c
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

                 Annual Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2004
                         Commission file number 0-12123

                                JOVE CORPORATION
                                ----------------
              (Exact name of Small Business Issuer in its Charter)


            Michigan                               38-245962
--------------------------               ----------------------------
 (State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
 Incorporation or Organization)

          3220 Coolidge Highway, Berkley, Michigan      48072
          ----------------------------------------  ------------------
          (Address of Principal Executive Offices)     (Zip Code)

              Telephone Number, Including Area Code: (248) 542-6111
                                                     --------------

     Securities registered under to Section 12 (b) of the Exchange Act: None

        Securities registered under Section 12 (g) of the Exchange Act:
                          Common Stock, $1.00 par value
                          -----------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes X           No
   --------       -----------


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

The registrant's revenue for the fiscal year ended December 31, 2004 was
$113,169

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of December 31, 2004 was $437,058. This
value is based upon the net book value per share of the Company at December 31,
2004, which was utilized due to the lack of any current market for or
significant trading of the Company's common equity.

As of December 31, 2004, there were 6,472,464 shares of registrant's common
stock, $1.00 par value, outstanding.

Transitional Small Business Disclosure Form:  Yes          No     X
                                                 --------     ---------

Documents incorporated by reference: None

<PAGE>

                                JOVE CORPORATION
                                   FORM 10-KSB
                      For the year ended December 31, 2004

                                EXPLANATORY NOTE

This Amendment on Form 10-KSB/A (this "Amendment) amends the Annual Report on
Form 10-KSB for the year ended December 31, 2004, as originally filed by Jove
Corporation on May 27, 2005 (the "Original Filing"), solely for the purpose of
(i) reclassifying the preferred stock of our subsidiary West Pier Corporation,
in the amount of $215,777 for year ended December 31, 2004, and $182,125 for the
year ended December 31, 2003, to long term debt in order to conform with the
requirements of Statement of Financial Accounting Standards No. 150, and (ii) to
clarify the method used to value available-for sale securities. See Note 1 -
Summary of Significant Accounting Policies - Redeemable Preferred Stock for a
description of the preferred stock transaction and Note 6 - Investments for a
description of the valuation of available-for-sale securities. The effect of the
preferred stock adjustment and restatement is to increase our long term debt and
liabilities and decrease additional paid in capital (equity) by the same amount.
These amounts reflect the actual cash payments made by the preferred
shareholders under the terms of the preferred stock subscription agreement
through December 31, 2004. In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange Commission,
we are including with this Amendment certain currently dated certifications.

Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and we have not updated the disclosures contained in this Amendment to reflect
any events that occurred at a date subsequent to the filing of the Original
Filing. The filing of this Form 10-KSB/A is not a representation that any
statements contained in items of the Original Filing other than that information
being amended are true or complete as of any date subsequent to the date of the
Original Filing. The filing of this Form 10-KSB/A shall not be deemed an
admission that the original filing or the amendments made thereto, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.

                                       2
<PAGE>



                                     PART II

ITEM 6. Management's Discussion and Analysis.

For a description of our significant accounting policies and an understanding of
the factors that influenced our performance during the fiscal year ended
December 31, 2004, this "Management's Discussion and Analysis" should be read in
conjunction with the audited financial statements, including the related notes
thereto, beginning on page F-1 of this report. In particular, in accordance with
SFAS 141, "Business Combinations," we have restated our financial statements for
fiscal 2003 and 2004 to reflect the acquisitions of MBDC and West Pier as though
we completed those acquisitions on January 1, 2003.

Summary of Selected Financial Data

The following table summarizes certain financial data derived from our audited
financial statements for the years ended December 31, 2004 and 2003. Please see
our complete financial statements, including the related notes thereto,
beginning on page F-1 of this report.
<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                              ------------------------------------
                                                                                2004                      2003
                                                                              ---------                 ----------
           Statement of Operations Data:
<S>                                                                         <C>                     <C>
               Total revenues...................................            $   113,169             $     48,145
               Interest expense.................................                 74,792                   58,830
               General and administrative expenses..............                525,373                  393,568
               Net loss.........................................               (559,138)                (403,274)
               Net loss per share...............................                 ($0.09)                  ($0.07)

           Balance Sheet Data:
               Cash.............................................            $    89,750             $    963,040
               Real estate investments..........................                695,798                  691,419
               Total assets.....................................              1,728,019                2,866,476
               Bank loans, advances and other borrowings........              1,085,482                  717,710
               Stockholders' equity.............................                574,447                1,803,485
</TABLE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview

Between 1986 and June 2003, our company pursued a corporate restructuring plan
that was designed to generate the liquidity (cash flow) necessary to retire
demand notes due to banks, meet current obligations, and fund numerous legal
proceedings in which we were involved. During that period we liquidated our
portfolio of land contracts, developed and undeveloped real estate, and other
assets and used the proceeds from those asset sales to pay our obligations and
to accumulate cash reserves in order to position our company to resume
operations by acquiring other businesses. During this time, we also prevailed in
or settled all of the legal proceedings in which our company was involved. We
currently are not involved in any legal proceedings.

In June 2003 we sold a significant asset and began using the cash proceeds from
that sale, along with debt and newly issued shares of our common stock, to
acquire other businesses and to make strategic investments in other companies in
a manner that we believe will provide us with revenue-generating opportunities.
Our current business strategy is (a) to integrate the operations of West Pier
and MBDC and to commercialize the developmental software as quickly as possible;
(b) to develop, in conjunction with i2 Telecom International, Inc., a VOIP
facsimile device and to market that device to manufacturers of facsimile
machines; and (c) to provide marketing and other managerial services to other
technology companies. We also plan to seek additional strategic business
relationships with other companies that will provide us with revenue-generating
opportunities. We cannot provide assurance, however, that we will be able to
identify and consummate additional acquisition opportunities or strategic
relationships or that any such transactions will be profitable.

                                       3
<PAGE>

Ownership of i2 Telecom Stock and Product Development and Distribution Rights
Agreement with i2 Telecom

As of December 31, 2004, we held 130,634 shares of common stock i2 Telecom
International, Inc., which became a publicly traded corporation after a "reverse
merger" with a public shell corporation in February 2004. Under the terms of the
merger agreement between i2 Telecom and the public shell corporation, up to an
additional 14,395 shares of i2 Telecom common stock may be issued to our
company, pending the outcome of a third party lawsuit against i2 Telecom. The
shares of i2 Telecom common stock held by our company are "restricted
securities" under applicable securities laws. Pursuant to an agreement, in
October 2004 i2 Telecom registered 51,822 of our shares of i2 Telecom stock and
we can sell those shares without restriction. The remaining shares can now be
sold pursuant to Rule 144 under the Securities Act of 1933. We recorded no
income or loss on our investment in i2 Telecom for the year ended December 31,
2004.

i2 Telecom provides low-cost telecommunications services employing voice over
Internet protocol, or "VOIP" technology. We made our investment in i2 Telecom
primarily to enhance our ability to enter into revenue-generating marketing and
distribution agreements with i2 Telecom with respect to certain of its VOIP
products and services. Effective April 22, 2004, we entered into an agreement
with i2 Telecom pursuant to which we will pay i2 Telecom up to $60,000 for
engineering and product development services. i2 Telecom will use these funds to
design and develop a prototype device that will enable facsimile machines to
interoperate with i2 Telecom's VOIP telecommunications network in order to
transmit facsimile messages over the Internet instead of by traditional
telephone lines. In return, the agreement provides our company with the
worldwide exclusive right for 30 years to market and distribute the VOIP/fax
device, excluding i2 Telecom's right to manufacture and distribute its own
products containing the device. Under the agreement, we will pay to i2 Telecom
60% of the "net revenue" we derive from marketing and sales of VOIP/fax devices
and related services, with "net revenue" defined as sales less cost of goods
sold and less shipping. Also under the agreement, we will retain 100% of any
revenue derived from installation or training services provided in connection
with sales of VOIP/fax devices. In March 2005, we entered into an agreement with
i2 Telecom under which we will serve as an authorized, non-exclusive sales agent
for i2 Telecom's products and services. We cannot provide assurance, however,
that we will derive a material amount of revenue from the VOIP/fax agreement,
the sales agent agreement, or any other agreement with i2 Telecom.

Acquisition of Loop Process Systems, Inc. Stock

In January 2004, we acquired 25% of the outstanding stock of Loop Process
Systems, Inc., or "Loop," which is an environmental technology company that
possesses technologies that address the recycling needs of steel producing,
primary metals, secondary metals, and minerals industries. In connection with
our initial purchase of Loop stock, during the first and second quarters of
fiscal year 2004 we funded $250,000 as a component of project funding for a
pre-commercialization demonstration trial of Loop's proprietary technology.

In June 2004, we purchased shares representing an additional 5.0% of Loop's
outstanding stock from CCG Partners, LLC, which is owned by Clifton S. Crockatt,
our President and Chief Executive Officer, and Dennis M. Agresta, our Chief
Financial Officer, at the same price per share as our original purchase of Loop
stock. As a result, we currently own 30% of Loop's outstanding stock. We
recorded a loss of $21,100 on our investment in Loop for the year ended December
31, 2004.

Acquisition of MessageWay Solutions, Inc. Common Stock

On May 28, 2004, we purchased approximately 27.4% of the common stock of BCE
Emergis Systems, Inc., or "BCE," for $100,000 as part of a management-led buyout
of BCE, which was an indirect subsidiary of Bell Canada. In August 2004, BCE
changed its name to MessageWay Solutions, Inc., or "MessageWay." In connection
with this transaction, our company and each of the other purchasers (a) pledged
our respective shares of MessageWay stock as security for MessageWay's
obligation to pay an additional $550,000 of the purchase price, and (b)
personally guaranteed payment of MessageWay's obligation to pay an additional
$550,000 of the purchase price. Due to various contingencies associated with
this transaction, we did not record the potential $550,000 obligation on our
financial statements for the year ended December 31, 2004. We recorded a loss of
$43,722 on our investment in MessageWay for the year ended December 31, 2004.

                                       4
<PAGE>

MessageWay provides middleware software solutions that enable user companies to
cost-effectively communicate with their customers' and suppliers' database and
software applications without many of the frustrations and complexities that
often are associated with business-to-business computer applications. We
currently plan to use the MessageWay software in order to complete the
development and commercialization of the developmental software.

Michigan Business Development Company (MBDC) and West Pier Corporation (West
Pier) Acquisitions

On December 30, 2004, we acquired 100% of the common stock of West Pier and
approximately 88.5% of the common stock of MBDC. Both companies are
characterized as operationally inactive with the exception of the developmental
software. Our strategic rationale for purchasing these companies was to obtain
rights to the developmental software, complete development of the developmental
software, and commercialize the developmental software.

Stephen Lange Ranzini, a director of our company, certain members of Mr.
Ranzini's immediate family, and University Bank, Inc. were the controlling
shareholders of West Pier and MBDC. Stephen Lange Ranzini is Chairman and the
controlling shareholder of University Bank.

We issued an aggregate of 1,952,210 shares of common stock and contingent and
unsecured promissory notes totaling $923,846 to acquire these companies. The
contingent and unsecured notes have a ten-year term and bear interest at 7.5%
per annum. The terms of these notes defer payments and accrual of interest until
we receive revenue on the developmental software, at which time 50% of any
revenue derived from the developmental software will be used to pay the
outstanding principal and any accrued interest until the notes are paid in full.

On March 24, 2004, we also issued a $600,000 promissory note to University Bank
as the consideration for all of the outstanding preferred stock of MBDC. The
$600,000 promissory note bore interest at 7.5% per annum, matured on December
31, 2004, and was secured by the purchased assets as well as our interests in i2
Telecom and Loop Process Systems.

On December 29, 2004, we issued a promissory note in the principal amount of
$322,429 payable to Stephen Lange Ranzini, Joseph Lange Ranzini, and Angela
Lange Ranzini. Joseph Lange Ranzini and Angela Lange Ranzini are Stephen Lange
Ranzini's brother and sister, respectively. The promissory note bears interest
at 12.0% per annum, matures on December 31, 2005, and is collateralized by (a)
all of the shares of West Pier, (b) our line of credit with MBDC, and (c) our
interests in i2 Telecom, University Bancorp, Inc., and CityFed Financial Corp.
We used the proceeds from the promissory note to repay the amounts remaining
outstanding under the promissory note we issued to University Bank on March 24,
2004, as the consideration for all of the outstanding preferred stock of MBDC.

Acquisition of Internet Money Corporation

On September 30, 2004, we acquired 100% of the outstanding stock of Internet
Money Corporation, or "IMC" from Stephen Lange Ranzini, our Chairman of the
Board. We paid $4,978 for the stock of IMC. We acquired IMC, which is inactive
and has never had any operations, for tactical reasons in connection with our
planned development of software assets.

Acquisition of Innovative Business Systems, LLC

On September 30, 2004, we acquired 100% of the membership interests of
Innovative Business Systems, LLC, or "IBS," from Christopher J. Weideman for
$2,342. IBS is an approved IBM software development partner and as such receives
steep discounts on the purchase of IBM hardware and software, including IBM
software development tools. We acquired IBS for tactical reasons in connection
with our planned development of software assets. Following our acquisition of
IBS, Mr. Weideman became our Chief Technology Officer.

