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 28, 2005

                                       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
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(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)




                                       1
<PAGE>

         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 $323,000.

         As of April 30, 2005,  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,  2005 of $2.00 and $2.40 per one share of common  stock was
approximately $3,365,791.(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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<PAGE>
                                     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 28, 2005 we had an accumulated  deficit of approximately
$28 million. We incurred net losses of approximately $1.2 million for the fiscal
year ended  February  28, 2005 and $1.0  million for fiscal  2004.  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 have 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.  In addition,  we must
raise  additional  capital  no later  than July 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

         Through fiscal 1998, we designed, manufactured and marketed specialized
components,  analytical  equipment  and  instrumentation  products  for original
equipment manufacturers in the information technology industry. During the later
part  of  fiscal  1998 we  embarked  upon a major  restructuring  program  which
resulted in the sale of  substantially  all of our  operating  businesses  which
accounted for substantially all of our revenue:

         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.,   IRISO
               Electronics Company, Ltd.; and Shocking Technologies, Inc.

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

         Due to the absence of  increased  royalty  revenue from the sale of our
SurgX technology through our licensees,  our revenues have been sharply reduced.
The  licensees of our SurgX  technology,  to date,  have not been  successful in
shipping products  incorporating  our SurgX technology in volumes  sufficient to
produce  royalty  payments to us in amounts that would cover our operating costs


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<PAGE>

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 three licensees, Cooper Bussmann, or Cooper Electronics
Technologies,   IRISO  Electronics   Company,   Ltd.,  or  IRISO,  and  Shocking
Technologies Inc. on a non-exclusive  world-wide basis. Products manufactured by
licensees,  Cooper  Electronics  Technologies  and IRISO are  utilizing  SurgX's
proprietary  technology  which  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.   Shocking   Technologies  does  not  yet  sell  products
incorporating  SurgX  technology  and we do  not  anticipate  receiving  royalty
payments from Shocking Technologies during our next fiscal year. While our SurgX
licensees continue to see increase in demand for SurgX products, royalty revenue
from  their  shipments  of  products  incorporating  our  SurgX  technology  are
insufficient  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.  We are  actively  seeking a purchaser  of our SurgX  business to
generate cash to support our investment in S2 Technologies  (see "Oryx Ventures,
LLC").  Although we have had discussions with several  parties,  there can be no
assurance  that  we will  be  successful  in  consummating  a sale of the  SurgX
business in a timely manner, if at all.


Licensees

Cooper Electronics Technologies

         In fiscal year 1997, we granted 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


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<PAGE>

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.  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 royalty payments of $56,000 and $104,000 from
Cooper  Bussmann for sales of SurgX  products  for the years ended  February 29,
2004 and February 28, 2005, respectively.

         During  fiscal  2000,   Cooper  Bussmann   formed  Cooper   Electronics
Technologies, Inc. to handle research, development,  manufacturing and sales and
marketing  functions  for the printed  circuit  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  offers 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 SurgX liquid manufacturing enhancements and
development activities are now 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
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.
Significant  effort is  currently  expanded  to assure  the  reliability  of the
product  in  light  of  the  new  ROHS,  Restriction  of  Hazardous  Substances,
regulations  (requires  the  elimination  of the leaded  solder)  which have the
effect of significantly  increased solder reflow  temperatures  with potentially


                                       5
<PAGE>

detrimental  effect on the product.  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 2005; however, no firm introduction
date has been finalized.

         Cooper Bussmann has been utilizing 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.  During  2004,  Cooper
Electronics  has  internally  developed a non ceramic  based chip  structure  to
deliver the SurgX polymer  (PolySurg TM ) and has initiated the manufacturing of
the new product line in Cooper Electronics' China manufacturing  plants. This is
in addition to the current  ceramic  based chips from Taiwan.  The 0603 PolySurg
pilot production started in Q4 2004 and the 0402 footprint will be in production
in 2005.

         Historically,  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 less than 18 million  units.  In fiscal 2003,  with
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  had  gained  design  wins  and is  shipping  to large
multinational  customers such as Canon,  Panasonic,  Sanyo,  Toshiba,  Motorola,
Siemens, Fujitsu, Sony, Kyocera, and Kenwood.

         For fiscal 2005, the order rate for SurgX  products  increased and at a
significantly  higher  rate  than the  previous  year's  shipments  with  Cooper
Electronics  Technologies  shipping over 158 million  devices.  This increase is


                                       6
<PAGE>

primarily  the  result  of the  technology  coming  into  wider  use by  circuit
designers for a wider range of applications and meeting  competitive  pricing of
traditional  ESD  protection  components.  Cooper  Electronics  Technologies  is
planning on continued growth for SurgX products for fiscal 2006. 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 price erosion during the past three years
resulting from industry  overcapacity,  a general improvement in price stability
occurred in fiscal 2005, according to Cooper Electronics Technologies.


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 over 26 million
units in fiscal 2004 and approximately 40 million units in fiscal 2005. However,
there can be no  assurance  that IRISO will be able to sustain such sales growth
in the future.

         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
activities on February 1, 2003. All SurgX liquid manufacturing  enhancements and
liquid development activities are now performed by IRISO.

                                       7
<PAGE>

         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. In fiscal 2004, IRISO
made  royalty  payments  totaling  $219,000.  IRISO  also  paid us  $182,000  in
royalties for fiscal 2005.


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  companies  we  were  in  discussions  with.
Consequently,  we  significantly  curtailed our  solicitation of and negotiation
with  potential  new  licensees.  At the beginning of calendar 2004 we initiated
licensing discussions with three additional companies.  Negotiations with two of
these  companies were not  successful,  but in May 2004 we entered into a patent
and technology  license agreement with the remaining company we were negotiating
with.  This company,  Shocking  Technologies,  Inc., paid us $50,000 in February
2005 as an initial  license  fee  pursuant  to a patent and  technology  license
agreement  to  provide  them with an  exclusive  worldwide  two-year  license to
specified   SurgX  patents  and   technologies   for  use  in  connection   with
semiconductor  packaging  materials and a non-exclusive,  worldwide  license for
other  uses,   subject  to  SurgX's   existing  license   agreements.   Shocking
Technologies,  in its sole discretion,  may extend the term of this agreement by
payment  of an  additional  license  fee and  royalties,  as set  forth  in such
agreement.  This  agreement is also subject to  termination at the option of the
licensee company.


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


                                       8
<PAGE>

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
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


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<PAGE>

transient voltage surge diodes,  although these are not true suppressors and are
offered as low cost alternatives to Zeners and silicon avalanche diodes.

         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


                                       10
<PAGE>

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
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 Inc. and 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 have 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


                                       11
<PAGE>

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
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 12 US patents  have been  granted and 1 more is pending and expected to
issue as a US patent in 2005.  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. Ten 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,  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.

         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
held by Oryx.


                                       12
<PAGE>

To date,  Oryx  Ventures  has  invested  in  three  technology  companies:  LOTS
Technology, Inc., Net Conversion and S2 Technologies.

         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,
plus accrued interest of approximately $29,000.

