U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB


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

                     For the fiscal year ended June 30, 2005

[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE  EXCHANGE  ACT
              For the transition period from         to
                                            ---------  ---------

                         Commission File No.   001-15034

                       TELZUIT MEDICAL TECHNOLOGIES, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            FLORIDA                                         01-0656115
            -------                                         ----------
(State or Other Jurisdiction                            (I.R.S.  Employer
of Incorporation or Organization)                       Identification No.)


                          5422 CARRIER DRIVE, SUITE 306
                              ORLANDO, FLORIDA 32819
                              ----------------------
                    (Address of Principal Executive Offices)

                                 (407) 354-1222
                                 --------------
                           (Issuer's Telephone Number)

              Securities registered under Section 12(b) of the Act:

                                      None

              Securities registered under Section 12(g) of the Act:

          Common Stock, $.001 Par Value, 100,000,000 shares authorized


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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 [ ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not contained herein, and will not 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.   [ ]

Indicate  by  check  mark  whether  the  registrant  is  a  shell  company  (as
defined  in  rule  12b-2  of  the  Exchange  Act)  Yes  [ ]  No  [X]

Registrant's  revenues  for  the  year  ended  June  30,  2005:  $0.

<PAGE>

The  aggregate  market  value  of  the  Registrant's  common  stock  held  by
non-affiliates  of  the  Registrant  as  of  October  5,  2005 was approximately
$11,771,274  based upon the closing sales price of the Registrant's common stock
of $4.75 on October 5, 2005 (see Footnote (1) below).

As  of October 5, 2005,  29,327,052 shares of the Registrant's common stock, par
value  $.001, were outstanding. In addition, an aggregate of 8,356,840 shares of
common  stock  are  issuable  upon  the  conversion  of  5,014,104 shares of the
Company's Series A Convertible Preferred Stock currently issued and outstanding.

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

--------
(1)  Calculation based upon 2,478,163 of Registrant's Common Stock being held by
non-affiliates.  The  information  provided  shall  in no way be construed as an
admission  that  any  person  whose  holdings are excluded from the figure is an
affiliate or that any person whose holdings are included is not an affiliate and
any  such  admission  is hereby disclaimed. The information provided is included
solely for recordkeeping purposes of the Securities and Exchange Commission.

<PAGE>

                       TELZUIT MEDICAL TECHNOLOGIES, INC.
                                 AND SUBSIDIARIES
                                TABLE OF CONTENTS



                                                                          Page
                                                                          ----

PART I.                                                                     1

Item 1.     Description of Business                                         1
Item 2.     Description of Property                                        13
Item 3.     Legal Proceedings                                              14
Item 4.     Submission of Matters to a Vote of Security Holders            15

PART II.                                                                   16

Item 5.     Market for Common Equity, Related Stockholders Matters and
            Small Business Issuer Purchases of Equity Securities           16
Item 6.     Management's Discussion and Analysis or Plan of Operation      17
Item 7.     Financial Statements                                           F-i
Item 8.     Changes In and Disagreements With Accountants on Accounting
            and Financial Disclosure                                       26
Item 8A.    Controls and Procedures                                        26
Item 8B.    Other Information                                              26

PART III.                                                                  26

Item 9.     Directors and Executive Officers of the Registrant             26
Item 10.    Executive Compensation                                         30
Item 11.    Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                     34
Item 12.    Certain Relationships and Related Transactions                 36
Item 13.    Exhibits                                                       38
Item 14.    Principal Accountant Fees and Services                         39

<PAGE>

PART I.

ITEM  1.     DESCRIPTION  OF  BUSINESS

A.   BUSINESS  DEVELOPMENT

     Telzuit Medical Technologies, Inc. (the "Company" or "Telzuit Medical") was
incorporated  in Florida on September 26, 2001 under the name Nimbus Group, Inc.
On  April  1,  2004,  the  Company changed its name from "Nimbus Group, Inc." to
"Taylor  Madison  Corp."  On  August 18, 2005, the Company changed its name from
"Taylor Madison Corp." to its current name, "Telzuit Medical Technologies, Inc."

     On  September  26,  2001,  Telzuit  Medical,  Take  To Auction.com, Inc., a
Florida  corporation  ("TTA"),  and  TTA  Solutions, Inc., a Florida corporation
("TTA  Solutions"),  entered  into  an Agreement and Plan of Merger (the "Merger
Agreement")  resulting  in a reorganization of their corporate structures. Prior
to  the completion of the transactions contemplated in the Merger Agreement, TTA
Solutions  was  a  wholly-owned subsidiary of the Company, and the Company was a
wholly  owned  subsidiary  of  TTA.  Under  the  Merger  Agreement,  TTA and TTA
Solutions  effectuated a statutory merger under Section 607.11045 of the Florida
Business  Corporations  Act  (the "Merger"). In accordance with the Merger, each
outstanding  share of TTA Solutions common stock was converted into one share of
common  stock of TTA as the surviving corporation. In addition, under the Merger
Agreement,  each outstanding share of common stock of TTA was converted into the
right  to receive a share of common stock of the Company. Further, each share of
the  Company's  common  stock  outstanding  immediately  prior to the Merger was
cancelled  and retired. As a result of the Merger, the Company become the parent
corporation and sole shareholder of TTA. In addition, in 2001, Nimbus Jets, Inc.
("Nimbus  Jets")  was formed as a wholly-owned subsidiary of the Company for the
purpose of developing a national air taxi service.

     In  February  of  2003,  pursuant  to  a  formal plan designed to focus the
Company's  resources  on  Nimbus Jets and the development of a national air taxi
service,  the  Company  sold the technology and assets of TTA to Watch Junction,
Inc.  ("Watch") in exchange for $50,000 in cash and the return of 305,610 shares
of  the Company's common stock.  Watch Junction is owned by the former President
of TTA, Albert Friedman.  The Company has since abandoned its efforts to develop
a  national  air  taxi  service.

     During  fiscal  year  2004, the Company turned its focus to the development
and wholesale distribution of fragrances and skincare products, both proprietary
and  under  license.  In  connection  with  such  plan  for  the development and
wholesale distribution of fragrances, skincare products and  other products, the
Company  acquired licensing rights to certain brands that enabled the Company to
enter into sub-licensing and distribution agreements, which generated income for
the  Company  in 2004.  The Company did not directly manufacture any products or
take  positions  in  inventory.  Nimbus  Jets and TTA were dormant during fiscal
2004,  and  all  revenues  were  generated  by the Company, then known as Taylor
Madison  Corp.

                                      -1-
<PAGE>

     The  Company  discontinued  all operations in early 2005 and became a shell
company,  exploring the viability of acquiring an operating company. In April of
2005, the Company formed a wholly-owned subsidiary, Taylor Madison Holdings Inc.
("Taylor  Holdings")  and transferred all shares of stock of Nimbus Jets and TTA
to  Taylor  Holdings, pursuant to the Securities Purchase Agreement dated May 6,
2005,  referenced  as  Exhibit  Number  10.04  below  (the  "Securities Purchase
Agreement").  Taylor  Holdings  ownership was subsequently transferred to Lucien
Lallouz,  former  President  of Taylor Madison Corp., pursuant to the Securities
Purchase  Agreement.  The  transfer  constituted  full  satisfaction  of  all
outstanding obligations owed by the Company to Lucien Lallouz.

     On  May  6,  2005,  pursuant  to  its plan to acquire an operating company,
Taylor  Madison  entered  into  a  Share  Exchange  Agreement dated May 6, 2005,
referenced  as  Exhibit  Number  2.01  below  ( the "Share Exchange Agreement").
Pursuant to the Share Exchange Agreement, the Company acquired all of the issued
and  outstanding  capital  stock  of  Telzuit  Technologies,  Inc.  from Telzuit
Technologies, LLC, in exchange for 2,207,723 of the Company's Series B Preferred
Stock.  Upon  completion of the 1-for-31 reverse stock split on August 22, 2005,
such  shares of Series B Preferred Stock automatically converted into 26,492,676
shares  of  common  stock  of  the  Company.  By acquiring all of the issued and
outstanding  capital  stock  of Telzuit Technologies, Inc., the Company acquired
certain  know-how,  trade  secrets  and  other proprietary intellectual property
rights  relating to the development of ambulatory medical devices, including the
Bio-Patch  Wireless  Holter  Monitor  (collectively  referred  to  herein as the
"Bio-Patch  Technologies").

     At  a  special  meeting  of  the  shareholders held on August 18, 2005, the
shareholders  approved  a change of the Company's name from Taylor Madison Corp.
to  Telzuit  Medical Technologies, Inc, which is more synonymous with the nature
of  the  Company's  current  operations.

B.   BUSINESS  OF  THE  ISSUER

     OVERVIEW

     Telzuit  Medical  is  a  company  focused  on  researching,  developing and
marketing  ambulatory  medical  devices  which  monitor,  measure,  and  record
physiological  signals  generated  by the body.  Our initial product will be our
"Bio-Patch  Wireless  Holter  Monitor" (the "Bio-Patch" or the "Bio-Patch Holter
Monitor"), a 12-lead, wireless holter heart monitor which measures, records, and
transmits  physiological  signals  associated  with  a  patient's cardiovascular
system.