                                       5
<PAGE>

Results of Operations

Fiscal year ended December 31, 2004 compared with fiscal year ended December 31,
 2003

Total revenue for the year ended December 31, 2004, was $113,169 compared with
revenue of $48,145 in the year ended December 31, 2003. Revenue in fiscal year
2004 consisted of interest income, other income related to software licensing
fees and market value adjustments on investments and loans. Revenue in fiscal
2003 consisted of proceeds from the sale of a 59.49 acre parcel of undeveloped
real estate, market value adjustment on investments and loan, losses on
investments, interest income and other income related to software licensing
fees. Market value adjustments related to securities classified as "available
for sale" are recorded in comprehensive loss. Because (a) our revenue in fiscal
2004 was derived primarily from other income and (b) we only recently began
efforts to commercialize the developmental software, we currently cannot provide
any meaningful guidance with respect to the sources, timing, or amounts of
revenue in fiscal 2005.

We incurred interest expense of $74,792 related to short term debt on the
acquisition of MBDC preferred stock, notes payable, and long term debt on real
estate in fiscal 2004, as compared with interest expense of $58,830 related to
long term debt on real estate assets and notes payable in fiscal 2003.

General and administrative expenses consist primarily of management fees and
legal, accounting, and other professional fees. General and administrative
expenses totaled $525,373 in fiscal 2004, as compared with $392,568 in fiscal
2003.

We recorded no income tax expense in fiscal 2004 or 2003. As of December 31,
2004, we have available net operating loss carryforwards totaling approximately
$2,648,092. Because of the uncertainty as to whether we will generate taxable
income in the future, we have recorded a valuation allowance for the entire
amount of the calculated deferred tax asset.

We recorded a net loss of ($559,138), or $(.09) per share, in fiscal 2004, as
compared with net loss of ($403,274), or $(0.7) per share, in fiscal 2003.

Liquidity and Capital Resources

Our cash balance decreased from $963,040 at December 31, 2003, to $89,750 at
December 31, 2004, primarily as a result of the acquisitions and strategic
investments we made during fiscal 2004.

Our debt increased from $717,710 at December 31, 2003 to $1,085,482 at December
31, 2004. The increase is primarily due to the $322,439 note payable related to
the purchase of the MBDC preferred stock in the first quarter of fiscal 2004, as
described below, and additional proceeds from West Pier preferred shareholders.
We have no special purpose entities or off balance sheet financing arrangements.
We currently have a commitment to fund $60,000 for development costs of the
VOIP/fax device with i2 Telecom, and we have guaranteed payment of MessageWay
Solutions, Inc.'s obligation to pay an additional $550,000 of the purchase price
for MessageWay. Due to various contingencies associated with this transaction,
we did not record the potential $550,000 obligation on our financial statements
for the year ended December 31, 2004.

As a portion of our proceeds from the sale of real estate in June 2003, we
received a $450,500, or 26.5%, participation in a $1,700,000 promissory note
secured by real property. The promissory note was paid in full in October 2004
and we used $275,000 of the proceeds from that note to pay down the $600,000
note payable to University Bank in connection with the purchase of MBDC
preferred stock. We borrowed $322,439 from Stephen Lange Ranzini, Joseph Lange
Ranzini, and Angela Lange Ranzini and used the proceeds to repay the balance due
to University Bank in December 2004. We currently anticipate that we will obtain
the cash required to repay the balance due on that note from proceeds from sales
of certain of the assets that we acquired in the West Pier and MBDC transactions
or by private equity or debt financings. We also are seeking to raise additional
capital by selling equity or debt securities and certain of the assets that we
acquired in the West Pier and MBDC transactions in order to finance our ongoing
liquidity requirements as well as our proposed business operations.

                                       6
<PAGE>

In addition to our immediate need for capital to cover our ongoing operating
expenses, we currently anticipate that we may require up to $25 million of
additional capital over the next two years to finance further development of the
Developmental Software, as well as any additional capital that may be required
in connection with other acquisitions or business operations in which we may
engage in the future. There can be no assurance that such additional capital
will be available at all or, if available, that we will be able to obtain such
additional capital on acceptable terms. The inability to obtain additional
capital that we require to fund our ongoing operations and growth strategy could
have a material adverse affect on our business, operating results, and
prospects. See "Certain Risk Factors Affecting Our Business," below, in this
Item 6.

New Accounting Standards

For a description of new accounting standards that affect our company, see Note
1 to our financial statements included in this report on Form 10-KSB.

Certain Risk Factors Affecting Our Business

Our business involves a high degree of risk. Potential investors should
carefully consider the risks and uncertainties described below and the other
information in this report before deciding whether to invest in shares of our
common stock. If any of the following risks actually occur, our business,
financial condition, and results of operations could be materially and adversely
affected. This could cause the trading price of our common stock to decline,
with the loss of part or all of an investment in the common stock.

Our independent auditors have substantial doubt about our ability to continue as
a going concern. We have had net losses for each of the years ended December 31,
2004 and 2003, and we have an accumulated deficit as of December 31, 2004. Since
the financial statements for each of these periods were prepared assuming that
we would continue as a going concern, in the view of our independent auditors,
these conditions raise substantial doubt about our ability to continue as a
going concern. We cannot predict whether or when we will ever derive a
meaningful amount of revenue from the developmental software or from any other
source. In addition, our strategic investments and other capital assets are
illiquid and we may not be able to sell them in a timely manner or for an amount
of proceeds that would enable our company to continue its operations as
currently planned. Since we do not expect to generate any significant revenues
for the foreseeable future, our ability to continue as a going concern will
depend, in large part, on our ability to raise additional capital through equity
or debt financing transactions. We currently do not have any readily available
source of significant financing. If we are unable to raise additional capital,
we may be forced to discontinue our business. Our plans with regards to these
matters are described in Note 15 to our financial statements included in this
report on Form 10-KSB. Our consolidated financial statements do not include any
adjustments that might result should our company be unable to continue as a
going concern.

We have a limited operating history and there is no assurance that our company
will achieve profitability. From 1986 until June 2003, our company focused its
activities on restructuring its assets and liabilities and had no significant
operations with which to generate profits or greater liquidity. Although we have
acquired West Pier and MBDC and we made other strategic investments in 2003 and
2004, we have not generated a meaningful amount of operating revenue in recent
years and we have a very limited current operating history on which investors
can evaluate our potential for future success. Our ability to generate revenue
is uncertain and we may never achieve profitability. Potential investors should
evaluate our company in light of the expenses, delays, uncertainties, and
complications typically encountered by early-stage businesses, many of which
will be beyond our control. These risks include the following:

    o    lack of sufficient capital,

    o    unanticipated problems, delays, and expenses relating to acquisitions
         of other businesses or product
         development and implementation,

    o    lack of intellectual property,

    o    licensing and marketing difficulties,

    o    competition,
                                       7
<PAGE>


    o    technological changes, and

    o    uncertain market acceptance of our products and services.

As a result of our limited operating history, our plan for growth, and the
competitive nature of the markets in which we may compete, our company's
historical financial data are of limited value in anticipating future revenue,
capital requirements, and operating expenses. Our planned capital requirements
and expense levels will be based in part on our expectations concerning
commercialization of the developmental software, potential acquisitions, capital
investments, and future revenue, all of which are difficult to forecast
accurately due to our company's current stage of development. We may be unable
to adjust spending in a timely manner to compensate for any unexpected shortfall
in revenue. Product development and marketing expenses may increase
significantly as we expand operations. To the extent that these expenses precede
or are not rapidly followed by a corresponding increase in revenue or additional
sources of financing, our business, operating results, and financial condition
may be materially and adversely affected.

We will require significant infusions of additional capital to successfully
develop and commercialize the developmental software. We believe that our
available cash resources will satisfy our operating capital needs for only a
limited period of time based upon our currently anticipated business activities.
We currently anticipate that we will require approximately $25 million of cash
or in-kind capital to fully develop and commercialize the developmental software
over the next two years. Our need for additional capital to finance development
of the software as well as our operations will be greater should, among other
things, revenue or expense estimates prove to be incorrect. As disclosed
elsewhere in this report, we have made certain strategic investments and we
intend to make acquisitions of other operating companies in the future. Certain
of our strategic investments will be long-term in nature and we cannot be
certain when these investments could provide our company with operating revenue
or liquidity. We may require significant additional financing in the future in
order to satisfy our cash requirements.

If we fail to arrange for sufficient capital in the future, we may be required
to reduce the scope of our business activities until we can obtain adequate
financing. We cannot predict the timing or amount of our capital requirements at
this time. We may not be able to obtain additional financing in sufficient
amounts or on acceptable terms when needed, which could adversely affect our
financial condition, operating results, and prospects. Debt financing must be
repaid regardless of whether or not we generate profits or cash flows from our
business activities. Equity financing may result in dilution to existing
stockholders and may involve securities that have rights, preferences, or
privileges that are senior to our common stock.

There is no assurance that our future products and services will be accepted in
the marketplace. In order to be successful, our proposed network must attract a
critical mass of large and small banks, internet service providers, large and
small businesses, and mass market consumers. Banks are conservative by nature
and may be slow to adopt new technologies such as the developmental software. If
a sufficient number of businesses and consumers do not adopt the system, the
network will not achieve the widespread use that will be required to make it
commercially successful and profitable for our company. Even if we successfully
develop a critical mass of users of the network, such market acceptance may not
be sustainable. New or increased competition may result in market saturation,
more competitive pricing, or lower margins. Further, overall performance and
user satisfaction may be affected by a variety of factors, many of which will be
beyond our company's control. Our company's business, operating results, and
financial condition would be materially and adversely affected if the market for
our products and services fails to develop or grow, develops or grows more
slowly than anticipated, or becomes more competitive or if our products and
services are not accepted by targeted customers even if a substantial market
develops.

We may not be able to successfully develop a commercially viable micro-payment
system. Previous attempts by others to develop micro-payment systems have
failed, and we can provide no assurance that we will succeed where others have
failed. We believe that previous attempts have failed because those developers
were unable to create a system that fostered widespread adoption and usability
in a short period of time. Until the system reaches a critical mass, potential
users have little motivation to adopt the system. We are attempting to address
this "chicken and egg" problem by developing a system that solves a major unmet
need, blocking junk email, and that will be widely adopted by banks and other
financial institutions, which will enable other users quickly and easily to
adopt the system. We cannot provide assurance, however, that our assumptions
regarding widespread adoption of the system will be correct or that we will
successfully develop and market our system.

                                       8
<PAGE>

Our technology may not work as anticipated or our system may not be scalable. If
our technology does not work as expected or the network is not secure, we could
lose money or fail. For example, previous attempts to develop "e-postage" or
other systems for charging the senders of email have failed because there was no
way to settle the transactions through the banking system. If our network is
unable to provide a system for charging fees and settling transactions quickly,
securely, and cost-effectively, then our proposed business will fail. In
addition, the network will require highly reliable computers that are capable of
processing large numbers of transactions on a continual basis. As the network
grows, we will be required to scale the system to handle the increased volume of
transactions. Any limitations on or failure in our ability to scale the system
while controlling costs will delay or stop the growth of our network, which
would have a material adverse affect on our business, financial condition, and
operating results.

Potential software defects and product liability claims could result in delays
in market acceptance, unexpected costs, and diminished operating results.
Software products frequently contain errors or defects, especially when first
introduced or when new versions or enhancements are released. Once we develop
and commercialize our software, defects and errors could be found in our
products, future upgrades to then-current products or newly developed and
released products. Software defects could result in delays in market acceptance
or unexpected reprogramming costs, which could materially and adversely affect
our operating results. We may include provisions in license agreements with our
customers that attempt to limit our exposure to potential product liability
claims, but those provisions may not be enforceable as a result of federal,
state, local or foreign laws or ordinances or unfavorable judicial decisions. A
successful product liability claim may have a material adverse effect on our
business, operating results and financial condition.

We may fail if our customer acquisition costs or ongoing operating expenses are
higher than anticipated. Under our current business plan, we will not charge
users to join the network. We could lose money and ultimately fail if customer
acquisition costs are higher than we currently anticipate. Likewise, we could
lose money and ultimately fail if our ongoing expenses to operate the network,
government compliance costs, non-recoverable customer services expenses, or
other expenses are higher than our estimates.

Even if we successfully develop and commercialize our software, we may be
required to anticipate and respond to rapid technological changes. Rapid
technological developments and evolving industry standards may characterize the
market for the products and services that our company offers in the future.
These factors will require us continually to improve the performance and
features of our products and services as quickly as possible. We may not be
successful in developing and marketing new products and services that respond to
competitive and technological developments and changing customer needs. If the
industries in which our company competes adopt systems and applications
different from those used in our products and services, our operating results
and financial condition may be materially and adversely affected. If we fail to
anticipate or respond adequately to technological developments, customer
requirements, or if any significant delays in product development or
introduction occur, we could experience a material adverse effect on our
operating results and financial condition.

