board of directors effective May 16, 2003. Currently,
the audit committee consists of Andrew Intrater and John Abeles and there is one
vacancy. Mr. Abeles is "independent," as defined by Oryx policy and the National
Association  of  Securities  Dealers,  Inc.  listing  standards.  The  board has
determined  to  appoint  one  director  to  the  audit   committee  who  is  not
"independent"  as defined by Oryx policy and the applicable  listing  standards.
Andrew Intrater serves as the Secretary and Treasurer of Oryx and, therefore, is
not  independent.  The board of directors has determined to appoint Mr. Intrater
as an  audit  committee  member  because  of his  specific  business  experience
relative  to  Oryx's  business.  The  board  has  further  determined  that  Mr.
Intrater's  position with Oryx will not interfere  with his providing  impartial
advice to the  audit  committee  and that Mr.  Intrater's  service  on the audit

                                       38
<PAGE>
committee is in the best interests of Oryx and its  stockholders.  The board has
also determined that there is no audit committee financial expert serving on the
audit committee. Although the current members of the audit committee do not meet
all of the  criteria  of a  financial  expert  under  SEC  rules,  the  board of
directors  believes  that the  current  members of the audit  committee  possess
sufficient   financial  knowledge  and  experience  relative  to  the  financial
complexity of Oryx's  financial  statements to adequately carry out their duties
under the audit  committee  charter.  The audit committee met once every quarter
during fiscal year ended February 29, 2004.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our directors and executive officers, and persons who own more than 10%
of a  registered  class of our equity  securities,  to file with the SEC initial
reports of  ownership  and reports of changes in  ownership  of common stock and
other  equity  securities  of Oryx.  Officers,  directors  and greater  than 10%
stockholders are required by the SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

         To our  knowledge,  based  solely  on a review  of the  copies  of such
reports and amendments thereto furnished to us and written  representations from
the reporting persons that no other reports were required during the fiscal year
ended  February 29, 2004, we believe that all Section 16(a) filing  requirements
applicable to the officers,  directors and greater than 10% beneficial owners of
Oryx were complied with during the fiscal year ended February 29, 2004.

Code of Ethics
--------------

We have adopted a code of personal and business  conduct and ethics that applies
to our principal  executive  officer,  principal  financial  officer,  principal
accounting officer or controller,  or persons performing similar functions.  The
code of personal and business  conduct and ethics is filed as an exhibit to this
Annual Report on Form 10-KSB.


Item 10. Executive Compensation.

Cash Compensation
-----------------

         The  following  table sets forth the total  compensation  earned by the
Chief  Executive  Officer and the other  executive  officers of Oryx whose total
salary  and  compensation   exceeded  $100,000  for  services  rendered  in  all
capacities for the years ended February 29, 2004, February 28, 2003 and February
28, 2002.

                                       39
<PAGE>
<TABLE>
                                                   Summary Compensation Table
<CAPTION>
Name and                      Fiscal                                                Other Annual             All Other
Principal Position            Year            Salary        Bonus                   Compensation             Compensation
------------------            ----            ------        ---------------         ------------             ----------------
<S>                           <C>             <C>           <C>                     <C>                      <C>
Philip Micciche,              2004            $120,000      $       --              $     7,862  (1)         $      --
President & Chief             2003            $186,670      $       --              $     7,515  (1)         $      --
Executive Officer             2002            $176,000      $       --              $     7,142  (1)         $      --


Mitchel Underseth             2004            $    --       $       --              $        --              $   36,000 (3)
Chief Financial               2003            $154,808      $       --              $        --              $   22,900 (2)
Officer                       2002            $ 90,500      $       --              $        --              $      --
<FN>
         (1) All other compensation consists of vehicle allowance provide to Mr. Micciche.

         (2) Severance payment to Mr. Underseth at termination of his employment with Oryx.

         (3) Consultant fees payment to Mr. Underseth.
</FN>
</TABLE>

         The following  table sets forth as to the Chief  Executive  Officer and
each of the  executive  officers  named  under the Summary  Compensation  Table,
certain  information  with respect to options to purchase shares of common stock
of Oryx as of and for the year ended  February  29,  2004.  We did not grant any
options to officers for the fiscal year ended February 29, 2004.
<TABLE>

                   Year and Fiscal Year-End Option SAR/Values
<CAPTION>

                                                                         Number of              Value of unexercised
                                                                         unexercised            in-the-money
                                                                         Options/SARS at        Options/SARS
                             Shares Acquired                             FY-end (#)              at FY-end ($)
                             on                  Value                   exercisable/           exercisable/
Name                         Exercise (#)        Realized ($)            unexercisable          unexercisable(1)
---------------------------- ------------------- ----------------------- ---------------------- ------------------------
<S>                           <C>                <C>                      <C>                   <C>
Philip Micciche                      --                   --              88,003 / 0            0/0
Andrew Intrater                      --                   --              42,190/  2,000        0/0
<FN>
------------------------------------------------------------------------------------------------------------------------
(1) Calculated on the basis of the closing price of $6.00 per share on February 29, 2004 minus the exercise price.
</FN>
</TABLE>

Employment Agreements
---------------------

         We entered  into an  employment  agreement  dated as of April 2002,  as
amended  February 29,  2004,  with Philip  Micciche,  Chief  Executive  Officer,
terminable by either party, providing for annual compensation of $200,004 to Mr.
Micciche  from March 1, 2002 through  February  28,  2005.  Bonuses or incentive
compensation  and  additional  stock option grants may be paid or granted to Mr.
Micciche  at the sole  discretion  of the board of  directors.  In the event Mr.
Micciche is terminated by us without cause, he will receive all compensation and
benefits for the remaining term of the employment agreement. Mr. Micciche agreed
to defer $6,667 of salary per month  starting  January 1, 2003. The total amount

                                       40
<PAGE>
of  salary  deferred  is  payable  only if and when Oryx is  profitable  for two
consecutive quarters on or prior to December 30, 2007. This deferral period will
end February 28, 2005 or sooner if directed by our Board of Directors.

         Pursuant to the  Amended  and  Restated  Operating  Agreement  for Oryx
Ventures, LLC, Philip Micciche, Mitchel Underseth and Luis Borge are entitled to
receive an aggregate of 20%, of any distributions made by Oryx Ventures from its
equity  holdings  of S2  Technologies,  excluding  shares of Series C  Preferred
Stock.

         We  currently  offer basic  health and major  medical  insurance to our
employees.  We have adopted a non-contributory 401(k) plan for our employees who
wish to participate on a voluntary basis, but no retirement,  pension or similar
program has been adopted by us.

Remuneration of Non-Employee Directors
--------------------------------------

         Each member of the board of directors who is not an employee of Oryx is
compensated  for his  services as  director  as follows:  $750.00 for each board
meeting  attended  in person,  and $250.00  for each board  meeting  attended by
telephone.  In addition,  each non-employee  member of the board of directors is
granted stock options under the director's  non-qualified  stock option plans as
described below.

Description of Incentive and Nonqualified Stock Option Plan
-----------------------------------------------------------

         On March 3, 1993, we adopted an incentive and nonqualified stock option
plan, or the plan,  pursuant to which,  362,500 shares of common stock have been
reserved for issuance to officers, directors,  employees and consultants of Oryx
upon exercise of options granted under the plan. The plan terminated on March 3,
2003 and no  additional  options  will be granted  under this plan.  The primary
purpose of the plan was to attract  and retain  capable  executives,  employees,
directors,  advisory  board  members  and other  consultants  by  offering  such
individuals a greater  personal  interest in our business by  encouraging  stock
ownership.  Options granted under the plan may be designated as "incentive stock
options" within the meaning of Section 422 of the Internal  Revenue Code of 1986
or nonstatutory  options. The plan was administered by a compensation  committee
of the  Board  of  Directors  consisting  of  outside  members  of the  board of
directors  which will determine,  among other things,  the persons to be granted
options,  the number of shares subject to each option and the option price.  The
exercise  price of any  incentive  stock option  granted  under the plan must be
equal to the fair  market  value of the  shares on the date of  grant,  and with
respect to persons  owning more than 10% of the  outstanding  common stock,  the
exercise  price may not be less than 110% of the fair market value of the shares
underlying such option on the date of grant.  The exercise price of nonstatutory
stock  options may not be less than 85% of the fair  market  value of the shares
underlying  such  options,  and the term of such  nonqualified  options  may not
extend  beyond  ten  years  and one  week.  No  incentive  stock  option  may be
exercisable  more than ten years after the date of grant,  except for  optionees
who own more than 10% of the our common stock,  in which case the option may not
have a term greater than five years. The compensation committee has the power to
impose  additional  limitations,  conditions and restrictions in connection with
the grant of any option.

                                       41
<PAGE>
         There are issued and  outstanding  options to purchase an  aggregate of
198,151 shares of common stock pursuant to the plan. The following  officers and
key employees of Oryx have previously been granted options under the plan at the
weighted-average exercise prices described below as of April 30, 2004.

                                 Number                        Average Exercise
Name                             of Shares                     Price
----------------------------     -------------------------     -----------------
Philip Micciche                  88,003                        $        14.491
Andrew Intrater                  44,190                        $        14.949

Directors' Non-Qualified Stock Option Plans
-------------------------------------------

         At our 1995 annual stockholders' meeting, our stockholders approved the
establishment of the 1995 directors non-qualified stock option plan, or the 1995
directors plan, providing for grants to our non-employee  directors,  or outside
directors,  in order to attract and retain outside  directors who possess a high
degree of competence, experience, leadership and motivation.

         A total of 22,500  shares  of  common  stock  have  been  reserved  for
issuance  exercise of  non-qualified  options under the 1995 directors plan. The
1995 director's plan is administered by the compensation  committee of our board
of directors, which will at all times consist solely of outside directors. Under
the 1995 directors plan,  outside  directors  received options to purchase 4,500
shares of our common  stock,  effective  as of  February 6, 1995.  Each  outside
director who joins our board of directors subsequent to the approval of the 1995
directors  plan will initially  receive  options to purchase 4,500 shares of our
common stock,  effective as of the date he or she is appointed or elected to our
board of directors.  Each outside director will also receive options to purchase
1,500 shares of our common  stock at such time as his or her initial  grants are
fully vested.  All options  granted under the 1995  directors plan vest in three
equal annual  installments on the first,  second and third  anniversaries of the
date of the grant,  provided that the outside director continues to serve on our
board of directors as of such dates.

         At our 1996 annual stockholders' meeting, our stockholders approved the
1996  directors  non-qualified  stock option plan, or the 1996  directors  plan,
providing  for grants to our  outside  directors  in order to attract and retain
outside  directors  who  possess  a  high  degree  of  competence,   experience,
leadership and motivation.