     The  Bio-Patch  is  attached  to  a patient's chest and consists of six (6)
electrodes  that are imbedded in a disposable bandage-like strip.  The Bio-Patch
captures  electrical  impulses  of  the  patient's  heart  and  transmits  this

                                      -2-
<PAGE>

information  to a cellular telephone-like device that the patient carries.  This
device  (the  "Unit")  measures  and  records  the  electrical  activity  of the
patient's  heart.  Every  two (2) to four (4) hours, the recorded information is
sent  through  cellular  telephone  towers,  frame  relay  systems and switching
stations.  Ultimately,  the recorded heart activity information is received by a
computer  or other device through which cellular or satellite communications can
be  transmitted,  and  then  evaluated  by  a  physician.  We  are developing an
intranet  type  of  communication  network  through which heart activity data is
transmitted  and  which we believe will be useful in implementing other wireless
monitoring  devices.


     DESCRIPTION  OF  HEART  MONITOR  SYSTEMS  AND  ECGS

     A  heart  monitor  system is a system used to monitor and record changes in
physiological  signals associated with a patient's cardiovascular system.  Heart
monitor  systems are used by heart specialists known as cardiologists to collect
physiological  data  for  electrocardiogram  or  "ECG"  tests for the purpose of
detecting  and  identifying  cardiovascular  disease.

     There  are several mobile heart monitoring devices currently being utilized
today  which  fall  into  two (2) main categories.  Event monitoring devices are
designed  to  detect  a specific heart symptom at or about the time it is taking
place.  Event  monitors  require  patients to determine if they are experiencing
unusual  heart activity and to hold a recording device to their heart.  Once the
heart  activity  is  recorded, the patient must call the physician and place the
recording  device  on  the handset of a  telephone.  The recorded information is
then  transmitted  over  the  telephone  to  the  physician  for  evaluation.

     The  other  type  of  heart monitoring device currently being prescribed by
physicians  is  designed to continuously record heart activity over a designated
period  of  time.  These devices, which are commonly known as "holter monitors,"
are  worn  by the patient, collect and store information, and are later returned
to  the  physician  for  evaluation.  Continuous heart monitoring devices do not
transmit  event  information  to  the physician while being worn by the patient.

     ECG  testing  incorporates  10  electrical sensory lead connectors that are
attached to vital areas of a patient's chest.  These sensory leads can detect an
array  of  heart  activity  and  other  related  information.  The design of our
Bio-Patch  provides for a full twelve-lead (clinical quality) ECG.  In addition,
the  Bio-Patch Wireless Holter Monitoring System (the "Bio-Patch System") can be
programmed  to transmit information at different time intervals.  Our device can
be  patient  activated  or  automatically  activated  based  on  a  physician's
prescribed  time  limits.  Because  the  Bio  Patch  records  information  on  a
continuous  basis and is also capable of transmitting event information upon its
occurrence,  we  believe  that  our  heart-monitoring  device  combines  the
technologies  of  both  event  and  continuous-type  heart  monitoring  devices.

                                      -3-
<PAGE>

DESCRIPTION  OF  CURRENT  PRODUCTS

     BIO-PATCH  WIRELESS  HOLTER  MONITOR

     In  December  2004,  we  completed the design, fabrication and testing of a
pre-production  model  of  our  first  product  for  commercialization,  our
battery-operated,  digital  12-lead  Bio-Patch  Wireless  Holter Monitor.  Since
then,  we  have  been  improving  the  Bio-Patch  by  creating  second and third
generation  products.  However, additional significant development has continued
regarding  the  entire Bio-Patch System.  The Bio-Patch System has a substantial
amount  of  highly-technical,  state-of-the-art  computer  hardware  as  well as
advanced  database  software,  Philips  Medical's  FDA-approved algorithm, and a
cellular  telephone-PDA  with  specially  designed  software,  all  of  which
communicate  to  transmit,  receive  and store a patient's biometric heart data.
Delivery  of  this  biometric  heart  data  to  the  treating physician is being
programmed,  as most physicians will wish to access information concerning their
patients via our internet web portal.  As discussed below, the Bio-Patch will be
used  as  the  primary component of a 12-lead ambulatory heart monitor system to
acquire,  process,  amplify  and  store  physiological  signal  data.

     The  Bio-Patch  is an ambulatory patient heart monitor and recording system
that  will allow a patient's heart to be continuously monitored over a period of
24  to  48  hours while the patient carries out his or her daily activities away
from  the  physician's  office  or  hospital.  The  Bio-Patch  is comprised of a
disposable  bandage-like  strip, which is imbedded with lead sensory connectors.
A  battery  attached  to  the  strip  activates  the  lead sensory connectors to
transmit  heart  activity information.  The battery life lasts between 24 and 48
hours,  at which time the patient must discard the old patch and replace it with
a new one.  We have estimated that our manufacturing cost for each patch will be
approximately  Twelve  Dollars  ($12.00).

     In operation, the Bio-Patch  will be used in conjunction with a Unit, which
includes  a  cellular telephone device (commonly referred to as a "PDA") capable
of  recording  the  data  transmitted  from  our Bio-Patch.  The testing we have
conducted and relied upon from independent sources has lead us to believe that a
properly  designed  PDA  device  is capable of recording information transmitted
from  our  Bio-Patch.  We,  therefore,  intend  to  acquire  the  Unit  from
manufacturers  of  PDA's,  modify  these  devices physically and equip them with
software  to  permit  the  transmission  of  heart  activity  received  from the
Bio-Patch.  We  intend  to  lease  each Unit at approximately Forty-Five Dollars
($45)  per  month  for  twelve  (12)  months.

     We  are  designing a communication system as an intranet through which data
collected  by  the  Bio-Patch  System  can  be  transmitted  through any form of
cellular  technology.  Information  transmitted  by  each  Unit  will  be routed
through  cellular  towers  to  a  switching  station maintained at our corporate
offices.  We  have  licensed  computer  software  that  will  monitor  the heart
activity  of  patients  wearing  our  Bio-Patch.  This  software, which has been
developed  by  Philips  Medical  and other medical service providers, can detect
irregular  heart  activity.

                                      -4-
<PAGE>

     Patients  using the Bio-Patch will be able to move around freely while data
is  collected  and  sent  in  near  real  time  from  the  patient module to the
monitoring  center.  At  the  conclusion  of  the  recording period, the patient
returns  the  Unit  to the cardiologist.  The patient's information, having been
sent  via  cell phone to the monitoring center, is then analyzed by the Philips'
algorithm.  After  the  prescribing  period, the physician is able to access the
patient  information  via  secure web portal and download raw data and a report.
The physician then interprets all of the  information available to him or her to
make  a  diagnosis.  The  Bio-Patch  System  is  entirely  diagnostic and is not
intended  to  be  a  life-saving  device.

DESCRIPTION  OF  NEW  PRODUCTS  AND  SERVICES

     BIO-PATCH  SLEEP  APNEA  DEVICE

     The  Company  has  filed  an application with the FDA for approval of a new
sleep  apnea  device  based  on  the  Bio-Patch  wireless  system.  Sleep  apnea
currently affects an estimated 12 to 25 million people in the United States.  We
anticipate  that  our  new  sleep  apnea  device  will  be able to assist in the
diagnosis  of  this  condition,  making  it  much less intrusive to the patient.

     ELDERLY  PATIENT  WIRELESS  MONITORING  SYSTEM

     The  Company  has patented a long-term monitoring device which utilizes the
proprietary  Bio-Patch  design  (the  "Elderly  Patient Wireless Monitor").  The
Elderly  Patient  Wireless  Monitor is designed primarily for use by patients in
nursing  homes  and other assisted-living facilities.  This product will be used
to measure basic biometric data on patients and will also be able to alert staff
if  a  patient  has  fallen.  The  patient's data is relayed to both a PDA and a
centralized  computer  monitor  to allow the patient's caregivers to monitor the
patient with greater accuracy and efficiency.  The Company anticipates that this
product  will  be  available  during  the  beginning  of  2006.

     MEDICAL  CLINICS

     The  Company  has identified key personnel who possess expertise in owning,
operating  and  building  medical  clinics.  The Company has decided to build on
this  expertise,  as well as the Company's prime location in Central Florida, to
target  the  opening  of  six  (6)  medical  clinics.  The Company believes that
expanding  its current business plan to include the operation of medical clinics
may  generate  positive operating results and a positive cash flow.  The Company
hopes  to  create  and  take  advantage of a synergy among the Company's medical
clinics,  the  Bio-Patch  and  the  pharmaceutical  companies  and  their chosen
Clinical  Research  Organizations.