We may not be able to adequately protect our intellectual property rights. Our
success will depend both on our internally developed technology and on certain
third party technologies. We will rely on a combination of patents, contractual
provisions, confidentiality procedures, and trademark, copyright, trade secrecy,
unfair competition, and other intellectual property laws to protect the
proprietary aspects of our products and services. The steps we take to protect
our intellectual property rights may not be adequate to protect our intellectual
property and may not prevent our competitors from gaining access to our
intellectual property and proprietary information. In addition, we cannot
provide assurance that courts will always uphold our intellectual property
rights or enforce the contractual arrangements that we have entered into to
protect our proprietary technology.

Third parties may infringe or misappropriate our patents, copyrights,
trademarks, service marks, trade dress, and other proprietary rights. Any such
infringement or misappropriation could have a material adverse effect on our
business, prospects, financial condition, and results of operations. We may
decide to initiate litigation in order to enforce our intellectual property
rights, to protect our trade secrets, or to determine the validity and scope of
our proprietary rights. Any such litigation could result in substantial expense,
may reduce our profits, and may not adequately protect our intellectual property
rights. In addition, we may be exposed to future litigation by third parties
based on claims that our products or services infringe their intellectual
property rights. Any such claim or

                                       9
<PAGE>

litigation  against us, whether or not  successful,  could result in substantial
costs and harm our  reputation.  In addition,  such claims or  litigation  could
force us to do one or more of the following:

   o     cease selling or using any of our products or services that incorporate
         the challenged intellectual property, which would adversely affect our
         revenue;

   o     obtain a license from the holder of the intellectual property right
         alleged to have been infringed, which license may not be available on
         reasonable terms, if at all; and

   o     redesign or, in the case of trademark claims, rename our products or
         services to avoid infringing the intellectual property rights of third
         parties, which may not be possible and in any event could be costly and
         time-consuming.

Even if we were to prevail, such claims or litigation could be time-consuming
and expensive to prosecute or defend, and could result in the diversion of our
management's time and attention. These expenses and diversion of managerial
resources could have a material adverse effect on our business, prospects,
financial condition, and results of operations.

Regulation of the Internet may adversely affect our business. Due to the
increasing popularity and use of the Internet, federal, state, local, and
foreign governments may adopt laws and regulations, or amend existing laws and
regulations, with respect to the Internet. These laws and regulations may affect
issues such as user privacy, pricing, content, taxation, copyrights,
distribution, and quality of products and services. The laws governing the
Internet remain largely unsettled, even in areas where legislation has been
enacted. It may take years to determine whether and how existing laws, such as
those governing intellectual property, privacy, libel, and taxation, apply to
the Internet and Internet-based products and services, such as the developmental
software. In addition, the growth and development of the market for electronic
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, that may impose additional burdens on companies
conducting business over the Internet. Any new legislation could hinder the
growth in use of the Internet generally or in our industry and could impose
additional burdens on companies conducting business online, which could, in
turn, decrease the demand for our products and services, increase our cost of
doing business, or otherwise have a material adverse effect on our business,
prospects, financial condition, and results of operations.

We will face a variety of risks associated with acquiring and integrating new
business operations. The growth and success of our company's business will
depend to a great extent on our ability to integrate the operations of West Pier
and MBDC and to acquire other operating businesses in the future. We cannot
provide assurance that we will be able to

    o    identity suitable acquisition candidates,

    o    make acquisitions on commercially acceptable terms,

    o    effectively integrate the operations of any acquired companies with our
         existing operations,

    o    manage effectively the combined operations of the acquired businesses,

    o    achieve our operating and growth strategies with respect to the
         acquired businesses, or

    o    reduce our overall selling, general, and administrative expenses
         associated with the acquired businesses.

The integration of the management, personnel, operations, products, services,
technologies, and facilities of any businesses that we acquire in the future
could involve unforeseen difficulties. These difficulties could disrupt our
ongoing businesses, distract our management and employees, and increase our
expenses, which could have a material adverse affect on our company's business,
financial condition, and operating results.

We depend on our current management team. Our company's success will depend to a
large degree upon the skills of our current management team and advisors and
upon our ability to identify, hire, and retain additional senior management,
sales, marketing, technical, and financial personnel. We may not be able to
retain our existing key personnel or to attract and retain additional key
personnel. The loss of any of our current executives,

                                       10
<PAGE>

employees, or advisors or the failure to attract, integrate, motivate, and
retain additional key employees could have a material adverse effect on our
company's business. We do not have "key person" insurance on the lives of any of
our management team.

Our company may not be able to manage its growth. We anticipate a period of
significant growth as we begin to commercialize the developmental software. This
growth could cause significant strain on our company's managerial, operational,
financial, and other resources. Success in managing this expansion and growth
will depend, in part, upon the ability of our senior management to effectively
manage the growth of our company. Any failure to manage the proposed growth and
expansion of our company could have a material adverse effect on our company's
business.

We may face stiff competition. There are existing companies that offer or have
the ability to develop products and services that will compete with those that
our company may offer in the future. These include large, well-recognized
companies with substantial resources and established relationships in their
respective industries. Their greater financial, technical, marketing, and sales
resources may permit them to react more quickly to emerging technologies and
changes in customer requirements or to devote greater resources to the
development, promotion, and sale of competing products and services. Emerging
companies also may develop and offer products and services that compete with
those offered by our company.

Current management may be able to control our company indefinitely. Our current
management team, along with members of their immediate families, own or control
the right to vote approximately 45.1% of our company's outstanding common stock.
The remaining shares of common stock are widely disbursed among a large number
of stockholders. As a result, our current management team may be able to control
the management and affairs of our company and all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions, for an indefinite period of time. This concentration of
ownership might adversely affect the market value of our common stock in the
future and the voting and other rights of our company's other stockholders.

There is a limited market for our company's common stock. There has been no
market for our common stock for many years. We currently are seeking one or more
"market makers" who will make a market in our company's common stock on the OTC
Bulletin Board and to do other things to enhance the market liquidity for our
common stock. We cannot provide assurance, however, that a market for our common
stock will ever develop. Consequently, an investor may not be able to liquidate
an investment in shares of our company's common stock in the event of an
emergency or for any other reason. The purchase of our company's common stock,
therefore, should be considered only as a long-term investment.

Our common stock may be subject to the "penny stock" rules as promulgated under
the Exchange Act. In the event that no exclusion from the definition of "penny
stock" under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") is available, then any broker engaging in a transaction in our company's
common stock will be required to provide its customers with a risk disclosure
document, disclosure of market quotations, if any, disclosure of the
compensation of the broker-dealer and its sales person in the transaction, and
monthly account statements showing the market values of our company's securities
held in the customer's accounts. The bid and offer quotation and compensation
information must be provided prior to effecting the transaction and must be
contained on the customer's confirmation of sale. Certain brokers are less
willing to engage in transactions involving "penny stocks" as a result of the
additional disclosure requirements described above, which may make it more
difficult for holders of our company's common stock to dispose of their shares.

Failure to achieve and maintain effective internal controls in accordance with
Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on
our business and stock price. Pursuant to Section 404 of the Sarbanes-Oxley Act
of 2002, beginning with our Annual Report on Form 10-KSB for the fiscal year
ending December 31, 2006, we will be required to furnish a report by our
management on our internal control over financial reporting. The internal
control report must contain (i) a statement of management's responsibility for
establishing and maintaining adequate internal control over financial reporting,
(ii) a statement identifying the framework used by management to conduct the
required evaluation of the effectiveness of our internal control over financial

                                       11
<PAGE>

reporting, (iii) management's assessment of the effectiveness of our internal
control over financial reporting as of the end of our most recent fiscal year,
including a statement as to whether or not internal control over financial
reporting is effective, and (iv) a statement that our independent auditors have
issued an attestation report on management's assessment of internal control over
financial reporting.

In order to achieve compliance with Section 404 of the Act within the prescribed
period, we will need to engage in a process to document and evaluate our
internal control over financial reporting, which will be both costly and
challenging. In this regard, management will need to dedicate internal
resources, engage outside consultants, and adopt a detailed work plan to (i)
assess and document the adequacy of internal control over financial reporting,
(ii) take steps to improve control processes where appropriate, (iii) validate
through testing that controls are functioning as documented, and (iv) implement
a continuous reporting and improvement process for internal control over
financial reporting. We can provide no assurance as to our, or our independent
auditors', conclusions at December 31, 2006, with respect to the effectiveness
of our internal control over financial reporting under Section 404 of the Act.
There is a risk that neither we nor our independent auditors will be able to
conclude at December 31, 2006, that our internal controls over financial
reporting are effective as required by Section 404 of the Sarbanes-Oxley Act.

During the course of our testing we may identify deficiencies that we may not be
able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
for compliance with the requirements of Section 404. In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those
related to revenue recognition, are necessary for us to produce reliable
financial reports and are important to help prevent financial fraud. If we
cannot provide reliable financial reports or prevent fraud, our business and
operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our stock could drop
significantly.

We may incur significant costs in complying with SEC filing requirements. Our
company did not file reports with the Securities and Exchange Commission, or
SEC, for its fiscal periods between September 30, 1990 and December 31, 2002. We
currently do not intend to file reports with the SEC for those periods because
we believe that the costs involved to prepare such reports would be prohibitive
and would not be justified in light of the age of the information and its lack
of relevancy to our company's current financial condition and operations. In the
event that the SEC does require us to prepare and file reports for such periods,
however, our company would likely incur material costs and expenses to complete
and file such reports. In addition, trading in our common stock could be
disrupted or suspended by the SEC until we file all of the required reports.

ITEM 7. Financial Statements.

The financial statements included in this report under this item are set forth
beginning on Page F-1 of this report, immediately following the signature pages.

ITEM 13. Exhibits, List and Reports on Form 8-K.

(a) The following exhibits are filed as part of this report:


                                       12
<PAGE>

Exhibit
Number        Description
------        -----------

    2.1       Purchase and Sale Agreement dated March 24, 2004, by and among the
              registrant and the shareholders of Michigan Business Development
              Company and West Pier Corporation (1)
    3.1       Restated Articles of Incorporation of Jove Corporation (Restated
              as of June 1, 2004) (2)
    3.2       Amended and Restated Bylaws. (3)
    4.1       Form of Common Stock certificate. (3)
   10.1       Agreement of Sale and Purchase, dated February 2003, by and
              between the Registrant and Gaetano T.Rizzo and Carlo J. Catenacci
              for the purchase and sale of real estate assets of the
              Registrant. (3)
   10.2       Amendment No. 1 to Agreement of Sale and Purchase, dated March 12,
              2003. (3)
   10.3       Amendment No. 2 to Agreement of Sale and Purchase, dated March 25,
              2003. (3)
   10.4       Amendment No. 3 to Agreement of Sale and Purchase, dated April 1,
              2003. (3)
   10.5       Amendment No. 4 to Agreement of Sale and Purchase, dated April 1,
              2003. (3)
   10.6       Participation Agreement, dated June 18, 2003, by and between the
              Registrant and Keybank National Association. (3)
   10.7       Promissory note dated June 18, 2003, in the principal amount of
              $1,700,000, by Chesterfield Town Center LLC, as borrower, and
              Keybank National Association, as lender. (3)
   10.8       Real Estate Mortgage dated June 18, 2003, by and between
              Chesterfield Town Center LLC, as borrower, and Keybank National
              Association, as lender. (3)
   10.9       Intercreditor and Subordination Agreement dated June 18, 2003,
              by and among Comerica Bank, as senior lender, Keybank National
              Association, as subordinate lender, and Chesterfield Town Center
              LLC, as borrower. (3)
   10.10      Product Development and Distribution Rights Agreement dated April
              22, 2004, between the Registrant and i2 Telecom International,
              Inc. (2)
   10.11      Guaranty dated May 28, 2004, executed by the Registrant in favor
              of BCE Emergis, Inc. (2) 10.12 Pledge Agreement dated May 28,
              2004, between the Registrant and BCE Emergis, Inc. (2)
   10.13      Stock Transfer Agreement dated March 24, 2004, among the
              registrant, Lyre, LLC, CCG Partners, LLC, and the shareholders of
              Michigan Business Development Company and West Pier Corporation.
              (1)
   10.14      Preferred Stock Purchase Agreement dated March 24, 2004, between
              the registrant and University Bank. (1)
   10.15(a)   Contingent and Unsecured Promissory Note dated March 24, 2004, in
              the principal amount of $308,450.82, issued to Stephen Lange
              Ranzini. (1)
   10.15(b)   Contingent and Unsecured Promissory Note dated March 24, 2004, in
              the principal amount of $369,685.25, issued to Clare Family Trust.
              (1)
   10.15(c)   Contingent and Unsecured Promissory Note dated March 24, 2004, in
              the principal amount of $32,609.08, issued to Mildred Lange
              Ranzini. (1)
   10.15(d)   Contingent and Unsecured Promissory Note dated March 24, 2004, in
              the principal amount of $213,100.85, issued to Mildred Lange
              Ranzini Trust. (1)
   10.16      Promissory Note dated March 24, 2004, in the principal amount of
              $600,000, issued to University Bank (1)
   10.17      Security Agreement dated March 24, 2004, between the registrant,
              as debtor, and University Bank, as secured party (1)
   10.18      Promissory Note dated December 29, 2004, in the principal amount
              of $322,429.47, issued to Stephen Lange Ranzini, Joseph Lange
              Ranzini, and Angela Ranzini (1)
   21         List of Subsidiaries*
   31         Certification pursuant to SEC Release No. 33-8238, as adopted
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   32         Certificate pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
   ---------------------
   *     Previously filed
         (1) Incorporated by reference to the Registrant's Current Report on
         Form 8-K dated December 29, 2004, as filed on January 5, 2005.