         A total of 25,000  shares  of  Common  Stock  have  been  reserved  for
issuance upon exercise of  non-qualified  options under the 1996 directors plan.
The 1996 director's plan is  administered by the  compensation  committee of our
board of directors, which will at all times consist solely of outside directors.
Under the 1996 directors plan,  outside  directors  received options to purchase
3,000 shares of our common  stock,  effective as of April 1, 1996.  Each outside
director who joins our board of directors subsequent to the approval of the 1996

                                       42
<PAGE>
directors  plan will initially  receive  options to purchase 3,000 shares of our
common stock,  effective as of the date he or she is appointed or elected to our
board of  directors.  Ten thousand of the option  shares  granted under the 1996
directors  plan vest on the date of grant and the balance  vest in equal  annual
installments  on the  first  and  second  anniversaries  of the  date of  grant,
provided that the outside director  continues to serve on our board of directors
as of such dates.

         The  exercise  price of the  options  granted  under  the 1995 and 1996
directors plans will equal the fair market value of our common stock on the date
of  grant.  The  options  are not  transferable,  except  upon the  death of the
optionee.  In the event of an optionee's  disability,  all options  granted will
immediately  vest,  and in the event of an  optionee's  death,  all options will
similarly  vest but  expire  one year  thereafter.  In the  event  the  optionee
voluntarily  resigns  from the board of  directors or ceases to serve as a board
member,  options  that  are  vested  through  the  date of such  resignation  or
cessation  may be exercised  for a period of three months  thereafter.  Both the
1995 and 1996 directors plans provide,  respectively,  that such plan may not be
amended  more than once every six months,  other than to comport with changes in
the Internal Revenue Code of 1986, as amended,  the Employee  Retirement  Income
Security Act, or the rules thereunder.  The Compensation Committee has the power
to impose additional limitations, conditions and restrictions in connection with
the grant of any  option  under the 1995  directors  plan or the 1996  directors
plan.

         On October 22, 2001,  all directors,  excluding  directors and officers
were each granted non-statutory options to purchase 6,000 shares of Common Stock
at an exercise price of $3.95 under the Incentive and Non Qualified Stock Option
plan.  These options will vest in three equal annual  installments on the first,
second  and third  anniversaries  of the date of the  grant,  provided  that the
outside director continues to serve on our board of directors as of such dates.

Subsidiary Stock Plans
----------------------

         In November 1995, our subsidiary,  SurgX  Corporation,  adopted a stock
option  plan under  which the board of  directors  of SurgX  granted  options to
management  to  purchase  Class B common  shares in the  subsidiary  at the fair
market value of such shares as determined by the SurgX board of directors. Class
B common shares authorized for issuance in SurgX are identical to the 10,000,000
shares  of Class A common  shares  owned by us,  except  that the Class A common
shares  possess a liquidation  preference.  1.5 million  shares of SurgX Class B
common shares are available for issuance under this stock plan. Such options are
not  transferable  except in the event of a public offering of the  subsidiary's
stock,  and may be re-purchased  by us at our option.  Grants under the plan are
for amounts,  vesting periods and option terms established by the SurgX board of
directors. As of April 30, 2004, there were no outstanding SurgX stock options.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         The following  table sets forth  information  regarding the  beneficial
ownership of the our common stock as of April 30, 2004

                                       43
<PAGE>

         o        by each person who is known to us to be the owner of more than
                  5% of our common stock;

         o        by each of our directors;

         o        by each of our executive officers; and

         o        by all directors and executive officers of Oryx as a group.

         As of April 30,  2004,  there  were  issued and  outstanding  2,821,335
shares of our common stock.
<TABLE>
<CAPTION>

                                                 Number of Shares
Name and Address of Beneficial Owner             of Common Stock              Percent of Class
--------------------------------------------     ---------------              ----------------
<S>                                                <C>                            <C>
Philip Micciche                                      88,003        (1)             3.0%
4340 Almaden Expwy., Ste 220
San Jose, CA 95118

Andrew Intrater                                      68,874        (2)             2.4%
47341 Bayside Parkway
Fremont, CA  94538

Dr. John Abeles                                     108,933        (3)             3.8%
2365 Northwest 41st Street
Boca Raton, FL 33431

Jay M. Haft                                          18,265        (4)              *
1001 Brickell Bay Drive, 9th Floor
Miami, Florida  33131


VMR High Octane Fund                                144,306        (5)             5.1%
c/o Meespeirson Fund Services
19-20 North Quay
Douglas, Isle of Man 1M991M

Columbus Nova Investments AVV                       493,200        (6)            16.9%
c/o Columbus Nova Partners LLC
590 Madison Avenue, 38th Floor
New York, NY 10022

Sigma International II L.P.                         250,000        (7)             8.7%
Rosemount
Ballakilpheric, Colby
Isle of Man  IM9  4BS

                                       44
<PAGE>

W. James Tozer, Jr.                                 346,120        (8)            16.3%
1112 Park Avenue
New York, NY 10128

All officers and directors                           284,075       (9)             9.5%
as a group (4 persons)
<FN>

         *        Represents less than 1% of the outstanding shares

         (1)      Represents  shares subject to stock options  exercisable as of
April 30, 2004 or within 60 days thereafter.

         (2)      Includes  26,684 shares of common stock held by Mr.  Intrater.
Also includes 42,190 shares subject to stock options exercisable as of April 30,
2004 or within 60 days thereafter. Also see note 6.

         (3)      Includes  75,942  shares  of  common  stock  held by  Northlea
Partners Ltd. of which Dr. Abeles is the General  Partner.  Also includes  4,713
shares of common  stock  issuable  upon  exercise of  warrants  held by Northlea
Partners.  Includes  12,278  shares of common stock  issuable  upon  exercise of
certain private placement  warrants,  held by Northlea  Partners.  Also includes
16,000  shares  subject to stock  options  exercisable  as of April 30,  2004 or
within 60 days thereafter.

         (4)      Includes 16,000 shares subject to stock options exercisable as
of April 30, 2004 or within 60 days  thereafter.  Also includes  2,265 shares of
common stock issuable upon conversion of warrants. Also see note 6.

         (5)      Includes  11,393 shares of common stock issuable upon exercise
of certain private placement warrants.

         (6)      Includes  292,000 shares of common stock held by Columbus Nova
Investments  AVV.  Includes  103,896  shares of common  stock  held by  Crenshaw
Investments for benefit of Columbus Nova Investments AVV. Includes 73,000 shares
of common stock issuable upon exercise of certain  private  placement  warrants.
Includes 24,304 shares of common stock issuable upon exercise of certain private
placement  warrants  held by Crenshaw  Investments  for benefit of Columbus Nova
Investments  AVV. Andrew Intrater and Jay M. Haft are also directors of Columbus
Nova Investments AVV.

                                       45
<PAGE>
         (7)      Includes  50,000 shares of common stock issuable upon exercise
of certain private placement warrants.

         (8)      Includes  394,870  shares of common  stock held by Mr.  Tozer.
Also includes  76,250  shares of common stock  issuable upon exercise of certain
private placement warrants.

         (9)      Includes an aggregate of 181,449 shares issuable upon exercise
of warrants and stock options, included pursuant to notes (1)-(4).
</FN>
</TABLE>

         The following table summarizes compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance as of February 29, 2004:
<TABLE>

                                         EQUITY COMPENSATION PLAN INFORMATION

<CAPTION>

                                                                                                 Number of securities
                                                   Number of                                     remaining available
                                                securities to be       Weighted-average          for future issuance
                                                  issued upon           exercise price              under equity
                                                  exercise of           of outstanding           compensation plans
                                                  outstanding              options,             (excluding securities
                                               options, warrants           warrants                 reflected in
                                                   and rights             and rights                  column (a))
                                                       (a)                    (b)                         (c)
                                                -------------------     ------------------     ------------------------
<S>                                                 <C>                     <C>                        <C>
Equity compensation plans approved by               219,151                 $ 15.17                    119,977
  security holders
Equity compensation plans not approved by            50,000                 $  4.89                        --
  security holders (1)
Total:                                              269,151                 $ 13.26                    91,289
<FN>
         (1) Warrants issued to Newport Capital Consultants in July 2001 with a
weighted-average exercise price of $4.89 per share, issued in connection with a
marketing agreement for investor relation services. As of February 29, 2004,
these warrants have not been exercised.
</FN>
</TABLE>

Item 12.          Certain Relationships and Related Transactions.

         Oryx paid legal costs incurred by Philip Micciche,  its Chief Executive
Officer,  and  Mitchel  Underseth,   its  former  Chief  Financial  Officer,  in
connection  with  Comdisco,  Inc. v. Micciche,  Underseth,  et al filed in Santa
Clara County Superior Court, in which Messrs. Micciche and Underseth were named,
individually, as defendants. At our request, Messrs. Micciche and Underseth were
named as advisors  to DAS  Devices,  Inc.  prior to its  acquisition  by Applied
Magnetics in order to attempt to maximize our equity  investment in DAS Devices.
Messrs.  Micciche and Underseth were named as defendants in a lawsuit brought by
Comdisco,  Inc. in connection  with alleged  defaults under a leasing  agreement
between  Comdisco  and DAS  Devices.  We paid an  aggregate  of $68,020 in legal

                                       46
<PAGE>

expenses in connection with this matter.  However,  we received $47,000 from our
insurance  carrier,  as  reimbursement  of our legal  expenses  related  to this
matter.

         Through Oryx  Ventures,  we invested a total of $3,767,500 in Preferred
Stock of S2 Technologies  from July 2000 through  February 2004. Mark Underseth,
Chief Executive Officer of S2 Technologies is the brother of Mitchel  Underseth,
our former Chief Financial  Officer.  While acting as Chief Financial Officer of
Oryx,  Mitchel  Underseth  did  not  participate  in  Oryx's  due  diligence  or
negotiation with respect to Oryx's  investments in S2 Technologies and abstained
from  voting or  discussion  when the Oryx Board of  Directors  considered  this
matter.   Mitchel   Underseth  is  currently  Chief  Financial  Officer  for  S2
Technologies.  Mitchel  Underseth  has continued  providing  services to us as a
consultant.

         In addition,  Mr. Micciche provides certain  management  services to S2
Technologies  in exchange for cash and  warrants to purchase  common stock in S2
Technologies.  S2  Technologies  issued  warrants to Oryx Technology to purchase
700,000 shares of S2 Technologies  common stock for $0.001 per share, which have
been fully  exercised  as of February  29,  2004.  We have  recorded  $35,000 of
revenue during fiscal 2004 related to the cash portion of the services provided,
but has not recorded any amounts related to the warrants,  as the recoverability
of the amount is not considered probable for revenue recognition purpose.

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

         (a)      Financial Statements and Schedules

         The financial statements listed on the index to financial statements on
page F-1 are filed as part of this Form 10-KSB.

         (b)      Reports on Form 8-K

         We filed two reports on Form 8-K with the Commission  during the fiscal
quarter ended  February 29, 2004. On February 4, 2004, we filed a report on Form
8-K to report the completion of a private placement resulting in a cash proceeds
to Oryx of  $900,000.  On  February  6,  2004,  we filed a report on Form 8-K to
report an additional equity investment of $900,000 in S2 Technologies, Inc.