         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   $3,768,200   in  S2
Technologies as follows:



Date of Investment             Type of Security                  Amount Invested
------------------             ----------------                  ---------------
August 2000            Series A preferred stock                   $   500,000
October 2001           Series B preferred stock                     1,105,000
March 2002             Series B preferred stock                       937,500
May 2003               Series B-1 preferred stock                     200,000
September 2003         Series B-1 preferred stock                     125,000
February 2004          Series C preferred stock                       900,000

August 2003            Common stock from warrant exercised                700
                                                                  ------------
                                                                  $ 3,768,200
                                                                  ============


         We  are  also  providing  senior  management  advisory  services  to S2
Technologies  for a cash fee. As of February 28, 2005 our total voting ownership
of S2 Technologies was approximately 38.4 %.

         S2  Technologies  provides  value-added  technology  that addresses 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 Stride 2.0 later in calendar
2004.

         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 initial 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 28, 2005, we had
recognized cumulative losses attributable to our ownership of S2 Technologies of
$3,234,000,  of which  $693,000 was for the fiscal year ended February 28, 2005.
At February 28, 2005, the carrying value of Oryx's investment in S2 Technologies
was zero since losses recorded for S2 Technologies'  losses for this fiscal year
completely  depleted  the  carrying  value of this  investment.  We evaluate the
carrying  value  of our  ownership  interest  in S2  Technologies  for  possible
impairment  on a quarterly  basis.  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 ended  February  28, 2003.  The method to determine
the impairment  loss was based upon our pro rata share of S2  Technologies'  net
realizable  value,  which consisted  primarily of net available cash at February
28,  2003.  For the years ended  February 29, 2004 and February 28, 2005 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 these
periods.


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  an  investment  company  and  subjected  to the
                  requirements of the Investment Company Act of 1940; and

         o        the significant  risk  associated with  investments 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. We have
recorded accumulated losses of $3,646,000  representing our pro rata share of S2
Technologies'  losses  and  impairment  charges.  At  present,  S2  Technologies
revenues are not  sufficient to support its operating  expenses and there can be
no assurances that we will either recoup our investment or receive any return on
our investment in S2 Technologies.

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


                                       14
<PAGE>

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 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  over S2  Technologies,  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,
level of  representation  on the 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%.

         During the fourth  quarter of fiscal 2005, we adopted the provisions of
Financial   Accounting   Standards  Board  Interpretation  No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities,  an interpretation of ARB No. 51."
The  adoption  of FIN 46 did  not  have  an  effect  on the  accounting  for the
investment  in  S2  Technologies  as  we  determined  that  consolidation  of S2
Technologies  was not required since we share in only our prorata  percentage of
the losses or income of S2  Technologies,  our voting power is  proportionate to
our ownership  interest,  S2 Technologies has sufficient funding to permit it to
finance its current  activities  and  provisions  in S2  Technologies  financing
arrangements allow for additional equity investments.

         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
28, 2005,  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 2004
and 2005. The total amount spent by us on research and development activities in
fiscal  years 2004 and 2005 was  $45,000  and  $36,000,  respectively.  In early
fiscal 2003, we reinitiated limited SurgX research and development activities to
support  licensees in improving  electrical  performance  of SurgX  products but
terminated  all SurgX  development  activities  in February  2003 due to lack of
funds.

         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, 2005,  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 28, 2005,  we had an  accumulated  deficit of  approximately  $28
million.  We incurred net losses of approximately  $1.2 and $1.0 million for the
fiscal years ended  February 28, 2005 and  February 29, 2004,  respectively.  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 our  consolidated  financial  statements  at
February 28, 2005 includes an  explanatory  paragraph  indicating  that there is
substantial doubt about our ability to continue as a going concern.

                                       17
<PAGE>


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

         During fiscal 1999, we 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
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  except  for
NetConversions, 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 28, 2005,  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 zero.  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  future  royalty
payments will provide us with  sufficient  revenue to support our  operations or
that our licensees will pay us any royalties in the future.

                                       18
<PAGE>

         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 and $104,000 for
fiscal 2005. 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.  In
fiscal  2004 and  2005,  IRISO  made  royalty  payments  totaling  $219,000  and
$182,000, respectively.

         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
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.

         Although our investment  securities currently comprise less than 40% of
our assets, fluctuations in the value of these securities or of our other assets
may cause this limit to be exceeded.  This would 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


                                       19
<PAGE>

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 former Chief Financial Officer terminated his employment
with Oryx and joined S2  Technologies.  Mr. Micciche 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;

         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.  Our success will depend upon our  licensees'  ability to maintain a
competitive  position  with  respect  to  our  proprietary  and  other  enhanced


                                       20
<PAGE>

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.  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

         o        negative   impact  on  our  balance  sheet  and  statement  of
                  operations due to the  accounting  treatment of our investment
                  in S2 Technologies.

         A slowdown 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;

                                       21
<PAGE>

         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.


                                 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


                                       22
<PAGE>

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
lenders,  underwriters or others. For the foreseeable future, we anticipate 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'


                                       23
<PAGE>

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.

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 28, 2005, there were outstanding convertible  securities,  warrants and
options for the conversion and purchase of up to approximately 553,351 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 11, 2005. We intend to initiate discussions with
our landlord to extend the term of this lease prior to its  expiration on August
10, 2005.  However, we can give no assurances that the landlord's proposed terms
for renewal will be acceptable to us or if the landlord will agree to extend the
lease term at all.  If we are unable to extend the lease term we will seek a new
location for our office

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

                                       24
<PAGE>

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 28, 2005,
no matters were submitted to a vote of security holders.


                                    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
                                        ----             ---
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

2005 Fiscal year
----------------
1st Quarter                           $  7.10          $  3.50
2nd Quarter                           $  6.05          $  3.05
3rd Quarter                           $  4.50          $  2.40
4th Quarter                           $  2.75          $  1.70

         On April 30, 2005 the closing  price for our common stock was $2.00 per
share. As of April 30, 2005 the number of record holders of our common stock was
approximately 99.

         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


                                       25
<PAGE>

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.

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 consolidated 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  that  resulted  in the  sales  of  two  operating
subsidiaries.  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


                                       26
<PAGE>

amounts of assets, liabilities, revenues and expenses, and related disclosure of
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 in net  income  (loss) of  affiliates  line in our  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 our 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 years ended  February 28, 2005 and  February  29,  2004.  In
         assessing the  recoverability  of our equity method  goodwill,  we must
         make  assumptions  regarding  estimated  future  cash  flows  and other


                                       27
<PAGE>

         factors to determine the fair value of the respective  assets. If these
         estimates or their 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 on receipt of payment.

         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 aging 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.

         The above listing is not intended to be a comprehensive  list of all of
our critical 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 28, 2005, revenue decreased $187,000
or 37% from  $510,000  for the year ended  February 29, 2004 to $323,000 for the
year ended February 28, 2005.  The decrease in revenue was primarily  attributed
to a one-time  $200,000  payment in connection with expanding  IRISO's  licensed
territory from Japan to worldwide recorded in fiscal 2004, partially offset by a
small increase in SurgX royalty revenue. The increase in SurgX royalties was due
to an increase in units sold by our licensees, partially offset by extraordinary
charges to cost of sales  taken by our  licensee  Cooper  Electronics  and lower


                                       28
<PAGE>

sales price reported by our licensee  IRISO.  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.