                                       13
<PAGE>

   (2)   Incorporated by reference to the Registrant's Form 10-QSB for the
         quarter ended June 30, 2004, as filed on August 13, 2004.
   (3)   Incorporated by reference to the Registrant's Form 10-KSB for the year
         ended December 31, 2003, as filed on April 1, 2004.

   (b)   The Registrant filed a Current Report on Form 8-K dated December 29,
         2004, to report (a) the closing of the acquisitions of West Pier
         Corporation and Michigan Business Development Company; (b) the
         refinancing of debt incurred to purchase MBDC preferred stock; (c) the
         issuance from escrow of shares of common stock and contingent and
         unsecured promissory notes as consideration for the acquisitions of
         West Pier and MBDC; and (d) the appointment of Christopher J.
         Weideman as Chief Technology Officer.



                                       14
<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.

                                   JOVE CORPORATION


Dated: August 12, 2005             By: /s/ Clifton S. Crockatt
                                   -----------------------------------
                                   Clifton S. Crockatt
                                   President and Chief Executive 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.

Signature                   Capacity                             Date
---------                   --------                             -----

/s/ Stephen Lange Ranzini   Chairman of the Board               August 12, 2005
--------------------------
Stephen Lange Ranzini

/s/ Clifton S. Crockatt     President, Chief Executive          August 12, 2005
--------------------------  Officer, and Director (Principal
Clifton S. Crockatt         Executive Officer)

/s/ Dennis M. Agresta       Chief Financial Officer             August 12, 2005
--------------------------  (Principal Financial and
Dennis M. Agresta            Accounting Officer)

                            Director                            August __, 2005
--------------------------
 Richard J. Guziatek
-


                                       15
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

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

Consolidated Balance Sheets..................................................F-3

Consolidated Statements of Operations and Comprehensive Loss.................F-4

Consolidated Statements of Changes in Stockholders' Equity...................F-5

Consolidated Statements of Cash Flows........................................F-6

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


                                       F-1

<PAGE>



                 [LETTERHEAD OF VIRCHOW, KRAUSE & COMPANY, LLP]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Stockholders, Audit Committee and Board of Directors
Jove Corporation and Subsidiaries
Berkley, Michigan



We have audited the accompanying consolidated balance sheets of Jove Corporation
and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated
statements of operations and comprehensive loss, stockholders' equity and cash
flows for the years then ended. These 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 audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Jove Corporation and
Subsidiaries as of December 31, 2004 and 2003 and the results of their
operations and their cash flows for the years then ended, in conformity with
U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 15 to the
consolidated financial statements, the Company has incurred significant losses
in 2004 and 2003 and requires outside capital in order to fund ongoing operating
expenses and to finance its developmental software. These conditions raise
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependant on obtaining this
financing. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

As discussed in Notes 1 and 16 to the financial statements, the Company has
restated its balance sheet as of December 31, 2004 and 2003 and the related
statements of stockholders' equity and cash flow for the years then ended to
change the classification of mandatorily redeemable preferred stock from
stockholder's equity to a liability.




/s/ Virchow, Krause & Company, LLP



Bingham Farms, Michigan
April 7, 2005 (Except as to notes 1 and 16, as to which the date is August 2,
                                       F-2


<PAGE>
<table>
<CAPTION>

                                JOVE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003

                                     ASSETS
                                                                                          December 31,
                                                                                          ------------
                                                                                      2004            2003
                                                                                      ----            ----
Current assets:
<S>                                                                             <C>               <C>
Cash                                                                            $    89,750       $  963,040
Account receivable                                                                     -               3,000
Advances on loans  (Note 4)                                                          12,095          117,889
Notes receivable  (Note 5)                                                            5,851          450,500
Real estate investments (Note 3)                                                    695,798          691,419
Accrued interest receivable                                                            -               3,062
Prepaid expenses and other assets                                                      -               3,974
                                                                                 ----------      -----------
     Total current assets                                                       $   803,494      $ 2,232,884
                                                                                 ==========      ===========
Long term assets:
Investments (Note 7)                                                            $   634,138      $   361,360
Loans receivable (Note 6)                                                           130,848          130,848
Advances on loans  (Note 4)                                                         103,916          104,500
Notes receivable (Note 5)                                                            55,623           36,884
                                                                                 ----------      -----------
     Total long term assets                                                     $   924,525      $   633,592
                                                                                 ==========      ===========
     Total assets                                                               $ 1,728,019      $ 2,866,476
                                                                                 ==========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES

Accounts payable                                                                $    56,071      $   189,629
Accrued expenses and other current liabilities                                       12,019           65,652
Mortgage payable (Note 8)                                                           388,000          388,000
Dividend payable                                                                       -              90,000
Mandatorily redeemable preferred stock                                              215,777          182,125
Notes payable (Note 9)                                                              481,705          147,585
                                                                                 ----------      -----------
         Total current liabilities                                              $ 1,153,572      $1,062,991
                                                                                 ----------      -----------
Minority interest (Note 11)                                                     $      -         $      -
                                                                                 ----------      -----------

STOCKHOLDERS' EQUITY

Common stock, $1 par value
    Authorized, 15,000,000 shares
    Issued and outstanding: 6,472,464 shares at December 31, 2004 and 2003      $ 6,472,464     $  6,472,464
Preferred stock (See Note 1)                                                              -          600,000
Accumulated other comprehensive income                                               64,800          127,200
Additional paid-in capital                                                       23,511,215       23,511,215
Accumulated deficit                                                             (29,474,032)     (28,907,394)
                                                                                 ----------      -----------
     Total stockholders' equity                                                     574,447        1,803,485
                                                                                 ----------      -----------
     Total liabilities and stockholders' equity                                 $ 1,728,019     $  2,866,476
                                                                                 ==========      ===========



           See accompanying notes to consolidated financial statements
</TABLE>

                                       F-3
<PAGE>
<table>
<CAPTION>

                                JOVE CORPORATION
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                                   Year Ended December 31,
                                                                                   -----------------------
                                                                                    2004              2003
                                                                                    ----              ----
REVENUES

<S>                                                                             <C>             <C>
Gain on sale of real estate investment                                          $     -         $  1,073,633
Market value adjustment on investments and loans                                     24,590        (548,640)
Net realized losses on sale of investment                                             -            (568,880)
Interest income                                                                      22,559           35,836
Other                                                                                66,020           56,196
                                                                                 ----------      -----------
         Total revenues                                                             113,169           48,145
                                                                                 ----------      -----------

EXPENSES

Interest on borrowed funds                                                           74,792           58,830
Loss on investments                                                                  72,142           66,456
General and administrative                                                          525,373          393,568
                                                                                 ----------      -----------
         Total expenses                                                             672,307          518,854
                                                                                 ----------      -----------
Loss before federal income taxes                                                  (559,138)        (470,709)
                                                                                 ----------      -----------
Federal income tax expense (Note 10)                                                  -               10,000
                                                                                 ----------      -----------
Loss before minority interest                                                     (559,138)        (480,709)
                                                                                 ----------      -----------
Minority interest                                                                     -               77,435
                                                                                 ----------      -----------
Net loss                                                                        $  (559,138)    $   (403,274)
                                                                                 ----------      ------------

Preferred dividend                                                                    7,500           45,000
                                                                                 ----------      -----------
Net loss applicable to common shareholders                                      $ (566,638)     $   (448,274)
                                                                                 ==========      ===========

Net loss applicable to common shareholders - basic and diluted                  $     (.09)     $       (.07)
                                                                                 ==========      ===========


Weighted average shares outstanding                                                6,472,464       6,472,464
                                                                                 ===========     ===========


COMPREHENSIVE LOSS                                                                 2004               2003
                                                                                 ----------      ------------

Net Loss                                                                        $ (559,138)     $   (403,274)
Other comprehensive income (loss):
      Market value adjustment on available for sale securities                     (62,400)           127,200
                                                                                 ----------      ------------
Comprehensive loss                                                              $ (621,538)     $  ( 276,074)
                                                                                 ==========      ============

     See accompanying notes to consolidated financial statements
</TABLE>

                                       F-4

<PAGE>

<TABLE>
<CAPTION>





                                JOVE CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                     Accumulated
                                                                           Other
                                   Common           Preferred   Comprehensive      Additional      Accumulated
                                    Stock             Stock       Income (loss)  Paid-in-Capital     Deficit               Total
                                  -----------      -----------   ------------   ------------      -------------     --------------

<S>                <C>            <C>              <C>           <C>                              <C>               <C>
Balance at January 1, 2003        $ 6,472,464      $   600,000   $              $ 23,175,918      $(28,459,120)     $   1,789,262
Preferred dividends                                                                                    (45,000)          (45,000)
Equity contributions                                                                 335,297                              335,297
Unrealized gain on marketable
   securities                                                         127,200                                             127,200
Net loss for year ended
    December 31, 2003                                                                                 (403,274)          (403,274)
                                  -----------      -----------   ------------   ------------      -------------     --------------

Balance at December 31, 2003      $ 6,472,464      $   600,000   $     127,200  $ 23,511,215      $(28,907,394)     $   1,803,485
Preferred dividends                                                                                     (7,500)           (7,500)
Redemption of preferred stock
    in exchange for note
    payable                                          (600,000)                                                           (600,000)
 Unrealized loss on marketable
   securities                                                         (62,400)                                            (62,400)
 Net loss for year ended
   December 31, 2004                                                                                  (559,138)          (559,138)
                                  -----------      -----------   ------------   ------------      -------------     --------------

Balance at December 31, 2004      $ 6,472,464      $        0    $     64,800   $ 23,511,215      $(29,474,032)     $      574,447
                                  ===========      ===========   ============   ============      =============    ===============

See accompanying notes to consolidated financial statements
</TABLE>

                                       F-5

<PAGE>

<TABLE>
<CAPTION>


                                JOVE CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                                   Year Ended December 31,
                                                                                   -----------------------
                                                                                    2004              2003
                                                                                    ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                             <C>             <C>
Net loss                                                                        $  (559,138)    $  (403,274)
Adjustments to reconcile net loss to net cash provided by (used in) operating
    activities:
    Minority interest                                                                  -            (77,435)
    Gain on sale of real estate investment                                             -         (1,073,633)
    Depreciation and amortization                                                      -                  17
    Deferred income tax benefit, net of valuation allowance                            -             131,400
    Market value adjustment on investment and loans                                 (24,590)         397,911
    Net (gain) on disposal of property and equipment                                   -             (2,459)
    Equity in losses from affiliates                                                 72,142            -
    Net realized gains on sale of securities                                           -             568,880
    Loan loss reserve                                                                  -              66,456
Changes in operating assets and liabilities:
    Decrease (increase) in receivables                                              112,440        (145,172)
    Decrease (increase) in prepaid expenses                                           3,975          (3,058)
    Decrease in income tax payable                                                     -           (115,400)
    Increase (decrease) in accounts payable                                        (126,500)         107,194
    Decrease in accrued expenses and other liabilities                              (53,633)          (59,881)
                                                                             -----------------  ---------------

           Net cash used in operating activities                                   (575,304)       (608,454)
                                                                             -----------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of assets                                                          -               11,099
Payments for investments                                                          (407,320)        (220,000)
Proceeds from sale of real estate investments                                         -            1,960,542
Loan to related party                                                                 -             (35,000)
Payments for real estate investments                                               (11,438)            -
Proceeds from loans                                                                450,500            12,538
                                                                             -----------------  ---------------
           Net cash provided by investing activities                                31,742         1,729,179
                                                                             -----------------  ---------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

Proceeds from escrow funds                                                            -              217,900
Proceeds from long-term debt                                                      334,120            274,000
Payments of preferred dividends                                                   (97,500)              -
Repayment of long-term debt                                                      (600,000)         (783,800)
Proceeds from loan payable - related party                                            -               35,000
Proceeds from equity contributions                                                 33,652             35,050
                                                                             -----------------  ---------------
           Net cash used in financing activities                                 (329,728)         (221,850)
                                                                             -----------------  ---------------

Net increase (decrease) in cash                                                  (873,290)           898,875
Cash at beginning of year                                                         963,040             64,165
                                                                             -----------------  ---------------

Cash at end of year                                                             $  89,750       $    963,040
                                                                             =================  ===============

                        SUPPLEMENTAL CASH FLOW DISCLOSURE

Cash paid for interest
                                                                                $  74,070       $     58,830
                                                                             ===============    ===============

See accompanying notes to consolidated financial statements
</TABLE>

                                       F-6

<PAGE>






             SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES



    During the year ended December 31, 2004, Jove Corporation issued a note
    payable in the amount of $600,000 in connection with the redemption of
    preferred stock.