                                      -5-
<PAGE>



COMPETITION

     The  market  for  ambulatory  medical  devices  is  highly competitive, and
competition  is  expected  to  continue  to  increase.  Many  of  our  existing
competitors have significantly greater financial, human, technical and marketing
resources than we do. Our competitors may develop products and services that are
superior  to  ours or that achieve greater market acceptance than our offerings.
We may not be able to compete successfully against current and future sources of
competition  and  competitive  pressures faced by us may have a material adverse
affect  on  our  business,  results  of operations and financial condition.  The
market  for  medical  monitoring  products  is characterized by rapidly changing
technology,  evolving  industry  standards, and price competition.  There are no
substantial  barriers  to  entry, and we expect that competition will be intense
and  may  increase.  We  cannot  assure  you  that  we  will  be able to compete
successfully  with  existing  competitors  or  new  competitors.  Our  principal
competitors  in  the  ambulatory  heart  monitor market include CardioNet, Inc.,
which  markets  a  3-lead,  ambulatory  ECG monitor system claimed to record and
wirelessly  transmit physiological data by radiofrequency (RF) to a handheld PDA
for  subsequent  modem  or  Internet  transmission; Cardiac Telecom, Inc., which
markets  an  ambulatory  heart monitor system claimed to wirelessly transmit ECG
data  by  way  of  a  processor/phone-connected  station;  Raytel Medical, which
markets  an  ambulatory  heart  monitor  system  claimed  to  transmit  data  by
telephone;  Mortara Instrument, which manufacturers and markets a 12-lead Holter
ECG  system;  and Card Guard, which markets event recorders as well as operating
monitoring  centers  through its two divisions in the United States, Instromedix
and  Lifewatch.

MARKET  SIZE

     Cardiovascular  disease is the leading cause of death in the industrialized
world.  According  to the American Heart Association's "Heart Disease and Stroke
Statistics-2005  Update"  (available  at  www.americanheart.org):

     -    Approximately  71,100,000  people  in  the  United  States suffer from
          one or more types of cardiovascular disease;

     -    Heart  disease  and  stroke,  the  principal  components  of
          cardiovascular  disease,  claim  more  lives in the United States each
          year than the next five leading causes of death combined;

     -    In  2002,  cardiovascular  disease  accounted  for  38% of all deaths,
          or one of every 2.6 deaths in the United States;

     -    Patients  who  have  suffered  heart  attacks  in  the  United  States
          number  7.1  million, congestive heart failure 4.9 million, and angina
          6.4 million; and

     -    In  2005,  the  estimated  direct  and indirect cost of cardiovascular
          disease in the United States will be $393.5 billion.

                                      -6-
<PAGE>

     The  Center  for  Disease  Control  has  stated that, if all forms of major
cardiovascular  disease  were  eliminated,  life expectancy would rise by almost
seven  years  while,  in comparison, if all forms of cancer were eliminated, the
gain  in  life  expectancy  would  be  only  three  years.

SALES  AND  MARKETING

     We  intend  to  market our products and services directly to physicians and
other  medical  care  providers,  and  plan to also use strategic alliances with
independent  medical distributors.  Once our heart monitoring device is ready to
market,  we  plan  to  assemble an in-house sales force to promote and offer our
products.  We  believe  that  a direct sales approach will enable us to maintain
control  over  our  relationship with the medical community and allow for better
product  feedback  to  take  place.

     Our  sales  staff  intends to promote our products and services at regional
and  national  conventions,  medical  trade  shows  and  through  professional
organizations.  We  will also seek sales assistance from outside companies, such
as AlphaMedica, whose promotional and educational programs are well known in the
medical  community.  We also intend to utilize more conventional means to market
and  promote  our  products and services, such as advertisements through medical
publications,  press  releases,  direct  mail,  internet  web  sites and product
samples.

PRICING  STRATEGY

     Unlike  other  suppliers  of  heart monitoring devices, we do not expect to
derive any significant revenues from our Bio-Patch or Bio-Patch System, and plan
to  provide these products to physicians at little to no cost.  Our revenues are
anticipated to come through reimbursements from Medicare and insurance providers
for  the  monitoring  and  information collecting services that we will provide.
Current  Medicare  and most insurance coverage provides reimbursements for heart
monitoring  and  analysis,  heart  activity  recording  and  patient  activation
services,  all  of  which we should qualify for once our product gets to market.

     Physicians  who  prescribe  heart-monitoring  devices  also  receive
reimbursements  from  Medicare  and  insurance  providers  for  patient hook-up,
patient  evaluation,  and  data  review  services  they  provide.

MANUFACTURING  CAPACITY

     To  date,  we  have  fabricated our prototypes and proof of concept devices
in-house.  Our  manufacturing  strategy  dictates  that we rely upon third party
FDA-certified  contract  manufacturers  or  joint-venture  partners,  both
domestically  and off-shore, to satisfy production requirements when we are able
to  introduce our products to market. Most of the components of our products are
standard  parts  available  from  multiple supply sources at competitive prices.
This,  coupled  with  the  significant  start-up cost advantages associated with
contractors,  particularly off-shore contractors, should minimize production and
product costs.

                                      -7-
<PAGE>

RESEARCH  AND  DEVELOPMENT

     We  currently  conduct  research  and  early  stage  development activities
in-house  with  engineering consultants.  We retain title to all improvements or
enhancements  to  our  technology  developed  by or worked on by our engineering
consultants  under  their  contracts.  The research and development expenses for
Telzuit  Technologies,  LLC during the fiscal years ending December 31, 2004 and
December  31,  2003  were  $341,303  and $ 438,101, respectively.  None of these
expenditures  were  borne  by customers.  We have budgeted $500,000 for research
and  development  for  the  fiscal  year  ending  June  30,  2006.

REGULATORY  OVERVIEW

     Our  products  are  medical  devices subject to extensive regulation by the
United  States  Food  and  Drug  Administration  ("FDA")  and  other  regulatory
agencies.  FDA  regulations govern, among other things, the following activities
that  we  perform  and  will  continue to perform in connection with our medical
devices:

-     product  design  and  development;
-     product  testing;
-     product  manufacturing;
-     product  labeling  and  packaging;
-     product  handling,  storage,  and  installation;
-     pre-market  clearance  or  approval;
-     advertising  and  promotion;  and
-     product  sales,  distribution,  and  servicing.

     Unless  an  exemption  applies, each medical device we wish to commercially
distribute  in  the  U.S.  must  first  receive  510(k)  clearance or pre-market
approval from the FDA.  The FDA classifies all medical devices into one of three
classes.  Devices deemed to pose lower risk are placed in either class I  or II,
which  requires  the  manufacturer  to  subject  to  the FDA a 510(k) pre-market
notification,  requesting clearance of the device for commercial distribution in
the  U.S.  Some  low  risk  devices  are  exempt from this requirement.  Devices
deemed  by  the  FDA  to  pose  the  greatest  risk,  such  as  life sustaining,
life-supporting  or  implantable  devices,  or  devices deemed not substantially
equivalent  to  a  previously  510(k)  cleared  device  are placed in class III,
requiring  pre-market  approval.

     The  510(k)  clearance  process  is  the  process applicable to our current
products.  To  obtain 510(k) clearance, we must submit a pre-market notification
to the FDA demonstrating that the proposed device is substantially equivalent to
a previously cleared 510(k) device, a device that was in commercial distribution
before  May 28, 1976, for which the FDA has not yet called for the submission of

                                      -8-
<PAGE>

pre-market approval applications, or is a device that has been reclassified from
class  III  to either class II or I.  The FDA's 510(k) clearance process usually
takes from three to twelve months from the date the application is submitted and
filed  by  the  FDA,  but  it  can  take  significantly  longer.

     After  a  device  receives  510(k)  clearance,  any modification that could
significantly  affect  its  safety  or effectiveness, or that would constitute a
major  change  in its intended use, will require a new 510(k) clearance or could
require  pre-market  approval.  The  FDA requires each manufacturer to make this
determination  initially,  but  the  FDA  can  review  any such decision and can
disagree  with  a  manufacturer's  determination.  If  the  FDA disagrees with a
manufacturer's  determination,  the  FDA  can  require the manufacturer to cease
marketing and/or recall the modified device until 510(k) clearance or pre-market
approval  is  obtained.

     A  pre-market  approval application must be submitted if the medical device
is  in  class  III  (although  the  FDA  has the discretion to continue to allow
certain  pre-amendment class III devices to use the 510(k) process) or cannot be
cleared  through  the  510(k) process. A pre-market approval application must be
supported  by,  among  other  things, extensive technical, preclinical, clinical
trials, manufacturing and labeling data to demonstrate to the FDA's satisfaction
the  safety  and  effectiveness  of  the  device.

     After  a  pre-market  approval  application is submitted and filed, the FDA
begins  an  in-depth  review of the submitted information, which typically takes
between  one  and  three  years,  but may take significantly longer. During this
review  period,  the  FDA may request additional information or clarification of
information  already  provided. Also during the review period, an advisory panel
of  experts  from  outside  the  FDA will be convened to review and evaluate the
application  and  provide  recommendations to the FDA as to the approvability of
the  device.  In addition, the FDA will conduct a pre-approval inspection of the
manufacturing facility to ensure compliance with Quality System regulations. New
pre-market  approval applications or pre-market approval application supplements
are  required  for  significant  modifications  to  the  manufacturing  process,
labeling and design of a device that is approved through the pre-market approval
process.  Pre-market  approval  supplements often require submission of the same
type  of  information  as  a  pre-market  approval  application, except that the
supplement  is  limited  to  information  needed to support any changes from the
device  covered  by  the  original  pre-market approval application, and may not
require  such  extensive  clinical  data  or the convening of an advisory panel.