         Cost of revenue increased $3,000 or 5% from $59,000 for the fiscal year
ended  February 29, 2004 to $62,000 for the year ended  February  28, 2005.  The
increase is  attributable  to additional  management  services  provided by Oryx
Ventures to S2 Technologies.

         Our  gross  profit  decreased  $190,000  or 42% from a gross  profit of
$451,000  for the  fiscal  year ended  February  29,  2004 to a gross  profit of
$261,000 for the year ended  February 28, 2005. The decrease in gross profit for
the year ended  February 28, 2005 was  primarily  attributed to the absence of a
one-time fee in the amount of $200,000 received from IRISO for expanding IRISO's
licensed  territory from Japan to worldwide  recorded in fiscal 2004,  partially
offset by a small increase in SurgX royalty revenue.

         General  and  administrative  expenses  decreased  $64,000  or 8%  from
$789,000  for the fiscal year ended  February  29, 2004 to $725,000 for the year
ended February 28, 2005. The decrease in general and administrative  expenses is
attributed  to a decrease  in  corporate  compensation  expenses,  director  and
officers insurance expenses and investor relation expenses,  partially offset by
an increase in  consulting  expenses.  We expect  future  operating  expenses to
remain at the same levels as fiscal 2005.

         Research and development  expenses decreased $9,000 or 20% from $45,000
for the  fiscal  year ended  February  29,  2004 to  $36,000  for the year ended
February  28,  2005.  This  decrease is  primarily  attributed  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 2005 for the foreseeable future, primarily representing expenses
related to patent activities.

         For the fiscal year ended February 28, 2005 we recorded interest income
of $2,000.  This  compares to $3,000 of net interest  income for the fiscal year
ended February 29, 2004. The decrease is mainly  attributable  to lower balances
of cash and cash  equivalents  and lower  interest  rates during fiscal 2005. We
anticipate less interest income in the future since our 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.  Investment  loss from Oryx Ventures  activities were $693,000 for
the fiscal year ended  February  28,  2005,  compared to $554,000 for the fiscal
year ended February 29, 2004. The increase in investment loss during fiscal year
2005 was primarily due to a $129,000  payment  received  during fiscal 2004 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 28, 2005,  the carrying  value of our S2  Technologies  investment  was
zero.


                                       29
<PAGE>

         We  recorded  $7,000 as other  income  during  the  fiscal  year  ended
February 28, 2005, which consists of a reimbursement  received for duty drawback
related to a 1997 transaction. This compares to $20,000 recorded as other income
during the fiscal year ended February 29, 2004 consisting of a concession  given
by IRISO to reduce withholding tax liabilities previously recorded.


         We believe our operating  losses will continue  through fiscal 2006, as
the  anticipated  royalty  revenue from our SurgX and consulting  fees generated
from Oryx Ventures will not be sufficient to cover expected  expenses for fiscal
2006.


Segment Results

         SURGX CORPORATION


                                                    February 28    February 29
         (dollars in thousands)                        2005           2004
         ----------------------------------------------------------------------
         Revenue                                           $286            $475
         Cost of revenue                                      0               0
                                                    -----------    ------------
         Gross profit                                       286             475

         Operating expenses                                  39              45
                                                    -----------    ------------
         Operating income                                  $247            $430
                                                    ===========    ============


         Revenue,  consisting of SurgX royalty from IRISO and Cooper Electronics
Technologies, were $286,000 for the fiscal year ended February 28, 2005 compared
to $475,000 for the fiscal year ended February 29, 2004. The decrease in revenue
was  primarily  attributed  to the  absence  of a one-time  $200,000  payment in
connection  with expanding  IRISO's  licensed  territory from Japan to worldwide
recorded in fiscal 2004.

         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 $6,000 or 13%, from $45,000 for the fiscal
year ended  February  29, 2004 to $39,000 for the year ended  February 28, 2005.
This  decrease is  primarily  attributed  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.

                                       30
<PAGE>

         ORYX VENTURES, LLC


                                                    February 28      February 29
         (dollars in thousands)                         2005            2004
         ----------------------------------------------------------------------
         Revenue                                           $ 37            $ 35
         Cost of revenue                                     62              59
                                                    -----------    ------------
         Gross profit                                       (25)            (24)

         Operating expenses                                   1               2
                                                    -----------    ------------
         Operating loss                                    ($26)           ($26)
                                                    ===========    ============


         Revenue  consists of  management  and  consulting  fees  provided to S2
Technologies, Inc. Revenues recognized for fiscal 2005 increased $2,000 or 6% to
$37,000 for the year ended  February  28,  2005 from  $35,000 for the year ended
February 29, 2004.  We expect Oryx  Ventures  revenue to be at the same level in
fiscal 2006, since we are not actively pursuing new opportunities to charge fees
for management services to other companies through Oryx Ventures.

         Cost  of  revenue  is  directly  related  to  the  allocated   salaries
associated with generating  revenues.  The increase in cost of revenue in fiscal
2005 was due to additional  salaries  allocated to the revenues  during the last
quarter.

         Operating  expenses are primarily related to franchise taxes related to
Oryx Ventures  operations.  We anticipate  the same level of operating  expenses
during fiscal 2006.

         CORPORATE

                                                    February 28    February 29
         (dollars in thousands)                        2005            2004
         ----------------------------------------------------------------------

         Revenue                                          $   0           $   0
         Cost of revenue                                      0               0
                                                    -----------    ------------
         Gross profit                                         0               0

         Operating expenses                                 721             787
                                                    -----------    ------------
         Operating loss                                   ($721)          ($787)
                                                    ===========    ============



         The corporate  business segment did not have any revenue in fiscal 2005
and 2004.

         The decrease in operating expenses from corporate operations of $66,000
or 8% from $787,000 for the fiscal year ended  February 29, 2004 to $721,000 for
the fiscal  year ended  February  28, 2005  relates to a decrease  in  corporate
compensation  expenses,  director and officers  insurance  expenses and investor
relation expenses,  partially offset by an increase in consulting  expenses.  We
expect the operating expenses to stay at the same level in near future periods.

                                       31
<PAGE>

         Liquidity and Capital Resources

         Our working  capital  decreased  $422,000,  or 129%,  from a surplus of
$327,000 at February  29,  2004,  to a deficit of $95,000 at February  28, 2005,
primarily attributed to a net loss from operations during fiscal 2005. Our ratio
of current  assets to current  liabilities  was 0.7:1 at  February  28, 2005 and
2.2:1 at February 29, 2004.

         Net cash used in  operations  was  $341,000  and $246,000 for the years
ended February 28, 2005 and February 29, 2004, respectively.  This represents an
increase  of $95,000 or 39%.  Cash used in  operations  consisted  primarily  of
operating  losses  adjusted for non-cash  related items,  which includes loss on
investments and depreciation.

         Net cash used in  investing  activities  was zero for the  fiscal  year
ended  February 28, 2005  compared to net cash used in investing  activities  of
$1,096,000  for fiscal 2004.  The net cash used in investing  activities for the
fiscal year ended February 29, 2004  consisted  primarily of investments by Oryx
Ventures of $1,225,000 in S2 Technologies'  Preferred Stock, partially offset by
$129,000  payment  received from  NetConversion as repayment in full of a bridge
loan that we  provided  in June  2000.  We do not  expect  to have any  material
capital expenditures for the year ended February 28, 2006.