    During the year ended December 31, 2003, Jove Corporation received a note
    receivable in the amount of $496,931 in connection with the sale of real
    estate.

    During the year ended December 31, 2003, MBDC acquired real estate valued at
    $90,960 in connection with the foreclosure of a loan to Escanaba Paper
    Converting Company.

    During the year ended December 31, 2003, MBDC wrote off its investment in
    InterComptuer, Inc. in the amount of $568,880.

    During the year ended December 31, 2003, West Pier issued common stock in
    exchange for investments and a reduction of notes payable in the amounts of
    $192,500 and $142,796, respectively.

See accompanying notes to consolidated financial statements


                                       F-7



<PAGE>



                                JOVE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
---------------------

The accompanying  consolidated financial statements include the accounts of Jove
Corporation  (formerly  U.S.  Mutual  Financial  Corporation)  and its wholly or
majority-owned subsidiaries West Pier Corporation, Michigan Business Development
Company (formerly Michigan BIDCO,  Inc.), USM Venture,  Inc., EN-S-P Rockies, E.
Development   Corporation,   and  Enstrupan   Corporation   (collectively,   the
"Company")).  Significant  intercompany  accounts  and  transactions  have  been
eliminated.

In December 2004, the Company completed the acquisitions of Michigan Business
Development Company ("MBDC") and West Pier Corporation ("West Pier"). In
accordance with Statement of Financial Accounting Standards ("SFAS") 141,
"Business Combinations," the Company's financial statements have been restated
to reflect the acquisitions MBDC and West Pier as though they had occurred on
January 1, 2003 (See Note 2).

NATURE OF OPERATIONS
--------------------

Jove Corporation is a former savings and loan holding company which has operated
under a corporate restructuring plan since 1986. The corporate restructuring was
necessary following the loss of the Company's savings and loan subsidiary, USM
Savings Bank, F.S.B. (USMSB), in November 1985 through regulatory action by the
Federal Savings and Loan Insurance Corporation (FSLIC). The Company was
dependent upon USMSB for cash flow, and its shareholding in USMSB was USMFC's
principal asset.

In March 1986, Management implemented a corporate restructuring plan which was
designed to generate the liquidity (cash flow) necessary to retire demand notes
due banks, meet current obligations, and to fund numerous legal proceedings in
which the Company was involved. The Company's activities since 1986 have been
limited to these corporate restructuring activities, which primarily consisted
of marketing the Company's assets to build liquidity.

The primary strategic objective of the Company is to complete the restructuring
of the Company and position the Company for future recapitalization through
direct capital investment and/or merger and acquisitions.

CASH
----

The Company maintains its cash in high quality financial institutions. The
balances, at times, may exceed federally insured limits.

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

The carrying amounts for all financial instruments approximates fair value. The
carrying amounts for cash, accounts receivable, accrued interest receivable,
accounts payable and accrued expenses and other liabilities approximate fair
value because of the short maturity of these instruments.

INVESTMENTS
-----------

Securities available for sale consist of marketable equity securities. These
securities are being accounted for in accordance with Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Accordingly, the unrealized gains (losses) associated with
these securities are reported in the equity section as a component of
accumulated other comprehensive income.

                                       F-8
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



REAL ESTATE INVESTMENTS
-----------------------

Real estate investments consisted of property acquired for development and sale
at December 31, 2004 and 2003. Real estate investments were carried at the lower
of cost or estimated net realizable value at December 31, 2004 and 2003. Costs
necessary to prepare the property for its intended use were capitalized during
the development period and charged to cost of sales as the properties are sold.
See Note 3 for additional information regarding the Company's real estate
investments.

FURNITURE, FIXTURES AND EQUIPMENT
---------------------------------

Furniture, fixtures and equipment are stated at cost less allowance for
depreciation. The total cost of furniture, fixtures and equipment was $71,636 at
December 31, 2004 and 2003. Total accumulated depreciation of furniture,
fixtures and equipment was $71,636 at December 31, 2004 and 2003. Expenditures
for normal repairs and maintenance are charged to operations as they are
incurred. Depreciation is calculated using the MACRS method over the estimated
useful lives (5-7 years) of the related assets. Total depreciation expense for
the years ended December 31, 2004 and 2003 was $0 and $17, respectively.

INTEREST INCOME
---------------

Interest on loans is accrued over the term of the loan based on the amount of
principal outstanding. Where serious doubt exists as to the collectibility of a
loan, the accrual of interest is discontinued, and the fair value of the loan is
reduced. The following table represents non-accrual status loans at December 31,
2004 and 2003. During the year ended December 31, 2004 and 2003, there was no
cash received related to these loans. The average value of these loans
approximates the ending value at December 31, 2004 and 2003:

                              2004                      2003
                      ----------------------    -----------------------
                         Cost      Fair Value     Cost       Fair Value
                      ----------  ----------    ---------   -----------
Total  non-accrual
     status loans     $  712,180  $  130,848    $ 712,180   $  130,848
                      ==========  ==========    =========   ==========


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

Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," (SFAS 109) requires that deferred income taxes reflect the tax
consequences on future years of differences between the tax basis of assets and
liabilities and their basis for financial reporting purposes. In addition, SFAS
109 requires the recognition of future tax benefits, such as net operating loss
carryforwards, to the extent that realization of such benefits are more likely
than not. Deferred tax assets are reduced by a valuation allowance to the extent
that realization is not assured.

REDEEMABLE PREFERRED STOCK
--------------------------

The Company's subsidiary, West Pier, issued 100 shares of preferred stock in
2001 in exchange for (a) $100,000 and (b) the preferred shareholders' commitment
to fund the monthly costs of the development land in Washtenaw County, Michigan.
Upon the sale of the development land, West Pier will reimburse the original
$100,000 investment to the preferred stockholders and will pay a dividend on the
preferred stock at the rate of 25% of any net cash flow received by West Pier
upon the sale of the development land. The preferred shareholders have a
preference as to assets over the common stock in the event of voluntary or
involuntary liquidation of West Pier. At December 31, 2004 and 2003, there were
100 shares issued and outstanding with a par value of $.01.

                                      F-9
<PAGE>





                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has restated  its Form 10-KSB for the year ended  December 31, 2004,
for the  purpose of  reclassifying  this  transaction  from  preferred  stock to
current  debt in order to  comply  with the  provisions  of SFAS No.  150.  This
adjustment and  restatement  increased  current debt and liabilities by $215,777
for year ended  December 31, 2004,  and $182,125 for the year ended December 31,
2003,  and decreased  additional  paid-in  capital  (equity) by the same amount.
These   amounts   reflect  the  actual  cash  payments  made  by  the  preferred
shareholders  under  the terms of the  preferred  stock  subscription  agreement
through December 31, 2004, and December 31, 2003.

The Company's subsidiary, MBDC, issued 600 shares of preferred stock to
University Bank in 2001 in exchange for 280 shares of MBDC common stock, which
represented 27.08% of MBDC's outstanding common stock. Cumulative dividends are
paid at the rate of 7.5% per annum. Unpaid cumulative dividends totaled $90,000
at December 31, 2003. The preferred shares were redeemed on March 24, 2004, as
the Company acquired the $600,000 of MBDC preferred stock from University Bank
in exchange for a $600,000 note payable. The note was paid off during the year
ended December 31, 2004.

EARNINGS PER SHARE
------------------

In accordance with SFAS 141, "Business Combinations," the Company's financial
statements have been restated to reflect the acquisitions of MBDC and West Pier
as though they had occurred on January 1, 2003. Accordingly, earnings per share
are based upon the weighted average shares outstanding, which were 6,472,464 for
the years ended December 31, 2004 and 2003.

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

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). FIN 46 states that companies that have
exposure to the economic risks and potential rewards from another entity's
assets and activities have a controlling financial interest in a variable
interest entity and should consolidate the entity, despite the absence of clear
control through a voting equity interest. The consolidation requirements apply
to all variable interest entities created after January 31, 2003. For variable
interest entities that existed prior to February 1, 2003, the consolidation
requirements are effective for annual or interim periods beginning after
December 15, 2004. Disclosure of significant variable interest entities is
required in all financial statements issued after January 31, 2003, regardless
of when the variable interest was created. The Company does not expect the
adoption of FIN 46 to have a material effect on the Company's consolidated
financial statements as they do not have any variable interest entities.

NOTE 2 - BUSINESS COMBINATION

In December 2004, the Company acquired 100% of the common stock of West Pier and
approximately 88.5% of the common stock of MBDC, formerly known as Michigan
BIDCO, Inc., by issuing 1,952,210 shares of common stock and contingent and
unsecured promissory notes totaling $923,846 to acquire these companies. The
contingent and unsecured notes have a ten-year term and bear interest at 7.5%
per annum. The terms of these notes defer payments and accrual of interest until
revenue in recognized related to the developmental software, at which time 50%
of any revenue derived from the developmental software will be used to pay the
outstanding principal and any accrued interest until the notes are paid in full.
Due to the uncertainty related to the recognition of revenue generated by the
developmental software, the contingent and unsecured notes have not been
recorded on the accompanying financial

                                      F-10
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

statements.  No  in-process  research  and  developmental  costs  related to the
software was recognized as a result of this transaction.

The acquired entities are deemed to be entities under common control and
therefore this business combination has been recorded as an exchange of shares
between entities under common control consistent with the common control
provisions of SFAS 141 (manner similar to a pooling of interests). Therefore,
the net assets received in exchange for the 1,952,210 shares of common stock
issued were recorded at historical costs as if the combination occurred at the
earliest date of the periods presented (January 1, 2003).

The following are the consolidating balance sheets and income statements for the
years ended December 31, 2004 and 2003:


<TABLE>
<CAPTION>


                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                                                                Record
                                                                               Purchase
                                                                              Accounting
                                                                               West Pier
                                                                                  and
                                        Jove       West Pier      Michigan     Michigan     Elimination
                                    Corporation   Corporation   BIDCO Inc.    BIDCO Inc.      Entries     Consolidated
                                    -----------   -----------  ------------ ------------   ------------- --------------
ASSETS
<S>                                 <C>              <C>        <C>           <C>            <C>          <C>
Cash                                $     86,755     $     -    $     2,995   $        -     $      -     $    89,750
Advances on loans                             -            -        116,011            -            -         116,011
Notes receivable                        200,213        96,474          -               -      (235,213)        61,474
Loans receivable                             -             -        130,848            -            -         130,848
Real estate investments                      -        611,898        83,900            -            -         695,798
Investments                           1,000,178       233,960          -               -      (600,000)       634,138
                                    -----------   -----------   -----------   ------------   ----------   -----------
  TOTAL ASSETS                      $  1,287,146  $   942,332   $   333,754   $        -     $(835,213)   $ 1,728,019
                                    ============  ===========   ===========   ============   ==========   ===========

LIABILITIES
Accounts payable                    $    13,500   $    22,290   $    20,281   $        -     $      -     $    56,071
Accrued expenses                            212           512        11,295            -            -          12,019
Mortgage payable                            -         388,000          -               -            -         388,000
Mandatorily redemable preferred stock       -         215,777          -               -            -         215,777
Note payable                            322,429       160,276       234,213            -      (235,213)       481,705
                                    -----------   -----------   -----------   ------------   ----------   ------------
  Total liabilities                     336,141       786,855       265,789            -      (235,213)     1,153,572
                                    ============= ===========   ===========   ============   ==========   ============

Minority interest                   $       -     $        -    $      -      $    77,435    $ (77,435)   $        -
                                    -----------   -----------   ---------     ------------   ----------   ------------

STOCKHOLDERS' EQUITY
  Common stock                        4,520,254         2,000       754,000     1,196,210           -       6,472,464
  Preferred stock                            -             -        600,000            -      (600,000)            -
  Accumulated other comprehensive
    income                                   -         64,800          -               -            -          64,800
  Additional paid in capital         24,170,092       334,297          -        (993,174)           -      23,511,215
  Accumulated deficit               (27,739,341)     (245,620)  (1,286,035)     (280,471)       77,435    (29,474,032)
                                     -----------   -----------  ------------  ------------   ----------   ------------
     Total stockholders' equity        951,005        155,477        67,965      (77,435)     (522,565)       574,447
                                    -----------   -----------  ------------   ------------   ----------   ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY              $ 1,287,146   $   942,332   $   333,754   $        -     $(835,213)   $ 1,728,019
                                    ===========   ============= ===========   ============   ==========   ===========


</TABLE>


                                      F-11
<PAGE>










<TABLE>
<CAPTION>


                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2004

                                                                                     Purchase
                                                Jove      West Pier      Michigan    Accounting     Elimination
                                            Corporation  Corporation    BIDCO Inc.     Entries        Entries     Consolidated
                                            -----------   -----------  ------------ ------------   ------------- -------------
REVENUES