     A clinical trial is almost always required to support a pre-market approval
application  and  is  sometimes  required  for a 510(k) pre-market notification.
Clinical  trials  generally  require  submission  of  an  application  for  an
investigational  device  exemption  to  the  FDA.  The  investigational  device
exemption  application must be supported by appropriate data, such as animal and
laboratory testing results, showing that it is safe to test the device in humans
and  that  the  investigational  protocol  is  scientifically  sound.  The
investigational  device exemption application must be approved in advance by the
FDA  for  a  specified  number  of  patients,  unless  the  product  is deemed a
non-significant  risk  device  and eligible for more abbreviated investigational
device exemption requirements. Clinical trials for a significant risk device may

                                      -9-
<PAGE>

begin  once  the investigational device exemption application is approved by the
FDA as well as the appropriate institutional review boards at the clinical trial
sites,  and  the  informed consent of the patients participating in the clinical
trial  is  obtained.

     After  a  medical  device  is placed on the market, numerous FDA regulatory
requirements  apply,  including,  but  not  limited  to  the  following:

     -    Quality  System  regulation  which  requires  manufacturers  to follow
          design,  testing,  control,  documentation and other quality assurance
          procedures during the manufacturing process;

     -    Establishment  Registration,  which  requires  establishments
          involved  in  the  production  and  distribution  of  medical devices,
          intended  for commercial distribution in the U.S. to register with the
          FDA;

     -    Medical  Device  Listing  which  requires  manufacturers  to  list the
          devices they have in commercial distribution with the FDA;

     -    Labeling  regulations,  which  prohibit  "misbranded"  devices  from
          entering  the  market  and  prohibit  the  promotion  of  products for
          unapproved  or  "off-label"  uses  and  impose  other  restrictions on
          labeling;

     -    Medical  Device  Reporting  regulations,  which  require  that
          manufacturers  report  to  the  FDA if their device may have caused or
          contributed  to  a  death  or serious injury or malfunctioned in a way
          that  would likely cause or contribute to a death or serious injury if
          it were to recur.

     Failure  to  comply  with  applicable regulatory requirements can result in
enforcement  action  by  the FDA, which may include one or more of the following
sanctions:

     -    fines, injunctions, and civil penalties;

     -    mandatory recall or seizure of our products;

     -    administrative detention or banning of our products;

     -    operating  restrictions,  partial  suspension  or  total  shutdown  of
          production;

     -    refusing  our  request  for  510(k)  clearance  or pre-market approval
          of new product versions;

     -    revocation  of  510(k)  clearance  or  pre-market approvals previously
          granted; and

     -    criminal penalties.

                                      -10-
<PAGE>

PATENTS  AND  LICENSES

UNITED  STATES  PATENT  APPLICATIONS

     We  hold  the  following  patent  applications filed with the United States
Patent  and  Trademark  Office:

     -    Serial  No.  10/476,437,  captioned  WIRELESS  MEDICAL  MONITORING
          APPARATUS  AND  SYSTEM  filed on October 3, 2003, which relates to the
          field  of  medical monitoring of patients and, more particularly, to a
          disposable  electrode  patch  and apparatus for wireless monitoring of
          medical patients;

     -    Serial  No.  60/701,016,  captioned  WIRELESS  MONITOR  FOR  SLEEP
          APNEA,  filed  on  July 20, 2005 which relates to a medical monitoring
          apparatus  and,  more specifically, to a wireless patch for monitoring
          sleep apnea; and

     -    Serial  No.  60/720,997,  captioned  ELDERLY  PATIENT  WIRELESS
          MONITORING  SYSTEM,  filed  on  September  27,  2005  which relates to
          medical  monitoring  and, more specifically, to a disposable electrode
          patch  and  apparatus  for wireless monitoring of elderly patients and
          similarly debilitated individuals.

Stephan  Kroecker  and  Rick  Krampe  are  the  inventors  named  in  the patent
applications  captioned  WIRELESS  MEDICAL  MONITORING APPARATUS AND SYSTEM. The
inventors  have  assigned  their  rights to Telzuit Technologies, LLC, and their
assignments  have been recorded with the U.S. Patent and Trademark Office. These
rights  have  subsequently  been assigned to Telzuit Technologies, Inc., and the
assignments have been recorded with the U.S. Patent and Trademark Office.

Michael Vosch is the sole inventor named in the patent applications for WIRELESS
MONITOR  FOR  SLEEP  APNEA  and  ELDERLY PATIENT WIRELESS MONITORING SYSTEM. The
inventor  has  assigned  his  rights  to  Telzuit  Technologies,  LLC,  and  the
assignments  have  been recorded with the U.S Patent and Trademark Office. These
rights  have  subsequently  been assigned to Telzuit Technologies, Inc., and the
assignments have been recorded with the U.S. Patent and Trademark Office.

We  currently  are waiting for initial comment from the United States Patent and
Trademark Office for utility patent application serial no. 10/476,437, captioned
WIRELESS MEDICAL MONITORING APPARATUS AND SYSTEM filed on October 3, 2003, which
generally  occurs between two and two and one-half years after submission, based
upon  current Patent and Trademark Office staffing levels. We anticipate that it
will  take  3  to  5  years  for  this  patent  application  to  issue.

Provisional  patent application serial no. 60/701,016 captioned WIRELESS MONITOR
FOR  SLEEP  APNEA  filed  on  July 20, 2005, and Serial No. 60/720,997 captioned
ELDERLY PATIENT WIRELESS MONITORING SYSTEM filed on September 27, 2005, will not
be examined by the United States Patent and Trademark Office. These applications
will  be  converted  to  a  utility  patent  application  within one year of the
provisional patent application filing date. Once the utility patent applications

                                      -11-
<PAGE>

are  filed,  initial  comment from the United States Patent and Trademark Office
should occur between two and two and one-half years after submission, based upon
current Patent and Trademark Office staffing levels.

FOREIGN  PATENTS  AND  PATENT  APPLICATIONS

We hold the following patents issued in foreign countries for our technology:

     -    South African Patent No. 2003/8435 issued November 24, 2004.

     -    Singapore Patent No. 200306482-1 issued May 3, 2002.

We also hold the following patent applications filed in foreign countries:

     -    Australia  -  Serial  No.  2002308580,  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on  October 27, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients;

     -    Canada  -  Serial  No.  2445385  captioned WIRELESS MEDICAL MONITORING
          APPARATUS  AND  SYSTEM filed on October 27, 2003, which relates to the
          field  of  medical monitoring of patients and, more particularly, to a
          disposable  electrode  patch  and apparatus for wireless monitoring of
          medical patients;

     -    Europe  -  Serial  No.  02769318.3  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on November 12, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients;

     -    India  -  Serial  No.  0178/DELNP/2003  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on  October 29, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients;

     -    Japan  -  Serial  No.  586810-2002  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on  October 29, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients;

     -    Mexico  -  Serial  No.  PA/a/2003/010059  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on  November 3, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients;

                                      -12-
<PAGE>

     -    New  Zealand  -  Serial  No.  529191  captioned  WIRELESS  MEDICAL
          MONITORING  APPARATUS  AND  SYSTEM  filed  on  October 29, 2003, which
          relates  to  the  field  of  medical  monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients; and

     -    South  Korea  -  Serial  No.  10-2003-7014237  captioned  WIRELESS
          MEDICAL  MONITORING  APPARATUS  AND  SYSTEM filed on October 24, 2003,
          which relates to the field of medical monitoring of patients and, more
          particularly,  to  a  disposable  electrode  patch  and  apparatus for
          wireless monitoring of medical patients.

COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS

     There are no special or unusual environmental laws or regulations that will
require  us  to make material expenditures or that can be expected to materially
impact  the  operation  of  our  business.

EMPLOYEES

     We  currently have seven (7) full-time employees and engage the services of
two  (2)  engineering, marketing and financial consultants on a part-time basis.
None  of  our  employees  are  represented  by a labor union and we consider our
relationships  with  our  employees  to  be  good.

C.    REPORTS  TO  SECURITY  HOLDERS

     We  are  a  public  company and file annual, quarterly and special reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  ("SEC").  Copies  of  the  reports,  proxy  statements  and  other
information  may  be  read  and copied at the SEC's Public Reference Room at 450
Fifth  Street,  N.W.,  Washington,  D.C.  20549.  You can request copies of such
documents  by  writing to the SEC and paying a fee for the copying cost. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC  at  1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that
                                                         ------------------
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  that  file  electronically  with  the  SEC.