         Net cash provided by financing  activities was zero for the fiscal year
ended  February 28,  2005.  This  compares to  $1,525,000  net cash  provided by
financing  activities  for the fiscal year ended  February  29,  2004.  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  have  sufficient  capital  to meet our  anticipated  working
capital  requirements  through  fiscal year 2006.  We have to obtain  additional
funding by raising  additional  equity or taking  other  steps on or before July
2005 in order to have sufficient cash to continue our business operations.

         We  are  actively  exploring  financing  opportunities  and  seeking  a
purchaser  of our SurgX  business  to  generate  cash to  support  our  business
operations  and  our  investment  in  S2  Technologies.  Although  we  have  had
discussions  with several  parties,  there can be no  assurance  that we will be
successful in  consummating a sale of the SurgX business in a timely manner,  if
at all.  Further,  there  can be no  assurance  that we  will be  successful  in
securing  additional  funding from other  sources in a timely manner 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. As a result of these circumstances,  our
independent  registered  public  accounting  firm's  report on our  consolidated


                                       32
<PAGE>

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 Financial  Accounting  Standards  Board  ("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 ending after December 15,
2004. The adoption of FIN 46 did not have a significant  impact on the Company's
consolidated financial statements.

         In December  2004,  the FASB issued  Statement of Financial  Accounting
Standards No. 123 (revised 2004) ("SFAS123R"), Share-Based Payment, an amendment
of FASB  Statements No. 123 and 95. SFAS 123R  eliminates the ability to account
for  share-based  compensation  transaction  using APB 25 and would require that
such  transactions  be  accounted  for  using  a  fair-value-based   method  and
recognized  as expenses in statement of  operations.  SFAS 123R  requires that a
modified  version of prospective  application  be used,  which requires that the
fair value of new awards  granted  after the effective  date of SFAS 123R,  plus
unvested awards at the date of adoption, be expensed over the applicable vesting
period.  The  provisions  of SFAS 123R will be  effective  for interim or annual
reporting  periods  beginning after December 15, 2005 for companies that file as
small  business  issuers.  While the Company  currently  discloses the pro-forma
effects of its stock-based  awards (see Note 2), it is currently  evaluating the
impact the implementation guidance and revisions included in SFAS 123R will have
on its consolidated financial statements.

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.

     (a) Evaluation of disclosure controls and procedures.

         As of the end of the  period  covered  by this  Annual  Report  on Form
10-KSB, we evaluated under the supervision of our Chief Executive  Officer,  who
is also  our  Chief  Financial  Officer,  the  effectiveness  of our  disclosure


                                       33
<PAGE>

controls and procedures,  as defined in Securities  Exchange Act Rules 13a-15(e)
or 15d-15(e) . 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 the time periods specified
in Securities and Exchange Commission rules and forms.

     (b) Changes in internal control over financial reporting.

         During the period  covered by this Annual Report on Form 10-KSB,  there
were no changes in our  internal  control  over  financial  reporting  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 28, 2005 are as follows:

Name                          Position                                       Age
----                          --------                                       ---
Philip J. Micciche            President, CEO and Director                    71
Andrew Intrater               Secretary, Treasurer and Director              43
Dr. John H. Abeles            Director                                       60
Jay M. Haft                   Director                                       69


         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


                                       34
<PAGE>

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
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.  He has  been a Senior  Partner  of
Columbus Nova private investment group for more than 8 years. 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 28, 2005, there were 12 meetings
of the board of  directors.  Each board member  attended 92% 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,  who attended
83% of such meetings.

                                       35
<PAGE>

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 28, 2005.

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 Jay M.  Haft and John  Abeles.  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
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 28, 2005.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         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 28, 2005, 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 28, 2005.

                                       36
<PAGE>

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 28, 2005, February 29, 2004 and February
28, 2002.

<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,                2005          $  120,000          $     --            $  7,522(1)          $   --
President & Chief               2004          $  120,000          $     --            $  7,862(1)          $   --
Executive Officer               2003          $  186,670          $     --            $  7,515(1)          $   --


Mitchel Underseth               2005          $     --            $     --            $   --               $ 36,000(3)
Chief Financial                 2004          $     --            $     --            $   --               $ 36,000(3)
Officer                         2003          $  154,808          $     --            $   --               $ 22,900(2)

<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  28,  2005.  We did not grant any
options to officers for the fiscal year ended February 28, 2005.

                                       37
<PAGE>
<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>          <C>
Philip Micciche                     --                   --               88,003 / 0            0/0
Andrew Intrater                     --                   --               44,190/  0            0/0
---------------------------- ------------------- ----------------------- ---------------------- ------------------------
<FN>
         (1) Calculated  on the basis of the closing price of $2.20 per share on  February 28, 2005 minus the
             exercise price.
</FN>
</TABLE>


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

         We entered  into an  employment  agreement  dated as of April 2002,  as
amended  February 28,  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, 2004.  On March 1, 2005,  this
agreement was further amended to extend the  termination  date to June 30, 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.  This deferral  period ended December 31, 2004. The total amount of salary
deferred,  $160,000,  is  payable  only if and when Oryx is  profitable  for two
consecutive quarters on or prior to December 30, 2007.

         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.

                                       38
<PAGE>

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.

         There are issued and  outstanding  options to purchase an  aggregate of
218,251 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, 2005.




                                      Number                    Weighted Average
Name                                  of Shares                 Exercise Price
--------------------------------      ----------------------    ----------------
Philip Micciche                       88,003                    $        14.491
Andrew Intrater                       44,002                    $        14.990

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


                                       39
<PAGE>

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
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.

                                       40
<PAGE>

         On October 22, 2001, all directors,  excluding  directors and officers,
who were employees,  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, 2005, 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 our common stock as of April 30, 2005

         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,  2005,  there  were  issued and  outstanding  2,821,335
shares of our common stock.


                                       41
<PAGE>
<TABLE>
<CAPTION>
                                                   Number of
                                                    Shares of
    Name and Address of Beneficial Owner           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                                      70,686   (2)             2.5%
47341 Bayside Parkway
Fremont, CA  94538

Dr. John Abeles                                     110,933   (3)             3.9%
2365 Northwest 41st Street
Boca Raton, FL 33431

Jay M. Haft                                          20,265   (4)              *
1001 Brickell Bay Drive, 9th Floor
Miami, Florida  33131


VMR High Octane Fund                                150,306   (5)             5.3%
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

W. James Tozer, Jr.                                 546,120   (8)            18.8%
1112 Park Avenue
New York, NY 10128

All officers and directors                           289,887  (9)             9.6%
as a group (4 persons)


                                       42

<PAGE>
<FN>
         *        Represents less than 1% of the outstanding shares

         (1)      Represents  shares subject to stock options  exercisable as of
April 30, 2005 or within 60 days thereafter.

         (2)      Includes  26,684 shares of common stock held by Mr.  Intrater.
Also includes 44,002 shares subject to stock options exercisable as of April 30,
2005 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
18,000  shares  subject to stock  options  exercisable  as of April 30,  2005 or
within 60 days thereafter.

         (4)      Includes 18,000 shares subject to stock options exercisable as
of April 30, 2005 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.