<S>                                         <C>           <C>           <C>            <C>            <C>         <C>
Gain on sale of real estate investment      $        -    $       -     $        -     $       -      $      -    $         -
Market value adjustment on investments and                                       -             -             -          24,590
loans                                                -         24,590            -             -             -              -
Other investment loss                                -             -             -             -             -              -
Interest income                                  22,549            -              10           -             -           22,559
Other                                            18,000            -          48,020           -             -           66,020
                                            -----------   -----------   ------------   ------------   ----------   ------------
   Total revenues                                40,549        24,590         48,030           -             -          113,169

EXPENSES

Interest on borrowed funds                       31,391        43,401            -             -             -           74,792
Losses from affiliates                           72,142            -             -             -             -           72,142
General and administrative                      407,085        22,131         96,157           -                        525,373
                                            -----------   -----------   ------------   ------------   ----------   ------------
   Total expenses                               510,618        65,532         96,157           -             -          672,307
                                            -----------   -----------   ------------   ------------   ----------   ------------
Loss before federal income taxes              (470,069)      (40,942)       (48,127)           -             -        (559,138)
Taxes:
     Current                                         -             -             -             -             -              -
     Deferred                                        -             -             -             -             -              -
                                            -----------   -----------   ------------   ------------   ----------   ------------
Net loss before minority interest             (470,069)      (40,942)       (48,127)           -             -        (559,138)

Minority interest                                   -             -             -              -             -              -
                                            -----------   -----------   ------------   ------------   ----------   ------------
Net loss                                    $ (470,069)   $   (40,942)   $  (48,127)   $       -      $      -     $  (559,138)


Preferred dividends                                 -              -           7,500           -             -            7,500
                                            -----------   -----------   ------------   ------------   ----------   ------------

Net income applicable to common shares      $  (470,069)  $  (40,942)   $   (55,627)   $       -      $      -     $  (566,638)
                                            ===========   ===========   ============   ============   ==========   ============
Net loss per share                          $     (.11)                                                            $      (.09)
                                            ===========                                                            ============

Weighted average shares outstanding           4,520,254         2,000            754      1,952,210      (2,754)      6,472,464
                                            ===========   ===========   ============   ============   ==========   ============
</TABLE>

                                      F-12

<PAGE>


<table>
<CAPTION>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                  BALANCE SHEET
                                DECEMBER 31, 2003

                                                                               Record
                                                                              Purchase
                                                                             Accounting
                                                                              West Pier
                                                                                 and
                                        Jove       West Pier     Michigan     Michigan     Elimination
                                    Corporation   Corporation   BIDCO Inc.   BIDCO Inc.      Entries     Consolidated
                                    -----------   -----------  ------------   ------------   ----------   ------------
ASSETS
<S>                                 <C>           <C>          <C>           <C>            <C>           <C>
Cash                                $   953,380   $     7,827  $     1,833   $          -   $         -   $    963,040
Advances on loans                             -             -      222,389              -             -        222,389
Other receivables                         3,000             -            -              -             -          3,000
Notes receivable                        450,500        71,884            -              -      (35,000)        487,384
Loans receivable                              -             -      130,848              -             -        130,848
Real estate investments                       -       600,459       90,960              -             -        691,419
Investments                              65,000       296,360            -              -             -        361,360
Accrued interest receivable               3,062             -            -              -             -          3,062
Prepaid expenses                              -             -        3,974              -             -          3,974
                                    -----------   -----------  -----------   ------------   -----------   ------------
  TOTAL ASSETS                      $ 1,474,942   $   976,530  $   450,004   $          -   $  (35,000)   $  2,866,476
                                    ===========   ===========  ===========   ============   ===========   ============

LIABILITIES
Accounts payable                    $         -   $         -  $   189,629   $          -   $         -   $    189,629
Accrued expenses                         53,868             -       11,784              -             -         65,652
Mortgage payable                              -       388,000            -              -             -        388,000
Note payable                                  -       147,585       35,000              -      (35,000)        147,585
Mandatorily redemable preferred stock         -       182,125            -              -             -        182,125
Dividend payable                              -             -       90,000              -             -         90,000
                                    -----------   -----------  -----------   ------------   -----------  -------------
  Total liabilities                      53,868       717,710      326,413              -   $  (35,000)      1,062,991
                                    ===========   ===========  ===========   ============   ===========   ============

Minority interest                   $         -   $         -  $        -    $     77,435   $  (77,435)   $          -
                                    -----------   -----------  -----------   ------------   -----------   ------------

STOCKHOLDERS' EQUITY
  Common stock                        4,520,254         2,000      754,000      1,196,210             -      6,472,464
  Preferred stock                             -             1      600,000              -             -        600,001
  Accumulated other comprehensive
    income                                    -       127,200            -              -             -        127,200
  Additional paid in capital         24,170,092       334,297            -      (993,174)             -     23,511,215
  Accumulated deficit               (27,269,272)     (204,677) (1,230,409)      (280,471)        77,435   (28,907,394)
                                    -----------   -----------  -----------   ------------   -----------   ------------
     Total stockholders' equity       1,421,074       258,820      123,591       (77,435)        77,435      1,803,485
                                    -----------   -----------  -----------   ------------   -----------   ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                $ 1,474,942   $   976,530 $    450,004   $          -   $  (35,000)   $  2,866,476
                                    ===========   =========== ============   ============   ===========   ============


                                      F-13
</TABLE>

<PAGE>

<table>
<CAPTION>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


                             STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2003

                                                                                       Purchase
                                                Jove       West Pier     Michigan    Accounting   Elimination
                                            Corporation   Corporation   BIDCO Inc.     Entries      Entries       Consolidated
                                            -----------   -----------  ------------   ------------   ----------   ------------
REVENUES


<S>                                        <C>           <C>          <C>            <C>            <C>            <C>
Gain on sale of real estate investment     $  1,073,633  $         -  $          -   $         -    $          -   $   1,073,633
Market value adjustment on investments and
loans                                                -             -     (548,640)             -               -        (548,640)
Other investment loss                                -             -     (568,880)             -               -        (568,880)
Interest income                                 15,161             -        20,675             -               -          35,836
Other                                           15,000             -        41,196             -               -          56,196
                                           -----------   -----------  ------------   ------------   ------------   -------------
   Total revenues                            1,103,794             -   (1,055,649)             -               -          48,145

EXPENSES

Interest on borrowed funds                      31,732        27,098             -             -               -          58,830
Loss on investments                                  -        66,456             -             -               -          66,456
General and administrative                     313,736        40,721        39,111             -               -         393,568
                                           -----------   -----------  ------------   ------------   ------------   -------------
   Total expenses                              345,468       134,275        39,111             -               -         518,854
                                           -----------   -----------  ------------   ------------   ------------   -------------

Income (loss) before federal income taxes      758,326     (134,275)   (1,094,760)             -               -        (470,709)
Taxes:
     Current                                         -             -     (131,400)             -               -        (131,400)
                                                     -             -                           -               -
     Deferred                                        -             -       141,400             -               -         141,400
                                           -----------   -----------  ------------   ------------   ------------   -------------
Net income (loss) before minority interest     758,326     (134,275)   (1,104,760)             -               -        (480,709)

Minority interest                                    -             -             -             -          77,435          77,435
                                           -----------   -----------  ------------   ------------   ------------   -------------

Net income (loss)                          $   758,326   $ (134,275)$  (1,104,760)   $         -    $     77,435   $    (403,274)

Preferred dividends                                  -             -        45,000             -               -          45,000
                                          ------------   -----------  ------------   ------------   ------------   -------------

Net income (loss) applicable to common
shares                                    $    758,326   $ (134,275) $ (1,149,760)   $         -    $     77,435        (448,274)
                                          ============   =========== =============   ============   ============   =============
Net income (loss) per share               $        .17             -             -             -               -   $       (.07)
                                          ============   =========== =============   ============   ============   =============

Weighted average shares outstanding          4,520,254         1,500           754      1,952,210        (2,254)      6,472,464
                                          ============   =========== =============   ============   ============   ============

</TABLE>


NOTE 3 - REAL ESTATE INVESTMENTS

At December 31, 2004 and 2003, real estate investments consisted principally of
15.07 acres of development land in Washtenaw County, Michigan. Real estate
investments were carried at the lower of cost or estimated realizable value at
December 31, 2004 and 2003. Costs necessary to prepare the property for its
intended use were capitalized during December 31, 2004 and 2003.

In December 2004, the Company entered into a contingent purchase agreement for
the sale of the 15.07 acres of development land in Washtenaw County, Michigan.
The sales price is $1,463,000. The sale is contingent on the buyer satisfying
due diligence in his sole discretion. The Company has no assurance the sale will
ultimately close. The Company anticipates net receipts of approximately $740,000
in 2005 after payment of costs and liabilities if the sale is consummated and,
as such, has reported the land as a current asset. The carrying amount of the
land on the accompanying balance sheet was $611,898 and $600,4559 at December
31, 2004 and 2003, respectively.

The Company also has property acquired as a result of the foreclosure of a loan
to Escanaba Paper Converting Company, LLC. This real estate investment is valued
at the lower of cost or estimated net realizable value at December 31, 2004 and
2003. The carrying amount of the land on the accompanying balance sheet was
$83,900 and $90,960 at December 31, 2004 and 2003, respectively.

                                      F-14
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 18, 2003, the Company sold a 59.49 acre parcel of undeveloped real
estate in the Township of Chesterfield, Macomb County, Michigan to a non-related
party for cash and a participation interest in a note receivable. The Company
sold the real estate for approximately $2.1 million, and after payment of
expenses of sale and loans on the real estate, received aggregate net proceeds
of $1,504,564 consisting of (a) $1,107,763 in cash and (b) a $450,500, or 26.5%,
participation in a $1,700,000 promissory note pursuant to a Participation
Agreement dated June 18, 2003, between the Company and Keybank National
Association. The note was paid in full in October 2004.

NOTE 4 - ADVANCES ON LOANS

The Company has a participation interest in certain loans made by the United
States Department of Agriculture ("USDA"). Under an agreement with the USDA, the
Company is required to advance certain expenses payable (e.g., taxes and
insurance) in order to maintain the assets that secure the loans. The amount
shown on the balance sheet as a current asset for advances on loans at December
31, 2004, represents advances collected by the Company in March 2005. The amount
shown on the balance sheet as a long term asset for advances on loans at
December 31, 2004, represents the remaining advances, which the Company does not
expect to collect during 2005.
<table>
<CAPTION>

NOTE 5 - NOTES RECEIVABLE
                                            Current Asset   Long Term Asset   Current Asset   Long Term Asset
                                              12/31/04          12/31/04         12/31/03        12/31/03
                                             ---------         ---------        ---------       ---------
<S>                                          <C>               <C>              <C>             <C>
    Fusion RX note                           $   5,851         $  55,623        $       -       $  36,884
    26.5% participation in a $1,700,000
        promissory note, which was paid in
        full in October 2004.                        -                 -        $ 450,500               -
                                             ---------         ---------        ---------       ---------
                                             $   5,851         $  55,623        $ 450,500       $  36,884
                                             =========         =========        =========       =========
</TABLE>

The Fusion RX note is in default. The Company has obtained a default judgment
against one of the borrowers. The note is recorded at the net present value of
the expected future payments, discounted at an interest rate of 5.5%. During
2004, the monthly payments received related to the note increased from $300 to
$500. As a result, the Company adjusted the net present value of the note at
December 31, 2004. The current portion represents an estimate of principal
payments for 2005.

NOTE 6 - LOAN RECEIVABLE
                                      December 31,            December 31,
                                         2004                    2003
                                 ---------------------  -----------------------
                                    Cost   Fair Value     Cost     Fair Value
                                  -------  ----------   ---------  ----------

Loan receivable - Active Homes   $712,180    $130,848   $712,180     $130,848
                                 ========    ========   ========     ========

The above loan currently is in foreclosure and the Company does not expect that
any proceeds will be received in 2005. As such, the loan is classified as a long
term investment. The fair value is based on the estimated net proceeds allocated
to the Company upon the sale of the related real estate.

                                      F-15
<PAGE>


                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 7 - INVESTMENTS

Investments consisted of the following:

                                                     For year ended December 31,
                                                     ---------------------------
                                                           2004          2003
                                                         ---------    ---------
      Investments accounted for under the equity method:
      Loop Process Systems common stock                 $ 278,900    $       -
      MessageWay Solutions common stock                    56,278            -
                                                        ---------    ---------
                                                        $ 335,178    $       -
                                                        ---------    ---------
      Securities available for sale:
      i2 Telecom common stock                           $  65,000    $  65,000
      City Fed preferred stock                             89,160       89,160
      University Bank stock                               144,800      207,200
                                                        ---------    ---------
                                                        $ 298,960    $ 361,360
                                                        ---------    ---------
      Total investments                                 $ 634,138    $ 361,360
                                                        =========    =========
<table>
<CAPTION>



Available-for-sale securities are reported at fair value with unrealized gains
or losses included in other comprehensive income (loss). The fair value of the
securities was determined by quoted market prices of the underlying security.
For purposes of determining gross realized gains, the cost of available-for-sale
securities is based on specific identification.