         (c)      Exhibits

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

2.2               Asset  Purchase  Agreement  dated  as of June  1,  1999 by and
                  between the Registrant and Oryx Advanced Materials, Inc. (1)
3.1               Certificate of  Incorporation of the Registrant dated July 26,
                  1993 (2)
3.2               Bylaws of the Registrant dated July 26, 1993 (2)
3.3               Certificate of Amendment to Certificate of Incorporation dated
                  July 23, 1993 (4)
3.4               Certificate of Amendment of Certificate of Incorporation dated
                  February 7, 1996 (5)
3.5               Certificate of Amendment of Certificate of Incorporation dated
                  June 15, 2001 (20)
4.1               Specimen Common Stock Certificate (2)


                                       47
<PAGE>
4.2               Specimen Common Stock Purchase Warrant (2)
4.3               Warrant Agency Agreement including Statement of Rights,  Terms
                  and Conditions for Callable Stock Purchase Warrants (3)
4.4               Incentive and Nonqualified Stock Option Plan, as Amended (6)
4.4A              1996 Directors Stock Option Plan (6)
4.4B              1995 Directors Stock Option Plan (7)
4.5               Form of  Promissory  Note issued to Series A  Preferred  Stock
                  investors (2)
4.6               Unit Purchase Warrant (2)
4.7               Form  of  Warrants  issued  to  Yorkton  Securities,  Inc.  in
                  December 1996 and February 1997 (9)
4.8               Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Bharat Shah (6)
4.9               Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Bharat Shah (6)
4.10              Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Paul Dickerson (6)
4.11              Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Thomas Landgraf (6)
4.12              Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Charles Ray (6)
4.13              Nonstatutory  Stock  Option  Agreement,  dated  as of March 1,
                  1998, between the Registrant and Gary Sollner (6)
4.14              Warrant  dated as of August 10, 1998,  between the  Registrant
                  and Continental Capital & Equity Corporation (15)
4.15              Stock  Warrant  dated as of  February  27,  1998,  between the
                  Registrant and KBK Financial, Inc. (15)
4.16              Warrant  dated as of July 7, 2001 between the  Registrant  and
                  Newport Capital Consultants, Inc. (21)
10.1              Lease  Agreement with Renco  Investment  Company re:  Fremont,
                  California office, a laboratory and manufacturing facility (2)
10.2              Lease Agreement with FINSA re: Reynosa, Mexico,  manufacturing
                  facility (4)
10.3              Lease Agreement with Greer Enterprises re: Fremont, California
                  manufacturing facility (4)
10.4              Lease Agreement with  Hospitak/Meditron  re:  McAllen,  Texas,
                  warehouse facility (4)
10.5              Lease  Agreement with Security  Capital  Industrial  Trust re:
                  Fremont, California manufacturing facility (5)
10.6              Lease Agreement with OTR, State Teachers  Retirement System of
                  Ohio re: Mt. Prospect, Illinois office (5)
10.7              Lease   Agreement  with  E.B.J.   Partners  LP  re:   Fremont,
                  California office and manufacturing facility (13)
10.8              Letter of Separation Agreement with Andrew Wilson (13)
10.9              Letter of Employment Agreement with Mitchel Underseth (13)
10.10             Letter of Employment Agreement with Philip Micciche (13)
10.11             Letter of Employment and Non-Competition Agreement with Andrew
                  Intrater (2)


                                       48
<PAGE>
10.12             Agreement  for the  Purchase  and  Sale of  Stock  with  Intek
                  Diversified Corporation (2)
10.13             Asset Purchase Agreement with Zenith  Electronics  Corporation
                  (2)
10.14             Promissory Notes issued in interim debt financing (2)
10.15             Common  Stock  Purchase   Warrants   issued  in  interim  debt
                  financing (4)
10.16             Placement Agency Agreement  between the Registrant and Yorkton
                  Securities,  Inc. dated February 8, 1996, as amended April 22,
                  1996 (5)
10.17             Form of  Subscription  Agreement  between the  Registrant  and
                  various  investors in Yorkton Private Placement dated February
                  29, 1996 and May 13, 1996 (5)
10.18             Offering  Memorandum  dated  February  8, 1996 and  Supplement
                  thereto  dated April 22,  1996,  relating  to Yorkton  private
                  placement (5)
10.19             Settlement   Agreement   between  the  Registrant  and  Zenith
                  Electronics  Corporation  dated  February 29, 1996, as amended
                  April 16, 1996 (5)
10.20             Agreement  between the  Registrant  and Cooper  Bussmann dated
                  July 1996 (13)
10.21             Agreement  between the Registrant  and National  Semiconductor
                  dated June 7, 1996 (13)
10.22             Agreement between the Registrant and LSI Logic dated September
                  30, 1996 (13)
10.23             Agency   Agreement   between   the   Registrant   and  Yorkton
                  Securities,  Inc. dated  December 4, 1996, as amended  January
                  23, 1997 (9)
10.24             Form of  Subscription  Agreement  between the  Registrant  and
                  various  investors in Yorkton Private Placement dated December
                  4, 1996 (10)
10.25             Asset Purchase  Agreement relating to the acquisition of Power
                  Sensors  Corporation by Oryx Power Products  Corporation dated
                  December 19, 1996 (8)
10.26             Stock Purchase and  Reorganization  Agreement by and among the
                  Registrant,  Corus  Investment,  Ltd. and Oryx Instruments and
                  Materials Corporation Dated February 27, 1998 (11)
10.27             Stockholders' Agreement Dated February 27, 1998 (11)
10.28             Pledge Agreement Dated February 27, 1998 (11)
10.29             Promissory Note Dated February 27, 1998 (11)
10.30             Asset  Purchase  Agreement by and among the  Registrant,  Todd
                  Power  Corporation and Oryx Power Products  Corporation  Dated
                  March  2,  1998  (12)+
10.31             License Agreement with IRISO Electronics Limited (14)
10.32             Stock Purchase Agreement with IRISO Electronics Limited (14)
10.33             Agreement with Office of Naval Research (14)
10.34             DAS Devices Inc. Preferred Stock Purchase Agreement (14)
10.35             Arvind Patel Separation Agreement (14)
10.36             Amended Cooper Bussmann License Agreement (14)
10.37             Revolving Account Transfer and Purchase Agreement (14)
10.38             First Amendment to Loan Agreement (14)
10.39             Revolving Credit Promissory Note (14)
10.40             Second Amendment to Loan Agreement (14)
10.41             Market Access Program  Marketing  Agreement dated as of August
                  7, 1998, by and between the Registrant and Continental Capital
                  & Equity Corporation (15)
10.42             Term  Promissory  Note dated  February 27, 1998 payable to KBK
                  Financial, Inc. (14)
10.43             Loan  Agreement  dated May 29, 1997 with KBK  Financial,  Inc.
                  (14)


                                       49
<PAGE>

10.44             Note and Stock  Purchase  Agreement and Release dated November
                  6, 1998 by and among the Registrant, Corus Investment LTD. and
                  Oryx Instruments and Materials Corporation. (16)
10.45             Promissory Note payable by Mitch Underseth dated July 15, 1998
                  (17)
10.46             Assignment Agreement between Philip J. Micciche and Registrant
                  dated November 24, 1998 (17)
10.47             Extension  Rent Agreement  between  ProLogis LP and Registrant
                  dated April 12, 1999 (17)
10.48             Employment   Agreement  between   Registrant  and  Phillip  J.
                  Micciche dated March 15, 1999 (18)
10.49             Oryx  Ventures,  LLC Operating  Agreement  dated as of May 18,
                  2000 (19)
10.50             Amendment  No.  1  to  Intellectual  Property  Rights  License
                  Agreement by and between the Registrant  and Cooper  Bussmann,
                  dated April 10, 2000 (19)
10.51             Consulting  Agreement  by and between Oryx  Ventures,  LLC and
                  Aptix  Corporation  dated as of  November  1,  2000  (services
                  provided by Philip Micciche) (19)
10.52             Consulting  Agreement  by and between Oryx  Ventures,  LLC and
                  Aptix  Corporation  dated as of  November  1,  2000  (services
                  provided by Mitchel Underseth) (19)
10.53             Intellectual  Property Rights License Agreement by and between
                  SurgX  Corporation  and Cooper Bussmann dated as of October 2,
                  1997, as amended (14)
10.54             Manufacturing  and  Supply  Agreement  by  and  between  SurgX
                  Corporation and Cooper  Electronics  Technologies  dated as of
                  May 1, 2000 (19)
10.55             First  Amendment  to  License  Agreement  by and  between  the
                  Registrant and Oryx Advanced Materials, Inc. dated as of March
                  1, 2001 (19)
10.56             Series A Preferred Stock Purchase  Agreement by and among LOTS
                  Technology,  Inc., Oryx Ventures,  LLC and the other investors
                  named therein dated as of July 30, 1999 (19)
10.57             Series A Preferred  Stock  Purchase  Agreement by and among S2
                  Technologies, Inc., Oryx Ventures, LLC and the other investors
                  named therein dated as of July 20, 2000 (19)
10.58             NetConversions,  Inc.  Unsecured  Convertible  Promissory Note
                  payable by NetConversions, Inc. to Oryx Ventures, LLC dated as
                  of June 12, 2000 (19)
10.59             Business  Consultant and  Management  Agreement by and between
                  Oryx Ventures, LLC and LOTS Technology,  Inc. dated as of June
                  13, 2000 (19)
10.60             Business  Consultant and  Management  Agreement by and between
                  Oryx Ventures,  LLC and S2 Technologies,  Inc dated as of July
                  20, 2000 (19)
10.61             Employment Agreement by and between the Registrant and Phillip
                  J. Micciche dated May 16, 2001 (19)
10.62             Amendment to Promissory Note for Mitchel  Underseth dated July
                  15, 2000 (19)
10.63             Market Access Program Marketing  Agreement dates as of July 7,
                  2001  by  and  between  the  Registrant  and  Newport  Capital
                  Consultants, Inc. (21)
10.64             Convertible  Promissory  Note  dated  June 2001  payable by S2
                  Technologies to the Registrant (21)
10.65             Common Stock and Warrant Purchase  Agreement dated October 31,
                  2001 by and between the Registrant  and the  Purchasers  named
                  therein (22)