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

         (8)      Includes  394,870  shares of common  stock and  76,250  shares
of common stock  issuable upon exercise of certain  private  placement  warrants
held by Mr.  Tozer.  Includes  60,000  shares of Common  Stock and a warrant  to
purchase  15,000  shares of common  stock held by The  Virginia S. Tozer  Family
Trust,  for which Mr. Tozer is the trustee.  Mr. Tozer  disclaims  any pecuniary
interest in the shares held by the trust.

         (9)      Includes an aggregate of 187,261 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 28, 2005:


                                       43
<PAGE>
<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               218,251                 $ 15.18                   17,500
security holders

Equity compensation plans not approved by            50,000                 $  4.89                        --
security holders (1)

Total:                                              268,251                 $ 13.27                   17,500

<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 28, 2005,
these warrants have not been exercised and will expire in July 2006.
</FN>
</TABLE>


Item 12.          Certain Relationships and Related Transactions.

         Through Oryx  Ventures,  we invested a total of $3,767,500 in preferred
stock of S2 Technologies  from July 2000 through  February 2005. 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  28,  2005.  We have  recorded  $37,000 of
revenue during fiscal 2005 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

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

                                       44
<PAGE>

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)
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)


                                       45
<PAGE>

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)
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)


                                       46
<PAGE>

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)
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)


                                       47
<PAGE>

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)
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 (29)
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 (29)
10.79             Amendment to Employment  Agreement  dated February 29, 2004 by
                  and between the Registrant and Philip J. Micciche (29)
10.80             Patent and  Technology  License  Agreement  dated as of May 5,
                  2004 by and between Oryx Technology  Corp.,  SurgX Corporation
                  and Shocking Technologies, Inc. (30)


                                       48
<PAGE>

10.81             Amendment  No. 1 to Patent and  Technology  License  Agreement
                  dated as of May 5, 2004 by and between Oryx Technology  Corp.,
                  SurgX Corporation and Shocking Technologies, Inc. (30) +
14.1              Code of Personal and Business Conduct and Ethics*
21                Subsidiaries of the Registrant (5)
23.1              Consent of  Burr, Pilger & Mayer LLP,  Independent  Registered
                  Public Accounting Firm*
23.2              Consent of PricewaterhouseCoopers LLP*
31.1              Rule 13a-14(a)/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.

(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.

                                       49
<PAGE>

(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.

(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.

                                       50
<PAGE>

(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.

(29)     Previously  filed as an exhibit to the  Registrant's  Annual  Report on
         Form 10-KSB for the fiscal year ended February 29, 2004.

(30)     Previously  filed as an exhibit to the  Registrant's  Current Report on
         Form 8-K filed with the Commission on February 7, 2005.

Item 14.      Principal Accountant Fees and Services

(1) Audit Fees.  The  aggregate  fees billed or to be billed to us for the years
ended February 28, 2005 and February 29, 2004 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-KSB were  $91,000 and
$91,000, respectively.

(2)  Audit-Related  Fees.  There were no fees  billed to us for the years  ended
February 28, 2005 and February 29, 2004 for  assurance  and related  services by
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.  There were no fees billed to us for the years ended  February 28,
2005 and February 29, 2004 for professional  services  rendered by our principal
accountant for tax compliance, tax advice, and tax planning.

(4) All Other  Fees.  There were no other fees  billed to us for the years ended
February 28, 2005 and  February  29, 2004 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  28,  2005 were
attributed to work performed by our principal  accountant's full time, permanent
employees.

                                       51
<PAGE>

                                   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 27th day of May 2005.

                                       ORYX TECHNOLOGY CORP.


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

         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.

<TABLE>
<CAPTION>
Signature                                Title                                                    Date
---------                                -----                                                    ----
<S>                                      <C>                                                      <C>
/s/ Philip J. Micciche                   President, Chief Executive Officer,                      May 27, 2005
----------------------                   Chief Financial Officer and Director (Principal
Philip J. Micciche                       Executive Officer, Principal Financial Officer
                                         and Principal Accounting Officer)


/s/ Andrew Intrater                      Secretary, Treasurer                                     May 27, 2005
-------------------                      and Director
Andrew Intrater


/s/ John H. Abeles                       Director                                                 May 27, 2005
------------------
John H. Abeles


/s/ Jay M. Haft                          Director                                                 May 27, 2005
---------------
Jay M. Haft

</TABLE>

                                       52
<PAGE>
<TABLE>
Oryx Technology Corp.
Index to Consolidated Financial Statements
February 28, 2005 and February 29, 2004
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                        <C>
Reports of Independent Registered Public Accounting Firms..................................................F-2, F-3

Consolidated Balance Sheets at February 28, 2005
      and February 29, 2004................................................................................     F-4

Consolidated Statements of Operations for the
      years ended February 28, 2005 and February 29, 2004 .................................................     F-5

Consolidated Statement of Stockholders' Equity (Deficit) for the
      years ended February 28, 2005 and February 29, 2004..................................................     F-6

Consolidated Statements of Cash Flows for the
      years ended February 28, 2005 and February 29, 2004..................................................     F-7

Notes to Consolidated Financial Statements.................................................................     F-8

</TABLE>

                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors and
Stockholders of Oryx Technology Corporation

We have audited the accompanying  consolidated  balance sheet of Oryx Technology
Corporation as of February 28, 2005,  and the related  statements of operations,
sotckholders'  equity  (deficit)  and cash flows for the year then ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted  our audit 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.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Oryx  Technology
Corporation  as of February 28, 2005,  and the results of its operations and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Burr, Pilger & Mayer LLP

Palo Alto, CA
April 22, 2005


                                      F-2
<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  sheet 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 the results of
their  operations  and their cash flows for the year 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 audit. We conducted our audit 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
audit provides 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-3
<PAGE>
<TABLE>
Oryx Technology Corp.
Consolidated Balance Sheets
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
              Assets                                                                             February 28,          February 29,
                                                                                                     2005                  2004
                                                                                                 ------------          ------------
<S>                                                                                              <C>                   <C>
Current assets:
  Cash and cash equivalents                                                                      $    223,000          $    564,000
  Accounts receivable, net of allowance for doubtful
    accounts of $0 and $34,000                                                                           --                    --
  Receivable from affiliate                                                                             5,000                 5,000
  Other current assets                                                                                 31,000                37,000
                                                                                                 ------------          ------------
    Total current assets                                                                              259,000               606,000

Property and equipment, net                                                                              --                   3,000
Investments                                                                                              --                 717,000
                                                                                                 ------------          ------------
                                                                                                 $    259,000          $  1,326,000
                                                                                                 ============          ============

              Liabilities, Mandatorily Redeemable Convertible
                  Preferred Stock and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable                                                                               $     21,000          $     15,000
  Accrued liabilities                                                                                 333,000               264,000
                                                                                                 ------------          ------------
    Total current liabilities                                                                         354,000               279,000

Long-term deferred revenue                                                                             50,000                  --
                                                                                                 ------------          ------------
    Total liabilities                                                                                 404,000               279,000
                                                                                                 ------------          ------------

Commitments and contingencies (Note 9)

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

Stockholders' equity (deficit):
  Common stock, $0.001 par value; 25,000,000 shares
    authorized; 2,821,335  issued and oustanding                                                        3,000                 3,000
  Additional paid-in capital                                                                       27,806,000            27,806,000
  Accumulated deficit                                                                             (27,972,000)          (26,780,000)
                                                                                                 ------------          ------------
      Total stockholders' equity (deficit)                                                           (163,000)            1,029,000
                                                                                                 ------------          ------------
                                                                                                 $    259,000          $  1,326,000
                                                                                                 ============          ============
<FN>
                       The accompanying notes are an integral part of these consolidated financial statements.