ITEM  2.     DESCRIPTION  OF  PROPERTY

Our principal executive office is currently located at 5422 Carrier Drive, Suite
306,  Orlando,  Florida  32819.  Our premises occupy 2,688 square feet, which we
believe  to  be  adequate  for  our  current  operations.

                                      -13-
<PAGE>

The  lease  for  the  corporate  headquarters  is  for a two (2) year term which
commenced  on  June 1, 2004. The initial base annual rent under the lease during
the  term  of  the lease is $43,926, payable in equal monthly installments.  The
landlord  is  also  entitled  to  an  additional annual rent, payable in monthly
installments,  representing  our proportionate share of the property's operating
expenses,  such  as  property taxes, common area costs, parking lot maintenance,
and  administrative  expenses.  We  currently  do  not  have  any  plans for the
improvement  of  this  leased  property.

The  Company  intends  on  developing,  owning,  and  operating medical clinics.
Although, to date the Company has not opened any medical clinics, it anticipates
that,  as  it develops this new service, it will enter into commercial leases at
each clinic location.  Currently, the Company is not in active negotiations with
regard  to  any  specific  lease  or  location  for  a  medical  clinic.

ITEM  3.     LEGAL  PROCEEDINGS

Focused  Strategies, Inc. v. Telzuit Technologies, LLC and Telzuit Technologies,
--------------------------------------------------------------------------------
Inc.  On  June 8, 2005, Focused Strategies, Inc., a Florida corporation, filed a
----
Complaint  for  Damages and Declaratory Relief in the Circuit Court of the Ninth
Judicial  Circuit  in and for Orange County, Florida, titled Focused Strategies,
Inc.  v.  Telzuit  Technologies,  LLC  and  Telzuit Technologies, Inc., Case No.
48-2005-CA-004920-O (the "FSI Complaint").  In July, 2005, Telzuit Technologies,
LLC  and  Telzuit  Technologies,  Inc.  filed an Introduction, Answer, Defenses,
Counterclaims  and  Third  Party  Claims  of  the  Defendants  (the  "Answer and
Counter-Claim").  Telzuit  Technologies,  Inc  is  a  Florida  corporation  and
wholly-owned  subsidiary  of  Telzuit  Medical.  Telzuit  Technologies, LLC is a
Florida  limited  liability  company  which  owns  a  majority of the issued and
outstanding  capital  stock  of  Telzuit  Medical.

Telzuit  Technologies,  LLC hired Focused Strategies, Inc. to provide consulting
services  pursuant  to  an  Engagement  Agreement  dated  March  16,  2001, (the
"Engagement Agreement").  In the FSI Complaint, Focused Strategies, Inc. alleges
that  it performed its duties and obligations under the Engagement Agreement and
seeks damages of $818,678 for alleged unpaid professional fees and expenses.  In
addition,  in  the  FSI Complaint, Focused Strategies, Inc. requests declaratory
relief  seeking  (a)  a  determination  as  to  the current ownership of Telzuit
Technologies,  LLC, (b) a determination as to the controlling ownership group of
Telzuit  Technologies,  LLC,  and  (c) a determination as to the validity of the
Share  Exchange Agreement, dated May 6, 2005, between Telzuit Technologies, LLC,
Telzuit  Medical,  et.  al., providing for the transfer of all of the issued and
outstanding  capital  stock  of Telzuit Technologies, Inc. to Telzuit Medical in
exchange  for  capital  stock  of  Telzuit  Medical.

The  management  of  Telzuit  Technologies, LLC, Telzuit Technologies, Inc., and
Telzuit  Medical  believe  that  Focused  Strategies,  Inc.'s  claims  are  not
substantiated  by  the  facts,  are  without  merit,  and intend to defend their
positions  vigorously.    In the Answer and Counter-Claim, Telzuit Technologies,
Inc.  and  Telzuit Technologies, LLC  assert a number of defenses in response to
the  allegations made in the FSI Complaint, including fraud, breach of contract,

                                      -14-
<PAGE>

and  self-dealing.  In  addition,  in  the  Answer  and  Counter-Claim,  Telzuit
Technologies,  Inc.  and  Telzuit  Technologies,  LLC  have filed counter-claims
against  Mark  Krampe  based  on  fraud  and breach of contract and cross-claims
against MKCS, Inc. based on fraud and breach of implied contract.  In connection
with each of these claims,  Telzuit Technologies, Inc. and Telzuit Technologies,
LLC  seek  damages  in  excess  of  $15,000.

Except  as  set  forth  above, as of the date of this filing, there are no other
material  pending  legal  or governmental proceedings relating to our Company or
properties  to  which we are a party, and to our knowledge there are no material
proceedings  to which any of our directors, executive officers or affiliates are
a  party  adverse  to  us  or  which  have  a  material  interest adverse to us.

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

A  special  meeting of the stockholders of the Company was held at the Company's
offices,  located  at  5422 Carrier Drive, Suite 306, Orlando, Florida 32819, on
August 18, 2005 at 2:00 p.m., Eastern Daylight Savings Time. At the meeting, the
following actions were taken:

          (a)  James Tolan, Michael Vosch, Jon C. Stemples and Warren D. Stowell
     were  elected  to  serve  as directors until the next annual meeting of the
     shareholders  in  the  year  in  which  their  term expires and until their
     successors  are  elected and qualified, or until their earlier resignation,
     removal  from  office or death. Don Sproat, who was elected on or about May
     6,  2005,  continues  to serve as a director of the Company. Lucien Lallouz
     resigned  and  did not continue to serve as a director of the Company after
     the shareholder's meeting.

          (b)  Approval  of  a  1-for-31  reverse  stock split of the issued and
     outstanding common stock of the Company.

          (c)  An  amendment  to  the  Company's  Articles  of  Incorporation to
     increase  the  authorized  common  stock, par value $.001 per share, of the
     Company from 50,000,000 shares to 100,000,000 shares.

          (d)  An amendment to the Company's Articles of Incorporation to change
     the name of the Company to Telzuit Medical Technologies, Inc.

38,320,676  common  shares  voted  to elect each of the directors referred to in
Item  4(a),  and  38,320,676  common  shares  voted  to  approve  each  of  the
transactions  referred  to in Item 4(b), 4(c) and 4(d) above. No votes were cast
against  or  were  withheld with regard to each matter referred to in Item 4(a),
4(b),  4(c) and 4(d) above. Holders of 27,156,912 shares were not present at the
meeting  and  did  not  vote.

                                      -15-
<PAGE>

PART  II.

ITEM  5.     MARKET  FOR  COMMON  EQUITY, RELATED STOCKHOLDERS MATTERS AND SMALL
             BUSINESS  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

     Our  common  shares  are currently quoted on the OTC Bulletin Board (OTCBB)
under  the  symbol  "TZMT."  The  OTCBB  is  a regulated provider of pricing and
financial  information  for  the over-the-counter (OTC) securities market.  From
June  2004  until  commencement  of  quotation  on OTCBB on August 15, 2005, our
common  shares were quoted on the Pink Sheets under the symbol "TMDN."  Prior to
June  2004,  the common shares were quoted on the American Stock Exchange (AMEX)
under  the  symbol  "NMC."

     The  following  table  sets forth the quarterly high and low bid prices for
our  common  shares  for  the  periods  indicated.  The  prices  set forth below
represent  inter-dealer  quotations,  without  retail  mark-up,  mark-down  or
commission  and  may  not  be  reflective  of  actual  transactions.

<TABLE>
<CAPTION>

PERIOD (CALENDAR YEAR)  HIGH    LOW
---------------------  ------  ------
<S>                     <C>     <C>
2005:
Third Quarter          $ 0.23  $ 0.13
Second Quarter         $ 0.29  $0.016
First Quarter          $ 0.02  $0.016

2004:
Fourth Quarter         $0.035  $0.011
Third Quarter          $ 0.07  $0.025
Second Quarter         $ 0.10  $ 0.04
First Quarter          $ 0.10  $ 0.04

2003:
Fourth Quarter         $ 0.10  $ 0.07
Third Quarter          $ 0.10  $ 0.07
Second Quarter         $ 0.32  $ 0.07
First Quarter          $ 0.32  $ 0.16
</TABLE>


HOLDERS

     On  June  30,  2005,  there were 46 registered holders or persons otherwise
entitled  to hold our common shares pursuant to a shareholders' list provided by
our  transfer  agent,  American  Stock  Transfer & Trust Company.  The number of
registered  shareholders excludes any estimate by us of the number of beneficial
owners  of  common  shares  held  in  street  name.

                                      -16-
<PAGE>

DIVIDENDS

     We  have  never  paid  cash  dividends  on  our  capital  stock  and do not
anticipate  paying  any  cash  dividends with respect to those securities in the
foreseeable  future.  Our current business plan is to retain any future earnings
to  finance  the  expansion  and  development  of  our  business.  Any  future
determination  to pay cash dividends will be at the sole discretion of the Board
of  Directors  and  will  be  dependent upon our financial condition, results of
operations,  capital  requirements  and  other  factors,  as  our Board may deem
relevant  at  that  time.  Our Board of Directors has the right to authorize the
issuance  of  preferred stock, without further shareholder approval, the holders
of  which  may  have  preferences over the holders of the common stock as to the
payment  of  dividends.

SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following  table  provides  information  as of June 30, 2005 about the
Company's  common  stock  that may be issued to employees or directors under the
Company's  equity  compensation  plans.

<TABLE>
<CAPTION>

EQUITY COMPENSATION PLAN INFORMATION

                                                                      Number of securities
Plan Category    Number of Securities to     Weighted average         remaining available for
                 be issued upon exercise     exercise price of        future issuance under
                 of outstanding options,     outstanding options,     equity compensation
                 warrants and rights         warrants and rights      plans (excluding
                                                                      securities reflected in
                                                                      column (a))
                         (a)                        (b)                        (c)
<S>                      <C>                        <C>                        <C>

Equity compensation
plans approved by
stockholders             -0-                        -0-                        -0-

Equity compensation
plans not approved by
stockholders             (1)                        (1)                        (1)

TOTAL                    -0-                        -0-                        -0-
</TABLE>

(1)     As  of the end of the most recently completed fiscal year, there were no
compensation  plans under which equity securities of the Company were authorized
for  issuance.  However,  on  August  18,  2005,  the  Board of Directors of the
Company approved the Telzuit Medical Technologies, Inc. Equity Compensation Plan
of  2005  (the  "Plan").  A  total  of  2,024,000  shares  of  common  stock are
authorized  for  issuance  under  the  Plan.  The  Plan  was not approved by the
shareholders.

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

OVERVIEW

     Telzuit  Medical  is  a  development  stage company focused on researching,
developing  and marketing ambulatory medical devices which monitor, measure, and
record  physiological  signals generated by the body.   Our initial product will
be  our  "Bio-Patch  Wireless  Holter Monitor", a 12-lead, wireless Holter heart

                                      -17-
<PAGE>

monitor which measures, records,  and transmits physiological signals associated
with  a  patient's  cardiovascular  system.  The  Bio-Patch  is  attached  to  a
patient's  chest  and  consists of twelve (12) electrodes that are imbedded in a
disposable  bandage-like  strip.  The  Bio-Patch captures electrical impulses of
the  patient's heart and transmits this information to a cellular telephone-like
device  that  the  patient  carries.  This  device  measures  and  records  the
electrical  activity  of  the patient's heart.  Every two (2) to four (4) hours,
the  recorded information is sent through cellular telephone towers, frame relay
systems  and  switching  stations.  Ultimately,  the  recorded  heart  activity
information  is received by a computer or other device through which cellular or
satellite  communications can be transmitted, and then evaluated by a physician.
We  are developing an intranet type of communication network through which heart
activity data is transmitted and believe it will be useful in implementing other
wireless  monitoring  devices.   We  expect  to  introduce  the Bio-Patch to the
market  in  December  of  2005.

PRIOR  GOING  CONCERN;  DEVELOPMENT  STAGE  COMPANY

     In  early  2005,  the  Company  discontinued  operations and became a shell
company  with no operations.  On May 6, 2005, the Company entered into the Share
Exchange  Agreement  with  Telzuit  Technologies,  LLC.  Pursuant  to  the Share
Exchange  Agreement,  the  Company  acquired  all  of the issued and outstanding
capital  stock  of  Telzuit Technologies, Inc., in exchange for 2,207,723 of the
Company's  Series  B  Preferred  Stock.  By  acquiring  all  of  the  issued and
outstanding  capital  stock  of Telzuit Technologies, Inc., the Company acquired
certain  know-how,  trade  secrets  and  other proprietary intellectual property
rights  relating to the development of ambulatory medical devices, including the
Bio-Patch  Wireless  Holter  Monitor  (collectively  referred  to  herein as the
"Bio-Patch  Technologies").  As  a  result  of  the  closing of the transactions
contemplated  by  the  Share  Exchange Agreement, including the 1-for-31 reverse
stock  split,  the owners of Telzuit Technologies, LLC (including Donald Sproat,
James  Tolan,  and  Michael  Vosch,  each  officers  of  the  Company)  acquired
approximately  70%  of  our  voting capital stock, and our shareholders existing
immediately  prior  to the closing held approximately 2.5% of our voting capital
stock.

     We  currently  are a development stage company under the provisions of SFAS
No.  7,  and have negative cash flows from operations and no current established
source  of  revenue. We do not anticipate that we will start selling our initial
product  until  late  2005.  The  foregoing matters had raised substantial doubt
about  the  ability of our Company to continue as a going concern. However, as a
consequence  of  financings  we recently completed in May, June and July of 2005
for an aggregate of $4,456,860 , management now believes that we have sufficient
cash  to continue our business for at least the next twelve (12) months, and the
uncertainty  as  to  our  ability  to  continue  as  a  going  concern  has been
eliminated.  Telzuit  Technologies, LLC has incurred losses since inception. See
"Liquidity And Capital Resources" below.

                                      -18-
<PAGE>

     RECENT  EVENTS

     On May 6, 2005, the Company entered into the Securities Purchase Agreement,
pursuant to which it issued, effective as of May 6, 2005 (the "Effective Date"),
10%  Convertible  Debentures  having  an aggregate original principal balance of
$1,057,250.   The principal balance of the 10% Convertible Debentures is due, in
one  lump  sum  payment,  on  the  date one year from the Effective Date, unless
earlier  converted.  As  of  July  12,  2005,  all  debenture holders elected to
convert  their  debentures  into  "Units" comprised of (i) one share of Series A
Convertible  Preferred  Stock  of  the  Company  and  (ii)  one Class B Warrant.

     On June 27, 2005, the Company completed a portion of its Series A Preferred
private  placement  of  approximately  $3,199,610.  Pursuant  to  the Securities
Purchase  Agreement,  the Company, on June 27, 2005, issued (i) 1,449,620 shares
of  Series  A  Convertible  Preferred Stock (the "Series A Preferred Stock") and
(ii)  Class  B  Warrants  entitling  holders  of the Series A Preferred Stock to
purchase,  in the aggregate, 2,416,033 shares of the Company's common stock, par
value  $.001  per  share  (the "Common Stock"), at an exercise price of $.80 per
share.  The  Series  A  Preferred Stock converts into common stock at a price of
$.60 per share of Common Stock.

     On  June  24,  2005,  Telzuit  Technologies, Inc. d/b/a BioPatch Systems, a
wholly-owned subsidiary of the Registrant, entered into an agreement to purchase
equipment  from Technology Integration Group for IBM hardware and software for a
purchase  price  of  $411,000.

     On  August 18, 2005, James Tolan, Michael Vosch, Jon C. Stemples and Warren
D.  Stowell  were elected to serve as directors until the next annual meeting of
the  shareholders  in  the  year  in  which  their  term expires and until their
successors  are  elected  and  qualified,  or  until  their earlier resignation,
removal  from  office  or death.  Don Sproat, who was elected on or about May 6,
2005,  continues to serve as a director of the Company.  Lucien Lallouz resigned
and  did  not  continue  to  serve  as  a  director  of  the  Company  after the
shareholder's  meeting  held  on  August  18,  2005.

     On  August  18,  2005,  at  a  special  meeting  of the shareholders of the
Company, the shareholders approved, by the requisite majority vote, (a) to amend
the Company's Articles of Incorporation to increase the authorized common stock,
par  value $.001 per share, of the Company from 50,000,000 shares to 100,000,000
shares,  (b)  change  the  name  of the Company to Telzuit Medical Technologies,
Inc.;  and  (c)  to  effect  a  1-for-31  reverse  stock split of the issued and
outstanding  Common  Stock,  par  value  $.001  per  share,  of  the  Company
(collectively,  the  "Corporate  Actions"). NASDAQ effected the 1-for-31 reverse
stock  split  on  August 22, 2005, upon receipt of stamped Articles of Amendment
and  the  shareholders'  resolution approving the Corporate Actions, and Telzuit
Technologies,  LLC  converted  the  2,207,723  shares  of the Company's Series B
Preferred  Stock  into  26,492,676  shares  of  common  stock  of  the  Company
(calculated on a post 1-for-31 reverse split basis).

     On  August  18,  2005,  the  Board  of Directors of the Company named Chris
Phillips  to  serve  as a director of the Company.  Mr. Phillips will serve as a
Class  I  Director,  with  term  expiring  in  2007.

     On  August  19,  2005,  the  Company  accepted  an additional investment of
$200,000  as  part  of its Series A Preferred private placement of approximately
$3,399,610,  which  amount includes the $3,199,610 previously closed on June 27,
2005.  Pursuant to the Securities Purchase Agreement, the Company, on August 19,
2005,  issued  200,000  shares  of  Series A Convertible Preferred Stock and one
Class  B  Warrant entitling the holder thereof to purchase 333,334 shares of the
Company's  Common  Stock  at  an exercise price of $.80 per share.  The Series A
Preferred  Stock  converts  into  common  stock  at a price of $.60 per share of
Common  Stock.