                                       50
<PAGE>

10.66             S2  Technologies,  Inc.  Series  B  Preferred  Stock  Purchase
                  Agreement   dated   October   18,   2001  by  and  between  S2
                  Technologies,  Inc., the  Registrant and the other  Purchasers
                  named therein (22)
10.67             Employment  Agreement  dated as of  February  28,  2003 by and
                  between the Registrant and Philip J. Micciche (23)
10.68             Amended and Restated  Operating  Agreement for Oryx  Ventures,
                  LLC dated as of February 28, 2003 (23)
10.69             Amendment  No. 2 to S2  Technologies,  Inc.  Series  Preferred
                  Stock Purchase Agreement dated January 15, 2003 (24)
10.70             Amendment No. 3 to S2  Technologies,  Inc.  Series B Preferred
                  Stock Purchase Agreement dated March 18, 2003 (24)
10.71             Termination   and  Purchase   Agreement  by  and  between  the
                  Registrant  and  Oryx  Advanced  Materials,  Inc.  dated as of
                  November 11, 2003 (25)
10.72             Termination  of  Employment   Agreement  by  and  between  the
                  Registrant and Mitchel Underseth dated as of November 27, 2003
                  (25)
10.73             Amendment to Employment  Agreement  dated December 23, 2003 by
                  and between the Registrant and Philip J. Micciche (26)
10.74             Supplemental  Agreement for Amendment of Intellectual Property
                  Rights License  Agreement by and between SurgX Corporation and
                  IRISO Electronics Company dated as of April 1, 2003 (27)
10.75             S2  Technologies,  Inc.  Series  B  Preferred  Stock  Purchase
                  Agreement  dated May 6, 2003 by and  between S2  Technologies,
                  Inc., the Registrant  and the other  Purchasers  named therein
                  (27)
10.76             Common  Stock and Warrant  Purchase  Agreement  dated July 28,
                  2003 (28)
10.77             Common Stock and Warrant Purchase  Agreement dated January 29,
                  2004*
10.78             S2  Technologies,  Inc.  Series  C  Preferred  Stock  Purchase
                  Agreement   dated   February   3,  2004  by  and   between  S2
                  Technologies,  Inc., the  Registrant and the other  Purchasers
                  named therein*
10.79             Amendment to Employment  Agreement  dated February 29, 2004 by
                  and between the Registrant and Philip J. Micciche*
14.1              Code of Personal and Business Conduct and Ethics*
21                Subsidiaries of the Registrant (5)
23.1              Consent of Independent Registered Public Accounting Firm*
31.1              Rule 13a-14(b)15d-14(a) Certification. *
32.1              Section 1350 Certification.*


*        Filed herewith.

+        Confidential  treatment  has been  requested  with  respect  to certain
         portions of these  Exhibits.  Such portions have been omitted from this
         filing and have been filed  separately with the Securities and Exchange
         Commission.

(1)      Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on September 2, 1999.

                                       51
<PAGE>

(2)      Previously  filed  as  an  exhibit  to  the  Registrant's  Registration
         Statement  on  Form  SB-2  (Registration  No.  33-72104)  which  became
         effective on April 6, 1994 incorporated herein by reference.

(3)      Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the  Commission on March 27, 1995.

(4)      Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 1995.

(5)      Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB (as amended) for the fiscal year ended February 29, 1996.

(6)      Previously  filed  as  an  exhibit  to  the  Registrant's  Registration
         Statement  on Form S-8  (Registration  No.  333-62767)  filed  with the
         Commission on September 1, 1998 and incorporated herein by reference.

(7)      Previously  filed  as  an  exhibit  to  the  Registrant's  Registration
         Statements  on Form S-8  (Registration  No.  333-07409)  filed with the
         Commission on July 2, 1996 and incorporated herein by reference.

(8)      Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on January 3, 1997.

(9)      Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on February 21, 1997.

(10)     Previously  filed  as  an  exhibit  to  the  Registrant's  Registration
         Statement  on Form  S-3  Registration  No.  333-23317)  filed  with the
         commission on March 31, 1997 and incorporated herein by reference.

(11)     Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on March 16, 1998.

(12)     Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on March 23, 1998.

(13)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 1997.

(14)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 1998.

(15)     Previously  filed  as  an  exhibit  to  the  Registrant's  Registration
         Statement on Form S-3 Registration No. 333-63991 which became effective
         on September 22, 1998 and is incorporated herein by reference.

                                       52
<PAGE>
(16)     Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on April 14, 1999.

(17)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 1999.

(18)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 2000.

(19)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 2001.

(20)     Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on June 19, 2001.

(21)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended August 31, 2001.

(22)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended November 30, 2001.

(23)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 2002.

(24)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended May 31, 2002.

(25)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended November 30, 2002.

(26)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 28, 2003.

(27)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended May 31, 2003.

(28)     Previously filed as an exhibit to the Registrant's  Quarterly Report on
         Form 10-QSB for the quarter ended August 31, 2003.

Item 14. Principal Accountant Fees and Services

(1) Audit Fees. The aggregate fees billed to us for the years ended February 29,
2004 and February 28, 2003 for professional  services  rendered by our principal
accountant  for the  audit of our  annual  financial  statements  and  review of
financial  statements  included  in our Form 10-QSB  were  $91,000 and  $62,000,
respectively.

(2)  Audit-Related  Fees.  There were no fees  billed to us for the years  ended
February 29, 2004 and February 28, 2003 for  assurance  and related  services by


                                       53
<PAGE>

our principal  accountant that are reasonably  related to the performance of the
audit or review of our financial  statements and are not reported under Item (1)
above.

(3) Tax Fees.  The aggregate  fees billed to us for the years ended February 29,
2004 and February 28, 2003 for professional  services  rendered by our principal
accountant for tax compliance,  tax advice, and tax planning were $0 and $15,000
respectively.

(4) All Other  Fees.  There were no other fees  billed to us for the years ended
February 29, 2004 and  February  28, 2003 for products and services  provided by
our principal accountant,  other than the services reported in Items (1) through
(3) above.

(5) Our  audit  committee  pre-approves  all  auditing  and tax  services  to be
provided by our  principal  accountant on an annual basis prior to entering into
an  engagement  with our  principal  accountant  for such  services.  All  other
non-audit  services,  if any, must be  pre-approved  by our audit committee on a
case by case basis.  All services  described in Items (1) through (4) above were
pre-approved by our audit committee.

(6) All of the hours expended on our principal accountant's  engagement to audit
our  financial  statements  for the fiscal  year ended  February  29,  2004 were
attributed to work performed by our principal  accountant's full time, permanent
employees.

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized on this 28th day of May 2003.

                                  ORYX TECHNOLOGY CORP.


                                  By:      /s/ Philip J. Micciche
                                           -------------------------------------
                                           Philip J. Micciche,
                                           President, Chief Executive Officer
                                           and Chief Financial Officer


                                       54
<PAGE>
         In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the registrant, and in the capacities and
on the dates indicated.

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


/s/ Philip J. Micciche      President, Chief Executive Officer,     May 28, 2004
----------------------      Chief Financial Officer and Director
Philip J. Micciche          (Principal Executive Officer,
                            Principal Financial Officer and
                            Principal Accounting Officer)


/s/ Andrew Intrater         Secretary, Treasurer                    May 28, 2004
-------------------         and Director
Andrew Intrater

/s/ John H. Abeles          Director                                May 28, 2004
------------------
John H. Abeles

/s/ Jay M. Haft             Director                                May 28, 2004
---------------
Jay M. Haft

                                       55
<PAGE>

Oryx Technology Corp.
Index to Consolidated Financial Statements
February 29, 2004 and February 28, 2003
--------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm..................    F-2

Consolidated Balance Sheets at February 29, 2004
      and February 28, 2003..............................................    F-3

Consolidated Statements of Operations for the
      years ended February 29, 2004 and February 28, 2003 ...............    F-4

Consolidated Statement of Stockholders' Equity for the
      years ended February 29, 2004 and February 28, 2003................    F-5

Consolidated Statements of Cash Flows for the
      years ended February 29, 2004 and February 28, 2003................    F-6

Notes to Consolidated Financial Statements...............................    F-7



                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
Oryx Technology Corp.


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present  fairly,  in all  material  respects,  the  financial  position  of Oryx
Technology  Corp.  and its  subsidiaries  at February  29, 2004 and February 28,
2003,  and the  results of their  operations  and their cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements in accordance  with the  standards of the Public  Company  Accounting
Oversight  Board  (United  States).  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.


The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations and has an  accumulated  deficit that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also described in Note 1. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


PricewaterhouseCoopers LLP


San Jose, California
May 28, 2004

                                      F-2
<PAGE>
<TABLE>
Oryx Technology Corp.
Consolidated Balance Sheets
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

              Assets                                                                           February 29,            February 28,
                                                                                                   2004                    2003
                                                                                               ------------            ------------
<S>                                                                                            <C>                     <C>
Current assets:
  Cash and cash equivalents                                                                    $    564,000            $    381,000
  Accounts receivable, net of allowance for doubtful
    accounts of $34,000                                                                               5,000                   5,000
  Other current assets                                                                               37,000                  66,000
                                                                                               ------------            ------------
    Total current assets                                                                            606,000                 452,000

Property and equipment, net                                                                           3,000                   8,000
Investments                                                                                         717,000                 200,000
                                                                                               ------------            ------------
                                                                                               $  1,326,000            $    660,000
                                                                                               ============            ============


              Liabilities, Mandatorily Redeemable Convertible
                  Preferred Stock and Stockholders' Equity

Current liabilities:
  Accounts payable                                                                             $     15,000            $     12,000
  Accrued liabilities                                                                               264,000                 117,000
                                                                                               ------------            ------------
    Total current liabilities                                                                       279,000                 129,000
                                                                                               ------------            ------------

Commitments and Contingencies (Note 9)

Series A 2% mandatorily convertible redeemable Preferred Stock
    $0.001 par value; 3,000,000 shares authorized;
    750 shares issued and outstanding                                                                18,000                  18,000
                                                                                               ------------            ------------

Stockholders' equity:
Common Stock, $0.001 par value; 25,000,000 shares
    authorized; 2,821,335 and 1,836,335  issued and oustanding
    at February 29, 2004 and February 28, 2003, respectively                                          3,000                   2,000
Additional paid-in capital                                                                       27,806,000              26,282,000
Accumulated deficit                                                                             (26,780,000)            (25,771,000)
                                                                                               ------------            ------------
      Total stockholders' equity                                                                  1,029,000                 513,000
                                                                                               ------------            ------------
                                                                                               $  1,326,000            $    660,000
                                                                                               ============            ============
<FN>

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

                                      F-3
<PAGE>
Oryx Technology Corp.
Consolidated Statements of Operations
--------------------------------------------------------------------------------
                                                      Year Ended     Year Ended
                                                     February 29,   February 28,
                                                         2004           2003
                                                     -----------    -----------
Revenue:
   Services                                          $      --      $    58,000
   Services to related parties                            35,000         76,000
   Other                                                 475,000        254,000
                                                     -----------    -----------
                                                         510,000        388,000
                                                     -----------    -----------

Cost of Sales:
   Services                                                 --           42,000
   Services to related parties                            59,000        104,000
   Other                                                    --             --
                                                     -----------    -----------
                                                          59,000        146,000
                                                     -----------    -----------

    Gross profit                                         451,000        242,000
                                                     -----------    -----------

Operating expenses:
   General and administrative                            789,000        961,000
   Research and development                               45,000        209,000
                                                     -----------    -----------
    Total operating expenses                             834,000      1,170,000
                                                     -----------    -----------


Loss from operations                                    (383,000)      (928,000)