                                                                 F-4
</FN>
</TABLE>
<PAGE>

Oryx Technology Corp.
Consolidated Statements of Operations
--------------------------------------------------------------------------------

                                                     Year Ended     Year Ended
                                                     February 28,   February 29,
                                                        2005           2004
                                                     -----------    -----------

Revenue:
   Royalty                                           $   286,000    $   475,000
   Services to affiliates                                 37,000         35,000
                                                     -----------    -----------
                                                         323,000        510,000
                                                     -----------    -----------

Cost of revenue:
   Services to affiliates                                 62,000         59,000
                                                     -----------    -----------
                                                          62,000         59,000
                                                     -----------    -----------

    Gross profit                                         261,000        451,000
                                                     -----------    -----------

Operating expenses:
   General and administrative                            725,000        789,000
   Research and development                               36,000         45,000
                                                     -----------    -----------
    Total operating expenses                             761,000        834,000
                                                     -----------    -----------


Loss from operations                                    (500,000)      (383,000)

Interest income                                            2,000          3,000
Equity in net loss of affiliates                        (693,000)      (554,000)
Other income                                               7,000         20,000
                                                     -----------    -----------

Loss before income tax                                (1,184,000)      (914,000)
Income tax expense                                        (8,000)       (95,000)
                                                     -----------    -----------
    Net loss                                         $(1,192,000)   $(1,009,000)
                                                     ===========    ===========

Basic and diluted net loss per share                 $     (0.42)   $     (0.45)
                                                     ===========    ===========

Weighted average common shares used
  to compute basic and diluted net loss per share      2,821,335      2,232,988
                                                     ===========    ===========


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


                                      F-5
<PAGE>

<TABLE>
Oryx Technology Corp.
Consolidated Statements of Stockholder's Equity (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                      Common Stock                Additional
                                             -------------------------------        Paid-In         Accumulated
                                                Shares            Amount            Capital           Deficit             Total
                                             -------------      ------------      ------------      ------------       ------------
<S>                                          <C>                <C>               <C>               <C>                <C>
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


Net loss                                              --                --                --          (1,192,000)        (1,192,000)
                                             -------------      ------------      ------------      ------------       ------------
Balance at February 28, 2005                     2,821,335      $      3,000      $ 27,806,000      $(27,972,000)      $   (163,000)
                                             =============      ============      ============      ============       =============


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

                                                                 F-6
</FN>
</TABLE>
<PAGE>
<TABLE>
Oryx Technology Corp.
Consolidated Statements of Cash Flows
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                    Year Ended           Year Ended
                                                                                                   February 28,         February 29,
                                                                                                       2005                2004
                                                                                                    -----------         -----------
<S>                                                                                                 <C>                 <C>
Cash flows from operating activities:
  Net loss                                                                                          $(1,192,000)        $(1,009,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Equity in net loss of affiliates                                                                    717,000             554,000
    Depreciation                                                                                          3,000               5,000
      Changes in assets and liabilities
        Accounts receivable                                                                                --                25,000
        Other current assets                                                                              6,000              29,000
        Accounts payable                                                                                  6,000               3,000
        Accrued liabilities                                                                              69,000             147,000
        Deferred revenue                                                                                 50,000                --
                                                                                                    -----------         -----------
            Net cash used in operations                                                                (341,000)           (246,000)
                                                                                                    -----------         -----------

Cash flows from investing activities:
  Collection of previously written off note receivable                                                     --               129,000
  Purchase of investments                                                                                  --            (1,225,000)
                                                                                                    -----------         -----------
            Net cash used in investing activities                                                          --            (1,096,000)
                                                                                                    -----------         -----------

Cash flows from financing activities:
  Proceeds from sale of common stock and warrants                                                          --             1,525,000
                                                                                                    -----------         -----------
            Net cash provided by financing activities                                                      --             1,525,000
                                                                                                    -----------         -----------
Net increase (decrease) in cash and cash equivalents                                                   (341,000)            183,000
Cash and cash equivalents at beginning of year                                                          564,000             381,000
                                                                                                    -----------         -----------
Cash and cash equivalents at end of year                                                            $   223,000         $   564,000
                                                                                                    ===========         ===========

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

                                                                 F-7
</FN>
</TABLE>
<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 28, 2005,  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 28,  2005,  the Company has incurred
substantial  losses and negative cash flows from  operations and, as of February
28, 2005, the Company had an accumulated  deficit of  $27,972,000.  For the year
ended February 28, 2005, the Company  recorded a net loss of $1,192,000 and cash
outflows  from  operating   activities  of  $341,000.   These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.

         The Company does not have  sufficient  capital to meet its  anticipated
working capital  requirements  through fiscal year 2006. The Company must obtain
additional  funding either by raising  additional  equity or taking other steps,
including  the sale of  assets,  before  July  2005 in order to have  sufficient
liquidity  to  continue  operations.   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.  If the Company is unable to meet these  financial  needs,
then it may have to reorganize under  applicable  bankruptcy or insolvency laws.
In such instance,  its ability to remain a reporting entity under the Securities
Exchange Act of 1934 or to trade as a public entity would be adversely  affected
or even suspended.  In such circumstances,  the Company's ability to raise funds
on acceptable terms, if at all, could be adversely  affected;  in addition,  the
Company's  inability  to continue as an ongoing  operation  would  result in its
having to use its assets first to satisfy creditors before being able to pay any
distributions to its stockholders out of its remaining  assets.  Creditors would
include any persons  assisting the Company in any  reorganization  or insolvency
proceedings, the expenses of which might be a substantial drain on any remaining
assets available to 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.


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

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 28, 2005 is referred to herein as fiscal 2005.

     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.

     Use of estimates
         The preparation of financials  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  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  materially
from these estimates.

     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:

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


                                                 Year Ended          Year Ended
                                                 February 28,       February 29,
                                                    2005                2004
                                                 ------------       ------------
         Iriso Electronics, Co. LTD                  56%                82%
         Cooper Electronics Technology               32%                11%
         S2 Technologies, Inc                        12%                 7%



         At February 28, 2005 and February 29, 2004, 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
lives of the assets.  The Company  periodically  reviews the  carrying  value of
property and equipment for  impairment  based upon  estimated  cash flows.  Upon
retirement or sale, the cost and related  accumulated  depreciation  are removed
from the accounts and any related gain or loss is reflected in the  statement of
operations. Repairs and maintenance are expensed as incurred.

     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  upon
receipt of cash.

     Accounts receivable / Allowance for doubtful accounts
         Accounts  receivable are stated at net realizable value.  Uncollectible
receivable  are  recorded as bad debt  expense  when all efforts to collect them
have been  exhausted  and  recoveries  are  recognized  when they are  received.


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

Historically,  the bad debts have been  insignificant  and the allowance for bad
debt approximates the average bad debt expense.