RESEARCH  AND  DEVELOPMENT

     In  December  2004,  we  completed the design, fabrication and testing of a
pre-production  model  of  our  first  product  for  commercialization,  our
battery-operated,  digital  12-lead  Bio-Patch  Wireless  Holter  Monitor.  As
discussed  below,  the  Bio-Patch  will  be  used  as the primary component of a

                                      -19-
<PAGE>

12-lead  ambulatory  heart monitor system to acquire, process, amplify and store
physiological  signal  data.

     The  Bio-Patch  is an ambulatory patient heart monitor and recording system
that  will allow a patient's heart to be continuously monitored over a period of
24  to  48  hours while the patient carries out his or her daily activities away
from  the  physician's  office  or  hospital.  The  Bio-Patch  is comprised of a
disposable  bandage-like  strip, which is imbedded with lead sensory connectors.
A  battery  attached  to  the  strip  activates  the  lead sensory connectors to
transmit  heart  activity information.  The battery life lasts between 24 and 48
hours,  at which time the patient must discard the old patch and replace it with
a  new  one.  We have estimated that our manufacturing costs for each patch will
be  approximately  Twelve  Dollars  ($12.00).

     In  operation, the Bio-Patch will be used in conjunction with the Bio-Patch
System,  which  includes  a cellular telephone device (commonly referred to as a
"PDA")  capable  of  recording  the  data  transmitted  from our Bio-Patch.  The
testing  we  have conducted and relied upon from independent sources has lead us
to  believe  that  a  properly  designed  PDA  device  is  capable  of recording
information  transmitted  from  our Bio-Patch.  We, therefore, intend to acquire
the  Bio-Patch  System  from  manufacturers  of  PDA's,  modify  these  devices
physically  and  equip  them  with  software to permit the transmission of heart
activity  received  from  the  Bio-Patch.  We  intend  to  lease  each  Unit for
approximately  Forty  Five  Dollars  ($45)  per  month  for  twelve (12) months.

     We  are  designing a communication system as an intranet through which data
collected  by  our  Unit  can  be  transmitted  through  any  form  of  cellular
technology.  Information  transmitted  by  each  Bio-Patch System will be routed
through  cellular  towers  to  a  switching  station maintained at our corporate
offices.  We  have  licensed  computer  software  that  will  monitor  the heart
activity  of  patients  wearing  our  Bio-Patch.  This  software, which has been
developed  by  Philips  Medical  and other medical service providers, can detect
irregular  heart  activity.

     Patients  using the Bio-Patch will be able to move around freely while data
is  collected  and  sent  in  near  real  time  from  the  patient module to the
monitoring  center.  At  the  conclusion  of  the  recording period, the patient
returns  the  Unit  to the cardiologist.  The patient's information, having been
sent  via  cell phone to the monitoring center, is then analyzed by the Philips'
algorithm.  After  the  prescribing  period, the physician is able to access the
patient  information  via  secure web portal and download raw data and a report.
The physician then interprets all of the  information available to him or her to
make  a  diagnosis.  The  Bio-Patch  System  is  entirely  diagnostic and is not
intended  to  be  a  life-saving  device.

DESCRIPTION  OF  NEW  PRODUCTS

     BIO-PATCH  SLEEP  APNEA  DEVICE

     The  Company  intends to file an application with the FDA for approval of a
new  sleep  apnea  device  based  on the Bio-Patch wireless system.  Sleep apnea

                                      -20-
<PAGE>

currently affects an estimated 12 to 25 million people in the United States.  We
anticipate  that  our  new  sleep  apnea  device  will  be able to assist in the
diagnosis  of  this  condition,  making  it  much less intrusive to the patient.

     ELDERLY  PATIENT  WIRELESS  MONITORING  SYSTEM

     The  Company  has patented a long-term monitoring device which utilizes the
proprietary  Bio-Patch  design  (the  "Elderly  Patient Wireless Monitor").  The
Elderly  Patient  Wireless  Monitor is designed primarily for use by patients in
nursing  homes  and other assisted-living facilities.  This product will be used
to measure basic biometric data on patients and will also be able to alert staff
if  a  patient  has  fallen.  The  patient's data is relayed to both a PDA and a
centralized  computer  monitor  to allow the patient's caregivers to monitor the
patient with greater accuracy and efficiency.  The Company anticipates that this
product  will  be  available  during  the  beginning  of  2006.

      MEDICAL  CLINICS

     The  Company  has identified key personnel who possess expertise in owning,
operating  and  building  medical  clinics.  The Company has decided to build on
this  expertise,  as well as the Company's prime location in Central Florida, to
open  six  (6) medical clinics.  The Company believes that expanding its current
business  plan to include the operation of medical clinics may generate positive
operating  results  and  a  positive cash flow.  The Company hopes to create and
take  advantage  of a synergy among the Company's medical clinics, the Bio-Patch
and  the  pharmaceutical  companies  and  their  chosen  Clinical  Research
Organizations.

RESULTS  OF  OPERATIONS

     The  following  discussion  of  our  financial  condition  and  results  of
operations  should  be  read  in  conjunction  with  (1)  our  audited financial
statements  for  the year ended December 31, 2004 and explanatory notes included
as  part  of  this prospectus; (2) our audited financial statements for the year
ended  December  31,  2003  and  explanatory  notes  included  as  part  of this
prospectus, (3) our audited financial statements for the six month period ending
June 30, 2005 and explanatory notes included as part of this prospectus, and (4)
our  unaudited  financial  statements  for  the six month period ending June 30,
2004.  Historical  financial  information  presented  is  that  of  Telzuit
Technologies,  LLC,  the  legal  acquirer  of Telzuit Medical Technologies, Inc.
pursuant  to  the  Share  Exchange  Agreement.  Accordingly, the information for
fiscal  year  ended June 30, 2004 and June 30, 2003 previously reported by us is
not comparable to the corresponding period previously reported.

FISCAL  YEARS  ENDED  DECEMBER  31, 2004 AND DECEMBER 31, 2003; SIX MONTHS ENDED
JUNE  30,  2005  AND  JUNE  30,  2004  (UNAUDITED).

REVENUES.  Overall net revenues for the year ended December 31, 2004 were $0, as
compared  to  net  revenues  of  $0  for  the  year  ended December 31, 2003. In
addition,  overall  net  revenues  for the six month period ending June 30, 2005

                                      -21-
<PAGE>

were  $0, as compared to net revenues of $0 for the six month period ending June
30,  2004.  In  May  2005,  the  Company acquired Telzuit Technologies, Inc. and
changed  its  focus  to  the  development  of  ambulatory  medical  devices.

GENERAL  AND  ADMINISTRATIVE  EXPENSES.  General  and  administrative  expenses
consisted  of  payroll  and  related  expenses  for  executive,  accounting  and
administrative  personnel,  professional  fees  and  other  general  corporate
expenses.  General  and  administrative expenses for the year ended December 31,
2004  were  $843,307,  as  compared  to  general  and administrative expenses of
$777,945  for  the  year  ended  December  31,  2003.  In  addition, general and
administrative  expenses  for  the  six  month  period ending June 30, 2005 were
$1,247,045,  as compared to general and administrative expenses of approximately
$441,775  for  the  six  month  period  ending  June 30, 2004. These general and
administrative  costs  have  increased  as our activity levels have increased in
connection  with  the decision to change our business from a shell company to an
operating company.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenditures for the
year  ended  December  31,  2004  were  $341,303,  as  compared  to research and
development  expenditures  of  $438,101 for the year ended December 31, 2003. In
addition,  research and development expenditures for the six month period ending
June 30, 2005 were $86,446, as compared to research and development expenditures
of  $175,533  for  the six month period ending June 30, 2004. These research and
development expenses have decreased because most of the research and development
for our initial product, the Bio-Patch Wireless Holter Monitor, was completed in
2004, and the Company's subsequent products have been built off of the Bio-Patch
platform.

NET  INCOME  (LOSS).  The  net  loss  for  the  year ended December 31, 2004 was
$1,183,302,  as compared to a net loss of $1,215,492 for the year ended December
31,  2003.  The  net  loss  for  the  six  month period ending June 30, 2005 was
$1,493,608,  as  compared  to the net loss of approximately $616,349 for the six
month  period  ending  June 30, 2004. The increase in net loss for the six month
period  ending  June  30,  2005  is  primarily  due  to the costs related to the
acquisition of all of the outstanding stock of Telzuit Technologies, Inc.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Prior  to  the Share Exchange Agreement in May of 2005, wherein the Company
acquired an operating company, the Company primarily used debt financing to fund
its  operations.  In  connection  with  the  financings  and Securities Purchase
Agreements  recently  completed  in  May  and  June,  the Company received gross
proceeds of approximately $4,256,860 from the issuance of convertible debentures
and  the  private  placement  of  its  stock.  The  Company raised an additional
$200,000 in July, as part of those financings, bringing the total gross proceeds
to  $4,456,860.  As  a  result,  management  now  believes  that the Company has
sufficient  cash  to  continue  our  business  for at least the next twelve (12)
months.  Our plan of operation for the twelve-month period following the date of
this  prospectus  is  to  continue  marketing  activities  with  respect  to our
Bio-Patch  Wireless  Holter  Monitor, to continue product development activities
with  respect  to  our Bio-Patch sleep apnea device and Elderly Patient Wireless
Monitoring System, and to continue our plans to own and operate medical clinics.
We have budgeted $1,334,000 in cash costs for this twelve (12) month period.