                                                                             Gross          Gross
                                                            Aggregate      unrealized    unrealized
                                                            fair value       gains         losses        Cost
                                                            ----------     ----------       ------    -----------
<S>                     <C> <C>                               <C>            <C>            <C>          <C>
For year ended December 31, 2004                              $298,960       $ 64,800       $-0-         $234,160
For year ended December 31, 2003                              $361,360       $127,200       $-0-         $234,160
</TABLE>

i2 Telecom Common Stock

In December 2003, the Company purchased $65,000 of 6% Convertible Senior Notes
issued by i2 Telecom International, Inc. The Company converted the Senior Notes
into shares of convertible preferred stock in January 2004. In February 2004, i2
Telecom completed a "reverse merger" with a public shell corporation. As a
result, i2 Telecom common stock now trades on the OTC Bulletin Board under the
symbol "ITUI." In April 2004, the Company executed the documents to convert the
preferred stock to i2 Telecom common stock and in June 2004 the shareholders of
i2 Telecom approved an amendment to i2 Telecom's articles of incorporation that
automatically triggered the conversion of the preferred stock into shares of i2
Telecom common stock. As of December 31, 2004, the Company holds 130,634 shares
of i2 Telecom common stock. Under the terms of the merger agreement between i2
Telecom and the public shell corporation, up to an additional 14,395 shares of
i2 Telecom common stock may be issued to the Company, pending the outcome of a
third party lawsuit against i2 Telecom. The shares of i2 Telecom common stock
held by the Company are "restricted securities" under applicable securities
laws. Pursuant to an agreement, in October 2004 i2 Telecom registered 51,822
shares of the i2 Telecom stock owned by the Company and the Company can now sell
these shares without restriction. The balance of the Company's shares of i2
Telecom can be sold pursuant to SEC Rule 144 beginning on February 1, 2005.

Effective April 22, 2004, the Company entered into an agreement with i2 Telecom
pursuant to which it will pay i2 Telecom up to $60,000 for engineering and
product development services. i2 Telecom will use these funds to design and
develop a prototype device that will enable facsimile machines to interoperate
with i2 Telecom's VOIP telecommunications network in order to transmit facsimile
messages over the Internet instead of by traditional telephone lines. In return,
the agreement provides the Company with the worldwide exclusive right for 30
years to market and distribute the VOIP/fax device, excluding i2 Telecom's right
to manufacture and distribute its own

                                      F-16
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

products containing the device. Under the agreement, the Company will pay to i2
Telecom 60% of the "net revenue" it derives from marketing and sales of VOIP/fax
devices and related services, with "net revenue" defined as sales less cost of
goods sold and less shipping. Also under the agreement, the Company will retain
100% of any revenue derived from installation or training services provided in
connection with sales of VOIP/fax devices. Due to the contingent nature of the
above transaction, no liability has been recorded on the accompanying financial
statements at December 31, 2004.

At December 31, 2004 and 2003, the Company's investment in i2 Telecom common
stock is recorded at fair market value.


Loop Process Systems, Inc. Common Stock

In January 2004, the Company acquired 25% of the outstanding stock of Loop
Process Systems, Inc. ("Loop"). In connection with the stock purchase, the
Company was obligated to fund up to $250,000 as a component of project funding
for a pre-commercialization demonstration trial of Loop's proprietary
technology. The total project costs were estimated at $470,000 CDN and the
balance of the project funding was derived from Canadian government technology
grants and the project co-sponsor, Dofasco, Inc., the largest steel producer in
Canada. The Company funded the entire $250,000 to Loop under this agreement
during the first and second quarters of fiscal 2004. The Company's investment is
secured by all of Loop's assets and the anticipated Canadian Federal Research
Tax Credits that will follow the completion of the Dofasco demonstration trials,
which Loop currently anticipates will occur in April 2005. The Company estimates
that this security collateralizes approximately 70% of its equity investment in
Loop. Upon successful outcomes from the Dofasco trials, the Company will release
all the collateral.

In June 2004, the Company purchased shares representing an additional 5.0% of
Loop's outstanding stock from CCG Partners, LLC, which is owned by Clifton S.
Crockatt, the Company's President and Chief Executive Officer, and Dennis M.
Agresta, the Company's Chief Financial Officer, for a purchase price of $50,000.
The Company purchased the shares from CCG Partners at the original price per
share paid by CCG Partners for such shares in January 2004, which was the same
price per share paid by the Company for its original 25% interest in Loop. As a
result, as of December 31, 2004, the Company owned 30% of Loop's outstanding
stock at an aggregate purchase price of $300,000. The Company recorded a loss of
$21,100 on its investment in Loop for the year ended December 31, 2004.

The Company's investment in Loop common stock is accounted for under the equity
method at December 31, 2004.

MessageWay Solutions, Inc. Common Stock

On May 28, 2004, the Company paid $100,000 for approximately 27.4% of the common
stock of BCE Emergis Systems, Inc. ("BCE") as part of a management-led buyout of
BCE, which was an indirect subsidiary of Bell Canada. Effective August 3, 2004,
BCE changed its name to MessageWay Solutions, Inc. ("MessageWay"). In connection
with this transaction, the Company and each of the other purchasers (a) pledged
their respective shares of MessageWay as security for MessageWay's obligation to
pay an additional $550,000 of the purchase price, and (b) personally guaranteed
payment of MessageWay's obligation to pay an additional $550,000 of the purchase
price. Due to various contingencies associated with this transaction, the
Company's potential $550,000 obligation has not been recorded on the
accompanying financial statements. In addition, the Company and the other
shareholders of MessageWay entered into an agreement that (1) gives MessageWay
and the other shareholders the right to buy the Company's stock of MessageWay,
at the Company's cost plus 7% per annum interest, if the Company is not directly
responsible for at least $1.5 million of new client gross revenue by May 28,
2006; (2) the Company will have the right, from May 28, 2009, until May 28,
2011, to require MessageWay and/or the other shareholders to purchase all of the
Company's stock of MessageWay at the then-current fair market value of such
shares; and (3) the Company has the right to designate one-third of the members
of the MessageWay board of directors and the other shareholders will vote their
shares in favor of such designees. The Company recorded a loss of $43,722 on its
investment in MessageWay for the year ended December 31, 2004.


                                      F-17
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company's investment in MessageWay common stock is accounted for under the
equity method at December 31, 2004.

Internet Money Corporation Common Stock

On September 30, 2004, the Company acquired 100% of the outstanding stock of
Internet Money Corporation, a newly formed Delaware corporation ("IMC"), for
$4,978. The entire purchase price of $4,978 was initially allocated to goodwill.
In accordance with SFAS No. 142, management assessed the goodwill for impairment
at December 31, 2004. The Company recorded an impairment loss during the year
ended December 31, 2004 for the entire amount of the purchase. The impairment
loss has been included in general and administrative expenses.

Innovative Business Systems, LLC

On September 30, 2004, the Company acquired 100% of the membership interests of
Innovative Business Systems, LLC, a Michigan limited liability company ("IBS"),
from an unrelated third party for $2,342. See note 13. IBS is an approved IBM
software development partner and as such receives steep discounts on the
purchase of IBM hardware and software, including IBM software development tools.
The Company acquired IBS for tactical reasons in connection with its planned
development of software assets. The entire purchase price of $2,342 was
initially allocated to goodwill. In accordance with SFAS No. 142, management
assessed the goodwill for impairment at December 31, 2004. The Company recorded
an impairment loss during the year ended December 31, 2004 for the entire amount
of the purchase. The impairment loss has been included in general and
administrative expenses.

Investments in University Bank and CityFed Preferred Stock

The Company accounts for investments of marketable securities in accordance with
SFAS No. 115, Accounting for Certain Investments in Debt and Securities. At
December 31, 2004 the Company's investments in University Bank stock and City
Fed preferred stock were classified as available for sale and, as a result, were
reported at fair value. Fair value for the Company's investment in University
Bank stock was based on reported values on the Nasdaq Stock Market and fair
value of the Company's investment in City Fed preferred stock was determined
based on the net realizable value of liquidation of this investment. Unrealized
gains and losses are reported as a component of accumulated other comprehensive
income in stockholders' equity.

NOTE 8 - MORTGAGE  PAYABLE

Mortgage payable consisted of the following:
<table>
<CAPTION>

                                                                                     For year ended December 31,
                                                                                     ---------------------------
<S>                                                                                     <C>               <C>
                                                                                        2004              2003
                                                                                      ---------         --------
        Mortgage note payable, collateralized by a first mortgage on a real
        estate investment, interest only at 8% per annum                              $388,000          $388,000
                                                                                      ========          ========


The mortgage note payable is secured by the Company's interest in 15.07 acres of
development land in Washtenaw County, Michigan and a commercial building in
Escanaba, Michigan. The mortgage note payable was due on October 25, 2004. In
July 2004, an extension was executed which changed the maturity date to December
31, 2005. No principal payments were required in 2004 and 2003.

                                      F-18
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 - NOTES PAYABLE

       Notes payable consisted of the following:
                                                                                            December 31,
                                                                                      --------------------------
                                                                                        2004              2003
                                                                                      ---------         --------
      Demand notes payable to Arete Management, 8% per annum, no
        monthly payments are required                                                 $159,275          $147,585
      Demand note payable to Stephen Lange Ranzini, Joseph Ranzini, and Angela
        Ranzini, secured by shares of i2 Telecom, University Bank stock, City
        Fed Financial preferred stock and 2,000 shares of West Pier stock;
        interest only payments at 12% per annum are due monthly
        (See Note 13).                                                                 322,430                 -
                                                                                      --------          ---------
                                                                                      $481,705          $147,585
                                                                                      ========          ========
</TABLE>


NOTE 10 - INCOME TAXES

Federal income tax expense consists of the following for the years ended
December 31, 2004 and 2003:

                                             2004              2003
                                          ---------         ---------
Current expense                         $        -        $ (121,400)
Deferred expense                          (112,000)         (217,934)
                                          ---------         ---------
Change in valuation allowance               112,000           349,334
                                          ---------         ---------
                                        $        -        $    10,000
                                          =========         =========
The net deferred tax asset (liability) at December 31, 2004 and 2003 is
comprised of the following:


                                                     2004              2003
                                                 -----------      -----------
Net operating loss carryforward                  $  901,000       $  814,000
Valuation adjustment on loans and investments       490,000          465,000
Deferred tax assets                               1,391,000        1,279,000
Valuation allowance of deferred tax asset        (1,391,000)      (1,279,000)
                                                 -----------      -----------
Net deferred tax assets                          $       -        $       -
                                                 ===========      ===========


At December 31, 2004, the Company has net operating loss carryforwards of
approximately $2,648,000 available to offset future taxable income expiring
between 2005 and 2022. Utilization of net operating losses is subject to
limitation should there be a change of control as defined in the Internal
Revenue Code. During the year ended December 31, 2004, approximately $264,000 of
the Company's NOL carryforwards expired.

The change in the valuation allowance was $112,000 for the year ended December
31, 2004.

Reconciliation between the federal statutory rate and the effective tax rate for
the years ended December 31 2004 and 2003, is as follows:

                                                      2004              2003
                                                  -----------       -----------
Statutory rate applied to income before taxes     $  (112,000)      $ (160,041)
Effect of valuation allowance and other               112,000          170,041
                                                  -----------       -----------
                                                  $       -         $   10,000
                                                  ===========       ===========

                                      F-19
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 11 - MINORITY INTEREST

The Company owns approximately 88.5% of the outstanding common stock of MBDC.
Since the minority shareholder's share of MBDC's losses exceeded its interest in
the capital of MBDC during fiscal 2004 and 2003, the excess loss has been
charged against the Company's majority interest for the years ended December 31,
2004 and 2003.

NOTE 12 - STOCK OPTION PLANS

The Company currently does not maintain any equity compensation plans and there
are no shares of common stock currently authorized for issuance under any equity
compensation plans.

NOTE 13- RELATED PARTY TRANSACTIONS

CCG Partners, LLC managed the activities of the Company and provided corporate
offices for 2004 and 2003. CCG Partners is jointly owned by Clifton S. Crockatt,
President and CEO of the Company and Dennis M. Agresta, Chief Financial Officer
of the Company. University Bank provided management and consulting services to
the Company during 2004. Stephen Lange Ranzini, the Company's Chairman of the
Board, is Chairman and the controlling shareholder of University Bank and
Nicholas Fortson, the Company's Senior Vice President - Finance, is the Chief
Executive Officer of University Bank. Director Richard J. Guziatek and former
Chairman John E. Quinlan, Jr. acted as consultants to the Company for which they
were paid consulting fees in 2003. Stephen Lange Ranzini, the Company's Chairman
of the Board, is the Chairman and controlling shareholder of University Bank.
The amounts paid to such persons is detailed in the table below for the years
ended:

                                  December 31, 2004     December 31, 2003
                                  -----------------     -----------------

        CCG Partners                  $  48,000           $ 182,425
        University Bank                  48,000                   -
        Richard J. Guziatek                   -               5,000
        John E. Quinlan, Jr.                  -              16,810
                                      ---------           ---------
           Totals                     $  96,000           $ 204,235
                                      =========           =========


The Company had funds deposited in University Bank, Ann Arbor, Michigan,
totaling $73,738 and $939,446, respectively, at December 31, 2004 and 2003.
Stephen Lange Ranzini, the Company's Chairman of the Board, is the Chairman and
controlling shareholder of University Bank.