         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.  During
fiscal 2005, the Company wrote off $34,000 of fully reserved accounts receivable
and no additional allowance was recognized.

     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.

     Research and development
         Research and development costs are charged to operations as incurred.

     Advertising costs
         Advertising costs are expensed as incurred.  Advertising  expenses were
not significant for the periods ended February 28, 2005 and February 29, 2004.

     Net loss per share
         Basic and  diluted net loss per share for the  periods  presented  have
been  computed by dividing the net loss 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  28,  2005 which  could be  dilutive in future  periods
include  common  stock  options  to  purchase  218,251  shares of common  stock,
warrants to purchase  334,225 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  29, 2004
include  common  stock  options  to  purchase  219,151  shares of common  stock,
warrants  to purchase  404,679  shares of common  stock,  750 shares of Series A
preferred stock which may be converted into 875 shares of common stock.

     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 and
comprehensive loss for all periods presented.

     Stock-based compensation
         The Company accounts for stock-based  employee  compensation  using the
intrinsic  value  method  under  Accounting  Principles  Board  Opinion  No. 25,
"Accounting   for  Stock   Issued  to   Employees"   ("APB  25"),   and  related


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

interpretations  and complies  with the  disclosure  provisions  of Statement of
Financial  Accounting  Standards  ("SFAS") No. 148,  "Accounting for Stock-Based
Compensation,  Transition  and  Disclosure - an Amendment of FASB  Statement No.
123." The following  table  illustrates  the effect on net loss and net loss per
share if the Company had applied the fair market recognition  provisions of SFAS
No. 123,  "Accounting for  Stock-Based  Compensation,"  to stock-based  employee
compensation.

                                                        Fiscal year ended
                                                    ----------------------------
                                                    February 28,    February 29,
                                                        2005           2004
                                                    ------------    -----------

Net loss reported                                   $ (1,192,000)   $(1,009,000)

Stock-based employee compensation expense
  determined under fair value for all awards             (18,000)       (80,000)
                                                    ------------    -----------
Pro forma net loss                                  $ (1,210,000)   $(1,089,000)
                                                    ============    ===========

Reported net loss per share                         $      (0.42)   $     (0.45)
                                                    ============    ===========
Pro forma net loss per share                        $      (0.43)   $     (0.49)
                                                    ============    ===========




         The Company did not grant any options during fiscal 2005 and 2004.

      Recent accounting pronouncements

         In January 2003,  the Financial  Accounting  Standards  Board  ("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 ending after December 15,
2004. The adoption of FIN 46 did not have a significant  impact on the Company's
consolidated financial statements.

         In December  2004,  the FASB issued  Statement of Financial  Accounting
Standards No. 123(revised 2004) ("SFAS123R"),  Share-Based Payment, an amendment
of FASB  Statements No. 123 and 95. SFAS 123R  eliminates the ability to account
for  share-based  compensation  transaction  using APB 25 and would require that
such  transactions  be  accounted  for  using  a  fair-value-based   method  and
recognized  as expenses in statement of  operations.  SFAS 123R  requires that a
modified  version of prospective  application  be used,  which requires that the
fair value of new awards  granted  after the effective  date of SFAS 123R,  plus
unvested awards at the date of adoption, be expensed over the applicable vesting
period.  The  provisions  of SFAS 123R will be  effective  for interim or annual
reporting  periods  beginning after December 15, 2005 for companies that file as


                                      F-12
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

small  business  issuers.  While the Company  currently  discloses the pro-forma
effects of its stock-based  awards (see Note 2), it is currently  evaluating the
impact the implementation guidance and revisions included in SFAS 123R will have
on its consolidated financial statements.


3.       Details of Balance Sheet Components

                                               February 28,       February 29,
                                                  2005               2004
                                                ---------          ---------

         Other current assets:
           Prepaid expenses                     $  29,000          $  35,000
           Security deposit on facility             1,000              1,000
           Other                                    1,000              1,000
                                                ---------          ---------
                                                $  31,000          $  37,000
                                                =========          =========

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

         Accrued liabilities:
           Compensation                         $ 221,000          $ 142,000
           Professional fees                       94,000             80,000
           Other                                   18,000             42,000
                                                ---------          ---------
                                                $ 333,000          $ 264,000
                                                =========          =========

4.       Investments

         The  applicable  accounting  method  the  Company  uses to  record  its
investment in S2  Technologies,  Inc. ("S2  Technologies")  is determined by the
Company's  voting  interest in S2  Technologies  and the level of influence  the
Company exercises over such company. In general, the Company will use the equity
method when its  ownership  exceeds 20% but is not greater than 50% and will use
the cost method when the  Company's  ownership  is less than 20% and the Company
does not exercise significant influence or effective control. Whether or not the
Company exercises significant influence over S2 Technologies, which at this time
the Company does not, depends on an evaluation of several factors  including the
Company's  management  capacity and decision  making  authority  relative to the
management  services the Company provides,  level of representation on the board
of directors and level of voting  rights  associated  with its equity  holdings.
Since the Company's initial investment in S2 Technologies,  the Company has used
the equity method to record its ownership  interest in S2  Technologies  because
its ownership level exceeds 20% but has not been greater than 50%.

                                      F-13
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         During the fourth  quarter of fiscal  2005,  the  Company  adopted  the
provisions  of FIN 46.  The  adoption  of FIN 46 did not have an  effect  on the
accounting for the investment in S2 Technologies as the Company  determined that
consolidation  of S2  Technologies  was not required since the Company shares in
only their prorate  percentage of the losses or income of S2  Technologies,  the
Company's  voting  power  is  proportionate  to  their  ownership  interest,  S2
Technologies  has  sufficient  funding  to  permit  it to  finance  its  current
activities and provisions in S2 Technologies  financing  arrangements  allow for
additional equity investments.

         At  February  29,  2004,  the  Company  had a  voting  ownership  in S2
Technologies of approximately 40%. As a result of S2 Technologies not reaching a
milestone as of March 31, 2004, the conversion price of S2 Technologies'  Series
C preferred  stock was reduced to 50% of the original price. As a result of this
adjustment,  the Company's voting ownership in S2 Technologies was approximately
38.4%, on an as-converted-to-common stock basis as of February 28, 2005.

         The Company is also providing senior management advisory services to S2
Technologies  in exchange  for a cash fee.  The Company  recognized  $37,000 and
$35,000 in management  service fees from S2 Technologies  for each of the fiscal
years ended February 28, 2005 and February 29, 2004.

         The Company has recognized  losses  attributable to its ownership of S2
Technologies  of  $3,237,000  as of  February  28,  2005 of which  $693,000  and
$554,000 are  included in net loss for the fiscal years ended  February 28, 2005
and February 29, 2004, respectively. At February 28, 2005, the carrying value of
the  Company's  investment  in S2  Technologies  was  zero  as the  Company  has
recognized losses to the extent of their investment in S2 Technologies.

         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.  During his tenure as Chief  Financial
Officer and a director of the Company,  Mitchel Underseth did not participate in
the  Company's  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
has been  paid  $72,000  since  December  1, 2002  through  February  28,  2005,
including $36,000 for the fiscal year ended February 28, 2005.