Interest income                                            3,000         10,000
Loss on investments, net                                (554,000)      (787,000)
Goodwill impairment                                         --         (412,000)
Other income                                              20,000         37,000
                                                     -----------    -----------

Loss before income tax                                  (914,000)    (2,080,000)
Income tax expense                                       (95,000)          --
                                                     -----------    -----------
Net loss                                              (1,009,000)    (2,080,000)
Preferred stock dividends                                   --           (2,000)
                                                     -----------    -----------
    Net loss attributable to Common Stock            $(1,009,000)   $(2,082,000)
                                                     ===========    ===========

Basic and diluted net loss per common share          $     (0.45)   $     (1.14)
                                                     ===========    ===========

Weighted average common shares used to compute
        basic and diluted net loss per share           2,232,988      1,833,688
                                                     ===========    ===========

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

                                      F-4
<PAGE>
<TABLE>
Oryx Technology Corp.
Consolidated Statement of Stockholder's Equity
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                    Common Stock       Additional
                                                                  -----------------      Paid-In       Accumulated
                                                                 Shares     Amount       Capital          Deficit         Total
                                                                ------     ------       -------          -------         -----
<S>                                                           <C>         <C>         <C>             <C>              <C>
Balance at February 28, 2002                                  1,832,834   $  2,000    $ 26,149,000    $(23,689,000)    $  2,462,000


Issuance of stock options in exchange for services                 --         --            62,000            --             62,000

Conversion of Preferred Stock to Common Stock                     3,501       --            71,000            --             71,000

Net Loss                                                           --         --              --        (2,080,000)      (2,080,000)

Preferred Stock dividend                                           --         --              --            (2,000)          (2,000)
                                                              ---------   --------    ------------    ------------     ------------
Balance at February 28, 2003                                  1,836,335      2,000      26,282,000     (25,771,000)         513,000


Issuance of Common Stock and warrants in private placement      985,000      1,000       1,524,000            --          1,525,000

Net Loss                                                           --         --              --        (1,009,000)      (1,009,000)
                                                              ---------   --------    ------------    ------------     ------------
Balance at February 29, 2004                                  2,821,335   $  3,000    $ 27,806,000    $(26,780,000)    $ (1,029,000)
                                                              =========   ========    ============    ============     ============
<FN>

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

                                      F-5
<PAGE>
<TABLE>
Oryx Technology Corp.
Consolidated Statements of Cash Flows
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                    Year Ended           Year Ended
                                                                                                    February 29,        February 28,
                                                                                                       2004                 2003
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>
Cash flows from operating activities:
  Net loss                                                                                          $(1,009,000)        $(2,080,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Loss on investments                                                                                 554,000             787,000
    Goodwill impairment                                                                                    --               412,000
    Depreciation and amortization                                                                         5,000               6,000
    Non-cash stock compensation                                                                            --                62,000
      Changes in assets and liabilities
        Accounts receivable                                                                              25,000              68,000
        Other current assets                                                                             29,000              98,000
        Accounts payable                                                                                  3,000               2,000
        Accrued liabilities                                                                             147,000             (79,000)
                                                                                                    -----------         -----------
            Net cash used in operations                                                                (246,000)           (724,000)
                                                                                                    -----------         -----------

Cash flows from investing activities:
  Capital expenditures                                                                                     --                (8,000)
  Collection of previously written off note receivable                                                  129,000                --
  Purchase of Investments                                                                            (1,225,000)           (938,000)
                                                                                                    -----------         -----------
            Net cash used in investing activities                                                    (1,096,000)           (946,000)
                                                                                                    -----------         -----------

Cash flows from financing activities:
  Proceeds from sale of Common Stock and warrants                                                     1,525,000                --
  Payment of dividends on Preferred Stock                                                                  --                (2,000)
                                                                                                    -----------         -----------
            Net cash provided by (used in)  financing activities                                      1,525,000              (2,000)
                                                                                                    -----------         -----------
Net increase (decrease) in cash and cash equivalents                                                    183,000          (1,672,000)
Cash and cash equivalents at beginning of period                                                        381,000           2,053,000
                                                                                                    -----------         -----------
Cash and cash equivalents at end of period                                                          $   564,000         $   381,000
                                                                                                    ===========         ===========
<FN>

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

                                      F-6
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

1.       The Company

         During fiscal 2000, Oryx Technology Corp. ("Oryx" or the "Company"),  a
Delaware corporation, and its subsidiaries completed its strategic repositioning
of  the  Company  to  a  licensing  entity.  During  fiscal  2001,  the  Company
established  a  subsidiary,  Oryx  Ventures,  LLC, to act as an  investment  and
management  services  entity.  At February 29, 2004,  the Company was  primarily
involved in the business of  licensing  its  proprietary  SurgX  technology  and
providing capital and management services to early stage development  companies.
The Company  transferred the research and development of its SurgX electrostatic
discharge  protection  technology and SurgX liquid  manufacturing  processes and
know-how to its  licensees.  As of such date,  the  Company's  primary  activity
associated  with  early  stage  companies  was  providing  management  services.
Although  the  Company  has made  several  investments  in several  early  stage
companies, it has neither the intention  nor the  resources to regularly buy and
sell such investments.  Thus,  investing does not constitute a major part of the
Company's  ongoing  operations  and  the  activities  of Oryx  Ventures  are now
primarily limited to management services.

         Liquidity

         From  inception  through  February 29,  2004,  the Company has incurred
substantial  losses and negative cash flows from  operations and, as of February
29, 2004, the Company had an accumulated  deficit of  $26,780,000.  For the year
ended February 29, 2004, the Company  recorded a net loss of $1,009,000 and cash
outflows from operating activities of $246,000.

         The Company  believes it does not have  sufficient  capital to meet its
anticipated  working  capital  requirements  through  fiscal year 2005.  In this
event,  the  Company  will need  additional  funding to be  obtained  by raising
additional  equity or taking other  steps.  If the Company  requires  additional
equity, there can be no assurance that such transactions can be effected in time
to meet its  needs,  if at all,  or that any such  transaction  will be on terms
acceptable to the Company or in the interest of its stockholders.

         The financial statements do not include any adjustments relating to the
recoverability  and  classification  of recorded asset amounts or to amounts and
classification  of liabilities that may be necessary if the Company is unable to
continue as a going concern.


2.       Summary of Significant Accounting Policies

     Basis of presentation
         The  Company's  fiscal year ends on the last day of February.  The year
ended February 29, 2004 is referred to herein as fiscal 2004.

     Principles of consolidation
         The  consolidated  financial  statements  include the  accounts of Oryx
Technology  Corporation  and its majority owned  subsidiaries.  All  significant
intercompany transactions and accounts have been eliminated.

F-7
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Use of estimates
         The  preparation of financials  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
period.  Actual results could differ from those estimates,  and such differences
could be material and affect the result of operation reported in future periods.

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

     Concentration of credit risks
         The Company's  customers are primarily the licensees of our proprietary
SurgX  technology and the Intragene  technology,  and the companies for which it
provides  management  services.  The Company  maintains  reserves for  potential
credit losses; historically, such losses have been minor. The Company's accounts
receivable are principally derived from sales in the United States.

         All transactions are denominated in U.S. dollars. Significant customers
who  represented  10% or more of  revenue  for the  respective  periods  were as
follow:

                                                 Year Ended          Year Ended
                                                February 29,        February 28,
                                                    2004                2003
                                                    ----                ----
        Iriso Electronics, Co. LTD                   82%                 38%
        Cooper Electronics Technology                11%                  0%
        S2 Technologies, Inc                          7%                 20%
        Oryx Advanced Materials, Inc                  0%                 27%
        Cogency Software, Inc                         0%                 15%



         At February 29, 2004 and February 28, 2003, one customer  accounted for
100% of accounts receivable.

     Fair value of financial instruments
         Carrying  amounts of certain of the  Company's  financial  instruments,
including cash and cash equivalents,  accounts  receivable and accounts payable,
approximate  their fair value due to their relative  short  maturities and based
upon comparable  market  information  available at the respective  balance sheet
dates.  The Company  does not hold or issue  financial  instruments  for trading
purpose.

     Property and equipment
         Property and  equipment  are stated at cost.  Depreciation  is computed
using the  straight-line  method over the estimated  useful lives of the assets,
generally  three to ten years.  Leasehold  improvements  are amortized using the
straight-line  method over the shorter of the lease term or the estimated useful


F-8
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

lives of the assets.  The Company  periodically  reviews the  carrying  value of
property and equipment for impairment based upon estimated cash flows.

     Investments
         The investments in the Company's  portfolio companies are accounted for
by either the equity  method or cost  method,  based upon voting  interests  and
level of  influence.  See Note 4 for related  investment  activity.  The Company
periodically reviews the carrying value of investments for impairment based upon
estimated cash flows and other information.

     Revenue recognition
         Services  revenue  is for  management  services  pursuant  to time  and
materials  contracts and is recorded when services are performed,  contractually
payable and collectibility is probable. Other revenue represents royalty revenue
based upon license  agreements or per unit royalties  which are recognized  when
earned,  reported by the licensee,  contractually  payable and collectibility is
probable.

     Allowance for doubtful accounts
         The Company  maintains an allowance for doubtful accounts for estimated
losses from the  inability  of its  customers  to make  required  payments.  The
Company  evaluates its allowance for doubtful accounts based on the aging of its
accounts receivable,  the financial condition of its customers and their payment
history, its historical write-off experience and other assumptions.

     Income taxes
         Deferred  income taxes are provided for temporary  differences  between
the  financial  reporting  basis and the tax basis of the  Company's  assets and
liabilities.  The benefits from utilization of net operating loss  carryforwards
will be reflected as part of the income tax provision if and when realizable.

F-9
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Net loss per share
         Basic and diluted  earnings  per share for the periods  presented  have
been computed by dividing loss available to common  stockholders by the weighted
average common shares outstanding for the period. Due to the net losses incurred
for the periods presented,  all common stock equivalents (options,  warrants and
preferred  stock)  outstanding were considered  anti-dilutive  and were excluded
from the calculations of diluted net loss per share. No adjustments were made to
net loss  attributable  to common stock in the  calculation  of basic or diluted
earnings per share in the periods presented. Anti-dilutive securities and common
stock equivalents at February 29, 2004 which could be dilutive in future periods
include  common  stock  options  to  purchase  219,151  shares of common  stock,
warrants to purchase  404,679 shares of common stock, and 750 shares of Series A
preferred  stock  which  may be  converted  into 875  shares  of  common  stock.
Anti-dilutive  securities  and common  stock  equivalents  at February  28, 2003
include  common  stock  options  to  purchase  247,839  shares of common  stock,
warrants  to purchase  148,954  shares of common  stock,  750 shares of Series A
preferred  stock  which may be  converted  into 875  shares of common  stock and
subsidiary  stock  options to  purchase  14,000  shares in the  Company's  SurgX
subsidiary, which could reduce the Company's share of profits in the calculation
of earnings per share in future periods.