In March 2004, the Company extended to MBDC a $200,000 credit facility to
provide MBDC with operating liquidity. Stephen Lange Ranzini is Chairman of
MBDC. As of December 31, 2004, the Company had advanced a total of $199,213 to
MBDC under this facility. The note payable bears interest at the rate of 7.5%
per annum.

On March 24, 2004, the Company issued a $600,000 promissory note to University
Bank, Inc. as the consideration for all of the outstanding preferred stock of
MBDC. See note 5. The $600,000 promissory note bore interest at 7.5% per annum,
matured on December 31, 2004, and was secured by the assets of MBDC and West
Pier, as well as the Company's investments in i2 Telecom and Loop Process
Systems. Stephen Lange Ranzini is Chairman and the controlling shareholder of
University Bank. On December 29, 2004, the Company issued a promissory note in
the principal amount of $322,429 payable to Stephen Lange Ranzini, Joseph Lange
Ranzini, and Angela Lange Ranzini. The Company used the proceeds from the
promissory note to repay the amounts remaining outstanding under the promissory
note issued to University Bank on March 24, 2004, as the consideration for all
of the outstanding preferred stock of MBDC. Joseph Lange Ranzini and Angela
Lange Ranzini are Stephen Lange Ranzini's brother and sister, respectively. The
promissory note bears interest at 12.0% per annum, matures on December 31, 2005,
and is collateralized by (a) all of the shares of West Pier, (b) the Company's
line of credit with MBDC, and (c) the Company's interests in i2 Telecom,
University Bancorp, Inc., and CityFed Financial Corp.

                                      F-20
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In June 2004, the Company purchased shares representing 5% of Loop Process
Systems, Inc.'s outstanding common stock from CCG Partners, LLC, which is owned
by Clifton S. Crockatt, the Company's President and Chief Executive Officer, and
Dennis M. Agresta, the Company's Chief Financial Officer, for a purchase price
of $50,000. The Company purchased the shares from CCG Partners at the original
price per share paid by CCG Partners for such shares in January 2004, which was
the same price per share paid by the Company for its original 25% interest in
Loop.

On September 30, 2004, the Company acquired 100% of the outstanding stock of
Internet Money Corporation from Stephen Lange Ranzini, the Company's Chairman of
the Board. The Company paid $4,978 for the stock of IMC. The Company acquired
IMC, which is inactive and has never had any operations, for tactical reasons in
connection with its planned development of software assets.

On September 30, 2004, the Company acquired 100% of the membership interests of
Innovative Business Systems, LLC, a Michigan limited liability company ("IBS"),
from Christopher J. Weideman for $2,342. IBS is an approved IBM software
development partner and as such receives steep discounts on the purchase of IBM
hardware and software, including IBM software development tools. Mr. Weideman
was a member of IBS and became the Company's Chief Technology Officer upon
completion of the acquisition of IBS.

On December 30, 2004, the Company closed the acquisition of 100% of the common
stock of West Pier and approximately 88.5% of the common stock of MBDC. Stephen
Lange Ranzini, certain members of Mr. Ranzini's immediate family, and University
Bank, Inc. were the controlling shareholders of West Pier and MBDC. Stephen
Lange Ranzini is Chairman and the controlling shareholder of University Bank.
The Company issued an aggregate of 1,952,210 shares of common stock and
contingent and unsecured promissory notes totaling $923,846 to acquire these
companies. The contingent and unsecured notes have a ten-year term and bear
interest at 7.5% per annum. The terms of these notes defer payments and accrual
of interest until the Company receives revenue on the developmental software, at
which time 50% of any revenue derived from the developmental software will be
used to pay the outstanding principal and any accrued interest until the notes
are paid in full.

NOTE 14 - CONTINGENT LIABILITIES/LAWSUIT SETTLEMENTS

There are no legal proceedings in which the Company is currently involved at
December 31, 2004.

During the year ended December 31, 2003, the Company filed federal and state tax
returns for tax years 1990 through 2002. The Company does not expect to incur
liability as a result of its late filing of its federal and state income tax
returns. The Company has determined that any potential liability is not probable
nor can it be reasonably estimated.

NOTE 15 - GOING CONCERN

The Company's consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate the realization of assets and liquidation of liabilities in the
normal course of business and the continuation of the Company as a going
concern. As shown in the accompanying consolidated financial statements, the
Company has incurred significant losses during 2004 and 2003 and has an
immediate need to obtain outside capital to fund ongoing operating expenses. In
addition to the immediate need for capital to cover ongoing operating expenses,
Company management estimates that it may require up to $25 million of additional
capital over the next two years to finance further development of the
developmental software, as well as any additional capital that may be required
in connection with other acquisitions or business operations in which the
Company may engage in the future.

The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
should

                                      F-21
<PAGE>

                                JOVE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Company be unable to continue in existence. Management has taken steps to
obtain additional capital and is in the process of liquidating certain assets.
Management believes that actions being presently taken to obtain capital provide
the opportunity for the Company to continue as a going concern.

NOTE 16 - RESTATEMENT

The following tables reconcile the previously reported amounts to the restated
amounts as of and for the years ended December 31, 2004 and 2003. The Company
has restated its classification of mandatorily redeemable preferred stock from
stockholders' equity to a liability as required under SFAS No. 150. The
restatement decreased stockholders' equity by $215,777 at December 31, 2004, and
$182,125 at December 31, 2003, and increased liabilities by the same amount at
December 31, 2004 and 2003.

The following table reconciles the previously reported balance sheet at December
31, 2004, to the restated amounts:

<TABLE>
<CAPTION>
                                                         Mandatorily
                                                         Redeemable
                                                          Preferred                                   Total
                                                           Stock               Additional         Stockholders'
                                                         (liability)        Paid-in Capital          Equity
                                                        -------------       ---------------       -------------


<S>                                                   <C>                      <C>                   <C>
Previously reported amount                            $            -           $23,726,992           $  790,224
Reclassification of mandatorily redeemable
   preferred stock                                           215,777              (215,777)            (215,777)
                                                      ---------------     ------------------     ----------------
Restated amounts                                      $      215,777           $23,511,215           $  574,447
                                                      ===============     ==================     ================

The following table reconciles the previously reported balance sheet at December
31, 2003 to the restated amounts:

                                                        Mandatorily
                                                         Redeemable
                                                          Preferred                                   Total
                                                           Stock               Additional         Stockholders'
                                                         (liability)        Paid-in Capital          Equity
                                                        -------------       ---------------       -------------

Previously reported amount                            $            -           $23,693,340           $1,985,610
Reclassification of mandatorily redeemable
   preferred stock                                           182,125              (182,125)            (182,125)
                                                      ---------------    -------------------   ------------------
Restated amounts                                      $      182,125           $23,511,215           $1,803,485
                                                      ===============    ===================   ==================
</TABLE>

                                      F-22
<PAGE>




            EXHIBIT INDEX

Exhibit
Number        Description

    2.1     Purchase and Sale Agreement dated March 24, 2004, by and among the
            registrant and the shareholders of Michigan Business Development
            Company and West Pier Corporation (1)
    3.1     Restated Articles of Incorporation of Jove Corporation (Restated as
            of June 1, 2004) (2)
    3.2     Amended and Restated Bylaws. (3)
    4.1     Form of Common Stock certificate. (3)
   10.1     Agreement of Sale and Purchase, dated February 2003, by and between
            the Registrant and Gaetano T. Rizzo and Carlo J. Catenacci for the
            purchase and sale of real estate assets of the Registrant. (3)
   10.2     Amendment No. 1 to Agreement of Sale and Purchase, dated March 12,
            2003. (3)
   10.3     Amendment No. 2 to Agreement of Sale and Purchase, dated March 25,
            2003. (3)
   10.4     Amendment No. 3 to Agreement of Sale and Purchase, dated April 1,
            2003. (3)
   10.5     Amendment No. 4 to Agreement of Sale and Purchase, dated April 1,
            2003. (3)
   10.6     Participation Agreement, dated June 18, 2003, by and between the
            Registrant and Keybank National Association. (3)
   10.7     Promissory note dated June 18, 2003, in the principal amount of
            $1,700,000, by Chesterfield Town Center LLC, as borrower, and
            Keybank National Association, as lender. (3)
   10.8     Real Estate Mortgage dated June 18, 2003, by and between
            Chesterfield Town Center LLC, as borrower, and Keybank National
            Association, as lender. (3)
   10.9     Intercreditor and Subordination Agreement dated June 18, 2003, by
            and among Comerica Bank, as senior lender, Keybank National
            Association, as subordinate lender, and Chesterfield Town Center
            LLC, as borrower. (3)
   10.10    Product Development and Distribution Rights Agreement dated April
            22, 2004, between the Registrant and i2 Telecom  International,
            Inc. (2)
   10.11    Guaranty dated May 28, 2004, executed by the Registrant in favor of
            BCE Emergis, Inc. (2)
   10.12    Pledge Agreement dated May 28, 2004, between the Registrant and BCE
            Emergis, Inc. (2)
   10.13    Stock Transfer Agreement dated March 24, 2004, among the registrant,
            Lyre, LLC, CCG Partners, LLC, and the shareholders of Michigan
            Business Development Company and West Pier Corporation.
              (1)
   10.14    Preferred Stock Purchase Agreement dated March 24, 2004, between the
            registrant and University Bank. (1)
   10.15(a) Contingent and Unsecured Promissory Note dated March 24, 2004, in
            the principal amount of $308,450.82, issued to Stephen Lange
            Ranzini. (1)
   10.15(b) Contingent and Unsecured Promissory Note dated March 24, 2004, in
            the principal amount of $369,685.25, issued to Clare Family Trust.
            (1)
   10.15(c) Contingent and Unsecured Promissory Note dated March 24, 2004, in
            the principal amount of $32,609.08, issued to Mildred Lange Ranzini.
            (1)
   10.15(d) Contingent and Unsecured Promissory Note dated March 24, 2004, in
            the principal amount of $213,100.85, issued to Mildred Lange Ranzini
            Trust. (1)
   10.16    Promissory Note dated March 24, 2004, in the principal amount of
            $600,000, issued to University Bank (1)
   10.17    Security Agreement dated March 24, 2004, between the registrant, as
            debtor, and University Bank, as secured party (1)
   10.18    Promissory Note dated December 29, 2004, in the principal amount of
            $322,429.47, issued to Stephen Lange Ranzini, Joseph Lange
            Ranzini, and Angela Ranzini (1)
   21       List of Subsidiaries
   33       Certification pursuant to SEC Release No. 33-8238, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   34       Certificate pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes Oxley Act of 2002.


<PAGE>

   ---------------------
*     Previously filed.
(1)   Incorporated by reference to the Registrant's Current Report on Form 8-K
      dated December 29, 2004, as filed on January 5, 2005.
(2)   Incorporated by reference to the Registrant's Form 10-QSB for the quarter
      ended June 30, 2004, as filed on August 13, 2004.
(3)   Incorporated by reference to the Registrant's Form 10-KSB for the year
      ended December 31, 2003, as filed on April 1, 2004.



<PAGE>

                                                                    Exhibit 31

            CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES-OXLEY

I, Clifton S. Crockatt, Chief Executive Officer of Jove Corporation, certify
that:

1. I have reviewed this Annual Report on Form 10-KSB of Jove Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have;

         a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

         b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial reporting
to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent
function);

         a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.

         Date: August 12, 2005          /s/ Clifton S. Crockatt
                                        -------------------------------
                                        Clifton S. Crockatt
                                        Chief Executive Officer
                                        (Principal Executive Officer)


<PAGE>



I, Dennis M. Agresta, Chief Financial Officer of Jove Corporation, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Jove Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have;

         a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

         b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial reporting
to the small business issuer's auditors and the audit committee of small
business issuer's board of directors (or persons performing the equivalent
function);

         a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.

         Date: August 12, 2005      /s/ Dennis M. Agresta
                                    --------------------------
                                    Dennis M. Agresta
                                    Chief Financial Officer
                                    (Principal Financial Officer)



<PAGE>



                                                                   Exhibit 32

                              CERTIFICATION OF THE
           PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            I, Clifton S. Crockatt, the CEO of Jove Corporation, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Annual Report of Jove Corporation on Form
10-KSB for the fiscal year ended December 31, 2004 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in such Annual Report on Form 10-KSB fairly
presents in all material respects the financial condition and results of
operations of Jove Corporation.

         Date: August 12, 2005      /s/ Clifton S. Crockatt
                                    ------------------------
                                    Clifton S. Crockatt
                                    Chief Executive Officer


            I, Dennis M. Agresta, the Chief Financial Officer of Jove
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Jove
Corporation on Form 10-KSB for the fiscal year ended December 31, 2004 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Jove Corporation.

         Date: August 12, 2005      /s/ Dennis M. Agresta
                                    --------------------------
                                    Dennis M. Agresta
                                    Chief Financial Officer