         Summarized financial information for S2 Technologies is as follows:


                                      F-14
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                            February 28,   February 29,
                                                2005           2004
                                            -----------    -----------

         Current assets                     $   970,000    $ 3,021,000
         Non-current assets                     122,000         33,000
         Current liabilities                    625,000        440,000
         Redeemable preferred stock           8,022,000      7,932,000
         Stockholders' deficit               (7,555,000)    (5,318,000)


                                                 Fiscal Year Ended
                                            ---------------------------
                                            February 28,   February 29,
                                                2005           2004
                                            -----------    -----------
         Net sales                          $   475,000    $   185,000
         Loss from continuing operations     (2,164,000)    (1,680,000)
         Net loss                            (2,144,000)    (1,674,000)


         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.

5.       Stockholders' Equity (Deficit)

            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 28, 2005 and  February  29,  2004.  The holders of Series A
Stock are  entitled  to  receive a  cumulative  dividend  of $0.50 per share per


                                      F-15
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

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
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 200,251 options were  outstanding with an average exercise price of $14.94
per share as of February 28, 2005.

                                      F-16
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         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 the 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 28, 2005.  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 28, 2005.

         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 28, 2005,  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:

                                                        Options Outstanding
                                                     ---------------------------
                                                                    Weighted-
                                       Available                     Average
                                          For        Number of    Exercise Price
                                         Grant        Options       Per Share
                                         -----        -------       ---------
Balance at February 28, 2003             91,289       247,839       $   14.75

1993 Plan available options
   termination                          (76,789)         --         $     --
Options canceled and expired              3,000       (28,688)      $   11.89
                                        -------       -------
Balance at February 29, 2004             17,500       219,151       $   15.17

Options canceled and expired                --           (900)      $   10.70
                                        -------       -------
Balance at February 28, 2005             17,500       218,251       $   15.18
                                        =======       =======



                                      F-17
<PAGE>

Oryx Technology Corp.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------


         The following table summarizes information about employee stock options
at February 28, 2005:

<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
-----------------------  ----------------   ----------------   ---------------------    ----------------  ---------------------
<C>                               <C>             <C>                <C>                         <C>                    <C>
$3.95 - 3.95                      18,000          6.6                $ 3.95                      18,000                 $ 3.95
$6.88 - 6.88                       1,375          3.7                  6.88                       1,375                   6.88
$11.30 - 15.81                   113,674          2.7                 14.02                     113,674                  14.02
$17.90 - 23.13                    85,202          2.0                 19.25                      85,202                  19.25
                         ----------------                                               ----------------
   Total                         218,251          2.7                $15.18                     218,251                 $15.18
                         ================                                               ================

</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 as  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 28,  2005,  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 2005 and 2004. At February
28, 2005 and February 29, 2004 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  28,  2005,  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.

     Warrants
         The following  warrants at February 28, 2005,  and the number of shares
of  the  Company's  common  stock  which  may be  purchased  at  exercise,  were
outstanding and exercisable at February 28, 2005:

     Original      Issuable          Warrant           Warrant        Warrant
     Warrants       Common        Commencement        Expiration      Exercise
   Outstanding      Shares            Date               Date          Price
   -----------      ------            ----               ----          -----
      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
     -------       -------
     334,225       334,225
     =======       =======

8.       Income Taxes

         Deferred income taxes reflect the tax effects of temporary  differences
between carrying  amounts of assets and liabilities for financial  reporting and


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

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 28, 2005.

         The tax effects of temporary  differences and  carryforwards  that give
rise to significant  portions of deferred tax assets and liabilities at February
28, 2005 and February 29, 2004 are as follows:

                                                     February 28,   February 29,
                                                         2005           2004
                                                     -----------    -----------
         Net operating loss carryforwards            $ 7,745,000    $ 7,586,000
         R&D credit carryforwards                        345,000        345,000
         Other                                         1,592,000      1,277,000
                                                     -----------    -----------
              Net deferred tax assets                  9,682,000      9,208,000
         Valuation allowance                          (9,682,000)    (9,208,000)
                                                     -----------    -----------
              Net deferred tax assets                $      --      $       --
                                                     ===========    ===========

         In fiscal  2005 and 2004,  the  Company  recorded  $8,000 and  $95,000,
respectively  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 28,          February 29,
                                                  2005                 2004
                                               ---------            ---------
         Statutory U.S. federal tax            $(403,000)           $(311,000)
         Valuation allowance and other           411,000              406,000
                                               ---------            ---------
               Effective tax                   $   8,000            $  95,000
                                               =========            =========

         At February 28, 2005,  the Company had federal net  operating  loss and
research and development credit  carryforwards of approximately  $22,062,000 and
$160,000,  respectively.  The benefit derived from losses  attributable to stock
options  will be  recorded  directly  to  stockholders'  equity  (deficit)  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 2005  through  2025,  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%


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

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 2005.  Future  minimum lease  obligations  of $5,000 are
payable in the year ending February 28, 2006.

         Rental  expense for the year ended  February  28, 2005 and February 29,
2004 was $16,000.

         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 28, 2005, the Company had not
recorded any liabilities associated with these guarantees.

10.      Related Parties

         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  2005.  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%.  As a result of S2  Technologies  not
reaching  a  milestone  as  of  March  31,  2004,  the  conversion  price  of S2
Technologies' Series C preferred stock was reduced to 50% of the original price.
As  a  result  of  this  adjustment,   the  Company's  voting  ownership  in  S2
Technologies was approximately 38.4%, on an  as-converted-to-Common  Stock basis
as of February 28, 2005.

         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


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

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
$37,000  and  $35,000  of revenue  during  fiscal  2005 and 2004,  respectively,
related to the services provided.

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 28,     February 29,
                                                       2005             2004
                                                   -----------      -----------
Revenues:
  Surgx                                            $   286,000      $   475,000
  Oryx Ventures                                         37,000           35,000
  Corporate                                               --               --
                                                   -----------      -----------
                                                   $   323,000      $   510,000
                                                   ===========      ===========

Operating loss:
  Surgx                                            $   247,000      $   430,000
  Oryx Ventures                                        (26,000)         (26,000)
  Corporate                                           (721,000)        (787,000)
                                                   -----------      -----------
                                                   $  (500,000)     $  (383,000)
                                                   ===========      ===========

Depreciation and amortization expense:
  Corporate                                        $     3,000      $     5,000
                                                   -----------      -----------
                                                   $     3,000      $     5,000
                                                   ===========      ===========

Identifiable assets:
  Oryx Ventures                                    $     5,000      $   604,000
  Corporate                                            254,000          722,000
                                                   -----------      -----------
                                                   $   259,000      $ 1,326,000
                                                   ===========      ===========

         Loss on  investments,  net of $693,000 and $554,000 for the years ended
February  28, 2005 and  February  29,  2004,  respectively,  relates to the Oryx
Ventures segment losses on equity  investments.  Included in identifiable assets
of Oryx  Ventures are $0 and  $717,000  for fiscal 2005 and 2004,  respectively,
which represent the carrying value of investments accounted for under the equity
method (see note 4).

                                      F-22
<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 28,         February 29,
                                             2005                2004
                                           --------            --------
          Net Revenues:
            United States                  $141,000            $ 91,000
            Japan                           182,000             419,000
                                           --------            --------
            Net Revenues                   $323,000            $510,000
                                           ========            ========


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








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