     Comprehensive Income
         Comprehensive  income  includes  all changes in equity  during a period
from   non-owner   sources   including    unrealized   gains   and   losses   on
available-for-sale   securities.   There  is  no  difference  between  net  loss
attributable to common stock and comprehensive loss for all periods presented.

     Stock-based compensation
         The Company accounts for stock-based employee compensation arrangements
using the  intrinsic  value method  prescribed in APB 25  "Accounting  for stock
issued to employees" and related interpretations and, accordingly,  compensation
cost for stock  options is measured as the excess,  if any, of the fair value of
the Company's  stock at the date of grant over the stock option  exercise price.
Expense associated with stock-based  compensation is amortized on an accelerated
basis over the vesting period of the individual award consistent with the method
described in Financial  Accounting  Standards Board  Interpretation No. 28 ("FIN
28").  Under  SFAS No.  123 and EITF  96-18,  stock  options  awards  issued  to
nonemployees  are  accounted  for at their  fair value  using the  Black-Scholes
option pricing method. The fair value of each non employee stock option or award
is  remeasured at each period end until a commitment  date is reached,  which is
generally the vesting date.

         Had  compensation  cost for all the Plans been determined  based on the
fair value of each stock option on its grant date,  as  prescribed  in SFAS 123,
the Company's net loss and net loss per share in fiscal 2004 and 2003 would have
been as follows:


F-10
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                Year Ended             Year Ended
                                                               February 29,           February 28,
                                                                  2004                    2003
                                                               -----------            -----------
<S>                                                            <C>                    <C>
Net loss reported                                              $(1,009,000)           $(2,082,000)

Stock-based employee compensation expense determined
   under fair value for all awards                                 (80,000)              (155,000)
                                                               -----------            -----------
Pro forma net loss                                             $(1,089,000)           $(2,237,000)
                                                               ===========            ===========

Reported net loss per share                                    $     (0.45)           $     (1.14)
                                                               ===========            ===========
Pro forma net loss per share                                   $     (0.49)           $     (1.22)
                                                               ===========            ===========

</TABLE>

         During fiscal 2004 and 2003, there were no options granted.


     Recent accounting pronouncements
         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after December 15, 2004. The Company expects that the
adoption of FIN46 may have an impact on its investment in S2 Technologies.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity. SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified as equity.  SFAS No. 150 is effective for financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. It is to be implemented by reporting the cumulative  effect of a change in
an accounting  principle for financial  instruments  created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of  adoption.  Restatement  is not  permitted.  The  Company  believes  that the
adoption  of this  standard  did  not  have  material  impact  on the  financial
statements of the Company.

F-11
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         Reclassification

         Certain  reclassifications have been made to the fiscal 2003 amounts to
conform to the 2004 presentations.  These  reclassifications  did not change the
previously reported net loss or the total assets of the Company.


3.       Details of Balance Sheet Components

                                                    February 29,    February 28,
                                                       2004              2003
                                                     ---------        ---------
Other current assets:
  Prepaid expenses                                   $  35,000        $  63,000
  Security deposit on facility                           1,000            1,000
  Other                                                  1,000            2,000
                                                     ---------        ---------
                                                     $  37,000        $  66,000
                                                     =========        =========

Property and equipment:
  Furniture and fixtures                             $  34,000        $  42,000
  Less:  Accumulated depreciation                      (31,000)         (34,000)
                                                     ---------        ---------
                                                     $   3,000        $   8,000
                                                     =========        =========

Accrued liabilities:
  Compensation                                       $ 142,000        $  28,000
  Professional fees                                     80,000           80,000
  Other                                                 42,000            9,000
                                                     ---------        ---------
                                                     $ 264,000        $ 117,000
                                                     =========        =========

4.       Investments

         During fiscal 2001, the Company  established Oryx Ventures,  LLC to act
as an investment and management services entity. Oryx Ventures is a wholly-owned
subsidiary of the Company and is managed by the Company's employees. The Company
contributes investment funds to Oryx Ventures from its existing cash balances.

         To date, the Company has invested in three technology  companies:  LOTS
Technology,   Inc.,  a  developer  of  digital   optical   storage   technology,
NetConversions,  an  early-stage,  data  marketing  company  with a  proprietary
technology that allows for real-time  analysis of consumer online buyer behavior
and  S2  Technologies,  Inc.,  an  early-stage  middleware  and  software  tools
development company.

         LOTS  Technology  ceased  operations in calendar 2002 and has filed for
bankruptcy.  The Company  wrote off its $500,000  investment  in LOTS during the
fourth  quarter  of  fiscal  2001.  The  Company  does not  have any  reasonable
expectation of recovering its original investment in LOTS Technology.

F-12
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         The Company provided a bridge loan of $100,000 to  NetConversions  that
was  convertible to equity at a discounted  rate. The Company fully reserved its
investment in Net Conversions as of November 30, 2000 due to industry conditions
and financing issues. In February 2004, NetConversions repaid the bridge loan in
full.

         At  present,  due to a lack of capital and  adverse  conditions  in the
capital  markets,  coupled with the  uncertainty  of future  royalty income from
SurgX,  the Company is limiting the  activities  of Oryx  Ventures to supporting
primarily one portfolio company, S2 Technologies.

         On a quarterly  basis,  the carrying  value of the Company's  ownership
interest in S2 Technologies is evaluated for possible  impairment.  In assessing
the  carrying  value of S2  Technologies,  the  achievement  of  financial  plan
objectives  and  milestones,  overall  market  conditions  for their products or
services,  assessment  of  competitive  technologies  and the  ability  to raise
capital for future funding requirements is considered.

         The various  interests  that the Company has acquired in its  portfolio
companies  are  accounted  for by either the equity  method or cost method.  The
applicable  accounting method used to record investments in portfolio  companies
is  determined  by the  Company's  voting  interest and level of  influence  the
Company exercises over each portfolio  company.  In general the Company will use
the equity method when its  ownership  level exceeds 20% but is not greater than
50%.  When the  Company's  ownership  is less than 20% and the Company  does not
exercise  significant  influence  it uses the cost  method.  Whether  or not the
Company  exercises  significant  influence  with respect to a portfolio  company
depends on an evaluation of several factors including:  its management  capacity
and decision making  authority  relative to the management  services the Company
provides to the  portfolio  company,  level of  representation  on the portfolio
company's  board of directors  and level of voting  rights  associated  with its
equity  holdings.  The Company  accounts for its  investment in S2  Technologies
using the equity method.

         S2  Technologies,  Inc ("S2  Technologies")  has  developed  a software
platform that reduces the time and cost associated with integration and testing,
resulting in shorter development  cycles,  lower research and development costs,
and longer  time-in-market.  In August  2000 the Company  purchased  $500,000 of
Series A Preferred  Stock issued by S2  Technologies.  In June 2001, the Company
made a $250,000  bridge loan to S2  Technologies.  In October 2001,  the Company
participated  in  S2  Technologies'   second  equity  financing  round  with  an
investment of $1,105,000 in Series B Preferred Stock, which included  conversion
of the $250,000 bridge loan and an investment of $855,000 in new funds. In March
2002,  the Company  invested  $938,000 in Series B Preferred  Stock issued by S2
Technologies   and  exercised  a  warrant  to  acquire   466,666  shares  of  S2
Technologies'  Common  Stock at an  exercise  price of $0.001 per share.  In May
2003, the Company made an investment of $200,000 in S2  Technologies  Series B-1
Preferred  Stock.  In August  2003,  the Company  exercised a warrant to acquire
233,334 shares of S2  Technologies'  Common Stock at an exercise price of $0.001
per share.  On September 15, 2003, the Company made an additional  investment of
$125,000 in S2 Technologies Series B-1 Preferred Stock. On February 3, 2004, the
Company invested $900,000 in Series C Preferred Stock issued by S2 Technologies.

F-13
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

As a  result  of this  investment,  the  Company  had a voting  ownership  in S2
Technologies of  approximately  40% as of February 29, 2004. The Company is also
providing senior management advisory services to S2 Technologies in exchange for
a cash fee.

         S2 Technologies' focus is to provide value-added tools that address the
integration  and  verification  phases  of  embedded  software.  The  goal of S2
Technologies'  products  is to  increase  software  developers'  and  engineers'
productivity  and  decrease  the  time it  takes  for  their  products  to reach
commercialization.  S2  Technologies  released its first  commercial  product in
March 2002.  Sales to date have been lower than anticipated due to the difficult
economic environment.

         Given the limited capital  resources of S2 Technologies at the time the
Company made its original investment, the Company began recognizing losses based
upon the its pro-rata share of the Series A Preferred financing. Concurrent with
the Series B Preferred  financing in October 2001, the Company began recognizing
losses on its  investment  in S2  Technologies  based upon the  Company's  total
equity ownership  percentage in S2  Technologies.  Holders of Series A Preferred
Stock and B Preferred Stock have voting rights consistent with the voting rights
of common  stockholders and such voting rights are considered in the calculation
of the Company's ownership in S2 Technologies.  The investment loss with respect
to the Company's investment in S2 Technologies consists of recognition of losses
relating to the Company's  percentage  ownership  share of S2  Technologies  and
impairment of the Company's  investment in S2  Technologies.  From the Company's
original  investment  in  August  2000  through  its  participation  in  the  S2
Technologies  Series  B  Financing  in  October  2001,  the  Company  recognized
approximately  71% of S2  Technologies'  losses,  which  reflected the Company's
percentage  of  total  capital  invested  in S2  Technologies  in  lieu  of  its
percentage  equity  ownership in this company.  Subsequent  to S2  Technologies'
Series B Preferred financing in October 2001, due to the addition of several new
investors in S2  Technologies,  the Company  recognized 35% of S2  Technologies'
losses,  reflecting its percentage  equity ownership in S2  Technologies.  Since
then, due to several subsequent additional  investments in S2 Technologies,  the
Company's  percentage equity ownership in S2 Technologies has fluctuated and was
40.0% at February 29, 2004. The Company has recognized  losses  attributable  to
its ownership of S2  Technologies of $2,541,000 as of February 29, 2004 of which
$683,000 and $787,000  are  included in loss on  investments  in fiscal 2004 and
2003,  respectively,  and impairment losses of $412,000 as of February 28, 2003.
At February  29, 2004,  the carrying  value of the  Company's  investment  in S2
Technologies was $717,000.

         S2  Technologies  remains in the  "development  stage"  and  expects to
continue to generate  losses from  operations  until its products  have achieved
market  acceptance and recurring sales with  customers.  Sales to date have been
minimal and lower than expected, and therefore there can be no assurance that S2
Technologies  will  achieve  these  goals.  As a result of S2  Technologies  not
meeting certain milestones  established during fiscal 2003, the Company recorded
an  impairment  loss of  $412,000  for the year ended  February  28,  2003.  The
impairment  loss was  determined  based upon the  Company's pro rata share of S2
Technologies' net realizable value,  which consisted  primarily of net available
cash at February 28, 2003.

F-14
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         Mark Underseth,  Chief  Executive  Officer of S2  Technologies,  is the
brother of Mitchel Underseth, who was the Chief Financial Officer and a director
of the Company until November 30, 2002. Mitchel Underseth did not participate in
the  Company  due  diligence  or  negotiations  with  respect  to the  Company's
investments in S2 Technologies  and abstained from voting or discussion when the
Company's  Board of  Directors  considered  this  matter.  On  December 1, 2002,
Mitchel Underseth joined S2 Technologies as its Chief Financial Officer. Mitchel
Underseth has continued  providing  services to the Company as a consultant  and
was paid  $36,000 for year ended  February  29,  2004.  The  Company  recognized
$35,000 and $76,000 in  management  service  fees from S2  Technologies  for the
fiscal years ended February 29, 2004 and February 28, 2003, respectively.

         Summarized financial information for S2 Technologies is as follows:

                                              February 29,        February 28,
                                                  2004               2003
                                          -------------------------------------

Current assets                                $ 3,021,000       $   548,000
Non-current assets                                 33,000            49,000
Current liabilities                               440,000           168,000
Non-current liabilities                              --                --
Redeemable preferred stock                      7,932,000         4,083,000
Stockholders deficit                           (5,318,000)       (3,654,000)


                                              Year ended           Year ended
                                          February 29, 2004    February 28, 2003
                                          -------------------------------------
Net sales                                        185,000             31,000
Loss from continuing operations               (1,680,000)        (1,973,000)
Net loss                                      (1,674,000)        (1,964,000)


5.       STOCKHOLDERS' EQUITY

Warrants

During  fiscal 2002,  the Company  entered  into a seventeen  and one half month
marketing agreement with a third party for investor relations services.  In July
2001,  in  consideration  for the investor  relations  services  provided to the
Company by such third  party,  the Company  issued two  immediately  exercisable
fully  vested  warrants to  purchase  25,000  shares of common  stock each at an
exercise price of $6.52 and $3.26 per share, respectively. These warrants expire
five years from the date of issuance.  The Company  determined the fair value of

F-15
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

these  warrants to be $110,000,  which was  calculated  using the  Black-Scholes
option  pricing  model on the date of grant.  The fair value of the  warrants is
being  expensed on a  straight-line  basis over the period in which the services
are being performed. The Company recorded $62,000 and $48,000 of expense related
to these services for the years ended February 28, 2003 and 2002, respectively.

In July 2003,  the Company  sold  625,000  shares of common  stock to a group of
investors in a private  placement,  resulting in cash proceeds to the Company of
$625,000.  As part of this  transaction,  the  Company  issued to the  investors
five-year warrants to purchase in aggregate up to a maximum of 156,250 shares of
common stock at an exercise price of $3.00 per share.

In January 2004,  the Company sold 360,000  shares of common stock to a group of
investors in a private  placement,  resulting in cash proceeds to the Company of
$900,000.  As part of this  transaction,  the  Company  issued to the  investors
five-year  warrants to purchase in aggregate up to a maximum of 90,000 shares of
common stock at an exercise price of $6.00 per share.

6.       Series A 2% Mandatorily Redeemable Convertible Cumulative Preferred
         Stock

         The Company has authorized  3,000,000  shares of Preferred Stock with a
par value of $0.001  per share of which  45,000 of such  shares  are  designated
Series A 2% Mandatorily  Redeemable  Convertible Cumulative Preferred Stock (the
Series A Stock). Each share of Series A Stock may be converted, at the option of
the holder,  into  approximately  1.167 shares of Common Stock.  The Company had
reserved 875 shares of Common Stock for issuance upon conversion of the Series A
Stock as of February  29, 2004 and  February  28,  2003.  During  fiscal 2003, a
holder of Series A Stock  converted  3,000  units  into  3,501  shares of Common
Stock.  The  holders  of Series A Stock are  entitled  to  receive a  cumulative
dividend of $0.50 per share per annum,  subject to any  restrictions  imposed by
the Delaware General Corporation Law. The dividend is payable semi-annually.  In
the event of a liquidation  and to the extent assets are available,  the holders
of the Series A Stock are entitled to a liquidation  preference  distribution of
$25.00 per share plus accrued but unpaid dividends.  A change in the majority of
the voting control of the  outstanding  stock is considered a liquidation  event
which could cause the Series A stock to be redeemed.  Each share of the Series A
Stock is entitled to one vote per share on all  matters  submitted  to a vote of
stockholders  of the  Company.  The  redemption  value is  equal to the  initial
investment made by the stockholders.

7.       Stock Plans and Warrants

     Oryx Stock Plans
         In March 1993, the Company adopted the Incentive and Nonqualified Stock
Option Plan (the "1993  Plan").  The 1993 Plan provides for incentive as well as
nonstatutory  stock  options.  The  plan  terminated  on  March  3,  2003 and no
additional options will be granted under this plan.

         Options  under the 1993 Plan were granted at prices  determined  by the
Board of Directors,  subject to certain conditions.  Generally, these conditions
require  that the  exercise  price of options  granted may not be below 110% for
persons owning more than 10% of the Company's capital stock and 100% for options
issued to other persons for incentive  options,  or 85% of the fair market value
of the stock at the date of grant for non statutory options.  Options granted to


F-16
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

persons owning more than 10% of the Company's  capital stock may not have a term
in excess of five years,  and all other  options  must expire  within ten years.
Options vest over a period determined by the Board of Directors,  generally four
years,  and are adjusted pro rata for any changes in the  capitalization  of the
Company,  such as stock  splits and stock  dividends.  The  Company  has 362,500
shares  authorized  under the  Incentive and  Nonqualified  Stock Option Plan of
which 201,151 options were  outstanding with an average exercise price of $14.92
per share as of February 29, 2004.

         In 1995 and 1996, the Company adopted the 1995 and 1996 Directors Stock
Option Plan (the "Directors'  Plans").  The 1995 and 1996 Directors' Plan, which
expires in 2005 and 2006,  respectively,  provide for nonstatutory stock options
to be granted to  nonemployee  directors of the Company.  The Board of Directors
may terminate the Directors'  Plans at anytime at its discretion.  Options under
the Directors' Plans are granted at prices determined by the Board of Directors,
subject to certain  conditions  more fully  described in the  Directors'  Plans.
Generally,  these conditions  require that the exercise price of options granted
may not be below 110% for persons owning more than 10% of the Company's  capital
stock and 100% for options  issued to other  persons of the fair market valve of
the stock at the date of grant.  Options must expire  within ten years of grant.
The 1995 and 1996  Directors'  Plan  provides  that  each  nonemployee  director
receive  options  to  purchase  4,500 and  3,000  shares,  respectively,  of the
Company's  Common Stock.  Under the 1995 Director's  Plan,  shares vest in three
equal  annual  installments  of 15,000  shares on the  first,  second  and third
anniversaries of the date of the grant. Under 1996 Director's Plan, 1,000 shares
vest and are exercisable  upon grant with the remainder  vesting in equal annual
installments  on the first and second  anniversaries  of the date of grant.  The
Company has 22,500 shares  authorized  under the 1995  Directors'  Plan of which
12,000  options were  outstanding  with an average  exercise price of $17.02 per
share as of February 29, 2004.  The Company has 25,000 shares  authorized  under
the 1996 Directors' Plan of which 6,000 options were outstanding with an average
exercise price of $19.70 per share as of February 29, 2004.

         In fiscal 1999, as part of its sale of the Power Products business, the
Company issued non-statutory options under a special Stock Option Plan to former
key employees of Oryx Power Products to purchase a total of 20,500 shares of the
Company's  Common Stock at an exercise price of $9.50 per share and 5,000 shares
at an exercise price of $2.50 per share. As of February 29, 2004,  there were no
outstanding options under this plan.

         A summary of stock option  activity under the 1993 Plan, the Directors'
Plans and other stock options granted is as follows:


F-17
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                                           Options Outstanding
                                                        ------------------------
                                                                       Weighted-
                                                                        Average
                                           Available                   Exercise
                                             For        Number of        Price
                                            Grant        Options       Per Share
                                           -------       -------       ---------

Balance at February 28, 2002                20,036       319,092       $   14.73

Options canceled and expired                71,253       (71,253)      $   14.67
                                           -------       -------
Balance at February 28, 2003                91,289       247,839       $   14.75

Options canceled and expired                28,688       (28,688)      $   11.89
                                           -------       -------
Balance at February 29, 2004               119,977       219,151       $   15.17
                                           =======       =======


         The following table summarizes information about employee stock options
at February 29, 2004:
<TABLE>
<CAPTION>
                              Options Outstanding                                             Options Exercisable
                        ---------------------------------------------------------    ---------------------------------------
                                       Weighted-Average
                                           Remaining             Weighted-                                  Weighted-
       Range of             Number        Contractual             Average                Number              Average
   Exercise Prices        Outstanding         Life             Exercise Price          Exercisable        Exercise Price
----------------------- ---------------- ---------------    ---------------------    ----------------  ---------------------
<S>                       <C>                 <C>                 <C>                   <C>                     <C>
$3.95 - 3.95                     18,000       7.6                 $ 3.95                      12,000            $ 3.95
$6.88 - 6.88                      1,375       4.7                   6.88                       1,375              6.88
$10.70 - 15.81                  114,574       3.6                  13.99                     114,574             13.99
$17.90 - 23.13                   85,202       3.0                  19.25                      84,889             19.24
                        ----------------                                             ----------------
   Total                        219,151       3.7                 $15.17                     212,838            $15.47
                        ================                                             ================

</TABLE>

F-18
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Subsidiary Stock Plan
         In November 1995, the Company's subsidiary, SurgX Corporation,  adopted
stock  option  plans  under  which the Board of  Directors  granted  options  to
management  to purchase  Class B common  shares in the  subsidiary at their fair
market values ast  determined  by the Board of Directors.  Class B common shares
authorized  for  issuance in the  subsidiary  are  identical  to the ten million
shares of Class A common shares owned by the Company,  except the Class A shares
possess a liquidation preference.  The Board of Directors authorized 1.5 million
shares of Class B common  shares to be available  for issuance  under this stock
plan. Such options are not transferable except in the event of a public offering
of the  subsidiary's  stock  or an  acquisition  of the  subsidiary,  and may be
repurchased by the Company at its option. Grants under the plan are for amounts,
vesting  periods  and  option  terms  established  by  the  Company's  Board  of
Directors.  The Company's ownership percentage of this subsidiary will change as
a result of future exercises of stock options and, to the extent this subsidiary
contributes  profits,  outstanding  subsidiary  stock  options  may  dilute  the
Company's share of profits in the calculation of earnings per share.

         At February 29,  2004,  there were no options  outstanding  to purchase
shares of SurgX Corporation  class B common stocks.  There was no activity under
the SurgX subsidiary  stock option plan during fiscal 2004.  During fiscal 2003,
290,000  options at an average price of $0.80 expired.  At February 29, 2004 and
Februar 28, 2003 there were 1,500,000 shares available for grant.

         During  fiscal 1998,  the Company sold 333,000  Class A shares of SurgX
Corporation  for net  proceeds of $485,000.  At February  29,  2004,  there were
10,333,000 Class A common shares of SurgX  Corporation  outstanding and with the
exception of 333,000 shares of SurgX Corporation sold in fiscal 1998, all of the
subsidiary Class A shares outstanding were owned by the Company.


F-19
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Warrants
         The following  warrants at February 29, 2004,  and the number of shares
of  the  Company's  Common  Stock  which  may  be  purchased  at  exercise, were
outstanding and exercisable at February  29, 2004:
<TABLE>
<CAPTION>

                Original            Issuable              Warrant          Warrant             Warrant
                Warrants             Common             Commencement      Expiration          Exercise
               Outstanding           Shares                Date              Date               Price
               -----------           ------                ----              ----               -----
<S>                                    <C>                   <C>                <C>             <C>
                   37,500              3,750            Oct. 1994          Oct. 2004            $2.000
                  379,000             66,704            Nov. 1994          Oct. 2004            $2.000
                   25,000             25,000            Jul. 2001          Jul. 2006            $3.260
                   25,000             25,000            Jul. 2001          Jul. 2006            $6.520
                   37,975             37,975            Oct. 2001          Oct. 2006            $5.925
                  156,250            156,250            Jul. 2003          Jul. 2008            $3.000
                   90,000             90,000            Jan. 2004          Jan. 2009            $6.000
              ------------       ------------
                  750,725            404,679
              ============       ============
</TABLE>

8.       Income Taxes

         Deferred income taxes reflect the tax effects of temporary  differences
between carrying  amounts of assets and liabilities for financial  reporting and
income tax purposes. The Company provides a valuation allowance for deferred tax
assets when it is more likely than not, based on currently  available  evidence,
that some  portion  or all of the  deferred  tax  assets  will not be  realized.
Management  believes that the available  objective  evidence creates  sufficient
uncertainty  regarding the realizability of deferred tax assets such that a full
valuation allowance is required at February 29, 2004.

         The tax effects of temporary differences and carryforwards that give
rise to significant portions of deferred tax assets and liabilities at February
29 2004 and February 28, 2003 are as follows

                                                 February 29,       February 28,
                                                    2004               2003
                                                 -----------        -----------
Net operating loss carryforwards                 $ 7,586,000        $ 7,501,000
R&D credit carryforwards                             345,000            343,000
Other                                              1,277,000          1,210,000
                                                 -----------        -----------
     Net deferred tax assets                       9,208,000          9,054,000
Valuation allowance                               (9,208,000)        (9,054,000)
                                                 -----------        -----------
     Net deferred tax assets                     $       --         $       --
                                                 ===========        ===========


F-20
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

        The Company recorded $95,000 as income tax expense for
foreign  withholding  tax  associated  with  royalty  revenue  from  IRISO.  The
provision for (benefit from) income taxes  reconciles to the amounts computed by
applying the statutory federal rate to loss before income taxes as follows:


                                                    February 29,    February 28,
                                                       2004              2003
                                                     ---------        ---------
Statutory U.S. federal tax                           $(311,000)       $(708,000)
Valuation allowance and other                          406,000          708,000
                                                     ---------        ---------
      Effective tax                                  $  95,000        $    --
                                                     =========        =========

         At February 29, 2004,  the Company had federal net  operating  loss and
research and development credit  carryforwards of approximately  $21,639,000 and
$160,000,  respectively.  The benefit derived from losses  attributable to stock
options will be recorded  directly to  stockholders  equity when realized rather
than as a reduction of the income tax provision.  Federal net operating loss and
research and development credit  carryforwards will expire on various dates from
2004 through 2024,  subject to certain  limitations.  In accordance with Section
382 of the  Internal  Revenue  Code,  the amounts of and the  benefits  from net
operating   losses   that  can  be  carried   forward  are  limited  in  certain
circumstances,  including a cumulative  stock ownership  change of more than 50%
over a three-year  period.  The Company's initial public offering and subsequent
private  placements  triggered  an  ownership  change of  greater  than 50% and,
accordingly,  the future  utilization of federal net operating loss and research
and development credit carryforwards generated through the date of that offering
may be limited.

9.       Commitments and Contingencies

         The Company leases its facilities  under an operating lease  agreement,
which expires in August 2004.  Future  minimum lease  obligations  of $5,000 are
payable in the year ending February 28, 2005.

         Rental expense for the year ended  February 29, 2004 was $16,000.  This
compares to rental expense for the year ended February 28, 2003 of $18,000.

         The Company enters into  agreements with customers in the normal course
of business that contain various  guarantees such as indemnification of its or a
third party's intellectual  property.  At February 29, 2004, the Company had not
recorded any liabilities associated with these guarantees.


F-21
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

10.      Related Parties

         During fiscal 1999, the Company made a loan to an employee for $35,000,
at a rate of 7% per annum,  repayable at the earlier of July 15, 2000, or thirty
days after the debtor ceases to be a full-time employee of the Company.  The due
date of this loan was extended to November  15, 2002.  The loan was paid in full
during fiscal 2003.

         The Company  paid legal costs  incurred by Philip  Micciche,  its Chief
Executive Officer, and Mitchel Underseth, its former Chief Financial Officer, in
connection  with  Comdisco,  Inc. v. Micciche,  Underseth,  et al filed in Santa
Clara County Superior Court, in which Messrs. Micciche and Underseth were named,
individually,  as defendants.  At the Company's  request,  Messrs.  Micciche and
Underseth were named as advisors to DAS Devices,  Inc. prior to its  acquisition
by Applied  Magnetics  in order to  attempt to  maximize  the  Company's  equity
investment  in DAS  Devices.  Messrs.  Micciche  and  Underseth  were  named  as
defendants in a lawsuit  brought by Comdisco,  Inc. in  connection  with alleged
defaults under a leasing agreement between Comdisco and DAS Devices. The Company
paid an aggregate of $68,020 in legal  expenses in connection  with this matter.
However,   the  Company  received  $47,000  from  its  insurance   carrier,   as
reimbursement of its legal expenses related to this matter.

         Through  Oryx  Ventures,  LLC,  the  Company  has  invested  a total of
$3,768,000 in Preferred  Stock of S2  Technologies,  Inc. from July 2000 through
February  2004.  In March 2002,  the Company made an  investment  of $938,000 in
Preferred Stock of S2 Technologies and exercised portion of a warrant to acquire
466,666 shares of S2 Technologies Common Stock. In May 5, 2003 and September 15,
2003, the Company made investments of $200,000 and $125,000,  respectively in S2
Technologies  Series B-1 Preferred Stock. In August 2003, the Company  exercised
the balance of a warrant to acquire  233,334  shares of S2  Technologies  Common
Stock. In February 3, 2004, the Company made an investment of $900,000 in Series
C Preferred Stock of S2 Technologies  resulting in a cumulative equity ownership
investment in S2 Technologies of 40.0%. Mark Underseth,  Chief Executive Officer
of S2 Technologies,  Inc. is the brother of Mitchel Underseth, who was the Chief
Financial  Officer of Oryx until  November 30, 2003.  Mitchel  Underseth did not
participate  in Oryx's  due  diligence  or  negotiation  with  respect to Oryx's
transaction with S2  Technologies,  Inc. and abstained from voting or discussion
when the Oryx's Board of Directors  considered this matter. In December 1, 2003,
Mitchel  Underseth  joined S2  Technologies  as their Chief  Financial  Officer.
Mitchel  Underseth  has  continued  providing  services  to  the  Company  as  a
consultant.

         In addition, Messrs. Micciche and Underseth provided certain management
services to S2 in exchange for cash and warrants to purchase  common stock in S2
Technologies.  During fiscal 2001, S2  Technologies  issued warrants to purchase
700,000  shares of common  stock for  $0.001  per share,  of which  466,666  and
233,334  were  exercised  by  the  Company  in  fiscal  2003  and  fiscal  2004,
respectively.  The shares purchased upon exercise of these warrants are included
in the  Company's  investment  balance.  Additionally,  the Company has recorded
$35,000 of revenue during fiscal 2004 related to the services provided.

F-22
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

11.      Segment Information

         The Company  groups its  business  into two  operating  segments  and a
corporate  segment (as defined by SFAS No. 131  "Disclosure  about  Segments and
Enterprise and Related  Information."):  (i) SurgX, the subsidiary through which
it licenses its surge  protection  technology;  (ii) Oryx  Ventures,  the entity
which   provides   strategic   and   management   services  and   investment  to
technology-oriented  start-up  companies;  and (iii) the corporate segment which
supports and provides  administrative,  accounting and financial services to the
operating segments,  and collected royalties from its Intragene Technology until
November 2002.  Minority interest of 3% in SurgX is not significant:  therefore,
it is not reflected in our financial statements

                                                    Year Ended       Year Ended
                                                   February 29,     February 28,
                                                       2004            2003
                                                   -----------      -----------
Revenues:
  Surgx                                            $   475,000      $   148,000
  Oryx Ventures                                         35,000          134,000
  Corporate                                               --            106,000
                                                   -----------      -----------
                                                   $   510,000      $   388,000
                                                   ===========      ===========

Operating loss:
  Surgx                                            $   430,000      $   (61,000)
  Oryx Ventures                                        (26,000)         (32,000)
  Corporate                                           (787,000)        (835,000)
                                                   -----------      -----------
                                                   $  (383,000)     $  (928,000)
                                                   ===========      ===========

Depreciation and amortization expense:
  Surgx                                            $      --        $      --
  Corporate                                              5,000            6,000
                                                   -----------      -----------
                                                   $     5,000      $     6,000
                                                   ===========      ===========

Identifiable assets:
  Surgx                                            $      --        $      --
  Oryx Ventures                                        604,000          205,000
  Corporate                                            722,000          455,000
                                                   -----------      -----------
                                                   $ 1,326,000      $   660,000
                                                   ===========      ===========

         Loss on investments, net of $554,000 and $787,000 and impairment losses
of $0 and $412,000 for the years ended  February 29, 2004 and February 28, 2003,
respectively, relates to the Oryx Ventures segment losses on equity investments.
Included in  identifiable  assets of Oryx Ventures are $717,000 and $200,000 for
fiscal  2004 and 2003,  respectively,  which  represent  the  carrying  value of
investments accounted for under the equity method (see note 4).

F-23
<PAGE>
Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         The  Company   licenses  its   technologies   both   domestically   and
internationally and provides management services primarily domestically. Revenue
by geographic region is as follows:

                                               Year Ended           Year Ended
                                              February 29,         February 28,
                                                  2004                 2003
                                                --------            --------
Net Revenues:
  United States                                 $ 91,000            $240,000
  Japan                                          419,000             148,000
                                                --------            --------
  Net Revenues                                  $510,000            $388,000
                                                ========            ========


         All sales are denominated in United States dollars. All of the
Company's assets are located within the United States.



F-24