                                      -22-
<PAGE>

     We  believe  that  our  cash  on  hand  will  be  sufficient to cover these
anticipated  expenditures.  Should  our  costs  and expenses prove to be greater
than we currently anticipate, or should we change our current business plan in a
manner that will increase or accelerate our anticipated costs and expenses, such
as through the acquisition of new products, the depletion of our working capital
would  be  accelerated.  To  the  extent  that  it  becomes  necessary  to raise
additional  cash in the future as our current cash and working capital resources
are  depleted,  we  will  seek to raise it through the public or private sale of
debt or equity securities, the procurement of advances on contracts or licenses,
funding  from  joint-venture or strategic partners, debt financing or short-term
loans,  or  a  combination  of  the  foregoing.  We  also  may  seek  to satisfy
indebtedness  without  any  cash  outlay through the private issuance of debt or
equity  securities.  We  currently  do  not have any binding commitments for, or
readily  available  sources  of,  additional  financing.  We cannot give you any
assurance  that we will be able to secure the additional cash or working capital
we  may  require  to  continue  our  operations.

 OFF-BALANCE  SHEET  ARRANGEMENTS

     We have no off-balance sheet arrangements.

 CRITICAL  ACCOUNTING  POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these consolidated financial statements requires us
to  make  estimates  and  judgments  that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets
and  liabilities.  For a description of those estimates, see Note 2, Significant
Accounting Policies, contained in the explanatory notes to our audited financial
statements for the year ended June 30, 2005 contained in this prospectus.  On an
on-going  basis, we evaluate our estimates, including those related to reserves,
deferred  tax  assets  and valuation allowance, impairment of long-lived assets,
fair  value  of  equity  instruments  issued  to  consultants  for  services and
estimates  of  costs to complete contracts.  We base our estimates on historical
experience  and  on  various  other assumptions that we believe to be reasonable
under  the  circumstances,  the  results  of  which  form  the  basis for making
judgments  about  the  carrying  value  of  assets  and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different  assumptions or conditions; however, we believe that
our  estimates,  including  those for the above-described items, are reasonable.

                                      -23-
<PAGE>

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  November  2004,  the  FASB  issued  SFAS  No. 151, "Inventory Costs, an
amendment  of  ARB  No.  43,  Chapter  4".  The amendments made by Statement 151
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and  wasted  materials (spoilage) should be recognized as current period charges
and  require  the allocation of fixed production overheads to inventory based on
the  normal capacity of the production facilities. The guidance is effective for
inventory  costs  incurred  during  fiscal  years beginning after June 15, 2005.
Earlier  application  is  permitted  for  inventory costs incurred during fiscal
years  beginning  after  November  23,  2004.  Telzuit Medical has evaluated the
impact  of  the  adoption  of  SFAS 151, and does not believe the impact will be
significant to the company's overall results of operations or financial position
since  Telzuit  Medical  currently does not have any manufacturing operations or
inventory.

     In  December  2004,  the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions."  The  amendments made by Statement 153 are based on the principle
that  exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged.  Further, the amendments eliminate the narrow exception
for  nonmonetary  exchanges  of  similar productive assets and replace it with a
broader  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  Previously,  Opinion 29 required that the accounting for
an  exchange  of  a  productive  asset  for  a  similar  productive  asset or an
equivalent  interest  in the same or similar productive asset should be based on
the recorded amount of the asset relinquished.  Opinion 29 provided an exception
to  its  basic  measurement  principle  (fair  value)  for  exchanges of similar
productive  assets.  The  FASB  believes  that  exception  required  that  some
nonmonetary  exchanges,  although  commercially  substantive,  be  recorded on a
carryover  basis.  By  focusing  the exception on exchanges that lack commercial
substance,  the  FASB  believes this statement produces financial reporting that
more  faithfully  represents  the  economics  of  the transactions.  SFAS 153 is
effective  for nonmonetary asset exchanges occurring in fiscal periods beginning

                                      -24-
<PAGE>

after  June  15,  2005.  Earlier  application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance.  The
provisions  of  SFAS  153  shall  be applied prospectively.  Telzuit Medical has
evaluated  the  impact  of  the  adoption  of SFAS 153, and does not believe the
impact  will  be  significant  to the company's overall results of operations or
financial  position.

     In  December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting  for  Stock-Based  Compensation", and supersedes APB Opinion No. 25,
"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period that begins after December 15, 2005. Telzuit Medical evaluated
the  impact of the adoption of SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

     In  December  2004 the Financial Accounting Standards Board issued two FASB
Staff Positions-FSP FAS 109-1, Application of FASB Statement 109 "Accounting for
Income  Taxes"  to the Tax Deduction on Qualified Production Activities Provided
by  the  American  Jobs  Creation  Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure  Guidance  for the Foreign Earnings Repatriation Provision within the
American  Jobs Creation Act of 2004. Neither of these affected the Company as it
does  not  participate  in  the  related  activities.


                                      -25-
<PAGE>



ITEM  7.     FINANCIAL  STATEMENTS

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


                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS


INDEPENDENT AUDITORS' REPORT                                                F-1

FINANCIAL STATEMENTS:

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2005                              F-2

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2004 AND 2003                 F-3

CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND 2004 AND FROM INCEPTION APRIL 1, 2000 TO JUNE 30, 2005    F-4

CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDING
DECEMBER 31, 2004 AND 2003                                                  F-5

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FROM INCEPTION
APRIL 1, 2000 TO DECEMBER 31, 2004                                          F-6

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FROM JANUARY 1, 2005
TO JUNE 30, 2005                                                        F-7-F-9

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2005 AND 2004 AND FROM INCEPTION APRIL 1, 2000 TO JUNE 30, 2005   F-10

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDING
DECEMBER 31, 2004 AND 2003                                                 F-11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                        F-12-F-28


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

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF TELZUIT MEDICAL TECHNOLOGIES, INC.
Orlando, Florida

We have audited the accompanying consolidated balance sheets of Telzuit Medical
Technologies, Inc. (as more fully disclosed in Note 1 under basis of
presentation caption) as of June 30, 2005, December 31, 2004 and 2003 and the
related statements of operations, changes in stockholders' equity, and cash
flows for the six month period ended June 30, 2005 and the years ended December
31, 2004 and 2003 and the period from Inception April 1, 2000 to June 30, 2005.
These financial statements are the responsibility of the management of Telzuit
Medical Technologies, Inc.  Our responsibility is to express an opinion on these
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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The company is not
required at this time, to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting.  Accordingly, we express no such opinion.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Telzuit Medical Technologies,
Inc.  as of June 30, 2005, December 31, 2004 and 2003 and the results of its
operations and its cash flows for the six month period and years then ended and
the period from Inception April 1, 2000 to June 30, 2005 in conformity with
United States generally accepted accounting principles.




Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
September 23, 2005


                                       F-1

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

<PAGE>

<TABLE>
<CAPTION>
                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 2005



                                     ASSETS
<S>                                                                        <C>
Current assets:

  Cash and cash equivalents                                            $ 2,351,794

  Other current assets                                                   1,587,319
                                                                       ------------

    Total current assets                                                 3,939,113

Property and equipment, net of accumulated depreciation of $34,667         551,231

Intangible assets, net of accumulated amortization of $0                    60,962

Other assets (including debt issuance costs of $367,340)                   485,661
                                                                       ------------

TOTAL ASSETS                                                           $ 5,036,967
                                                                       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable                                                       $    33,813

Accrued expenses                                                           176,700
                                                                       ------------

    Total current liabilities                                              210,513

Long-term liabilities:

10% convertible debentures                                                 144,829

Stockholders' equity:

Series "A" convertible preferred stock, $0.001 par value;
7,700,000 shares authorized; 2,786,619 shares issued and outstanding         2,787

Series "B" convertible preferred stock, $0.001 par value;
2,300,000 shares authorized; 2,258,306 shares issued and outstanding         2,259

Common stock, $0.001 par value;
100,000,000 shares authorized; 947,695 shares issued and outstanding           948

Stock subscribed                                                           413,000

Stock payable                                                            1,962,826

Additional paid in capital                                               6,597,224

Deficit accumulated during development stage                            (4,297,419)
                                                                       ------------

    Total shareholders' equity                                           4,681,625
                                                                       ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 5,036,967
                                                                       ============
</TABLE>

                                       F-2

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

<PAGE>

<TABLE>
<CAPTION>

                TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2004 AND 2003



                                   ASSETS                        2004       2003
                                                              ----------  ---------
<S>                                                              <C>         <C>
Current assets:

  Cash and cash equivalents                                   $  29,396   $235,979

  Other current assets                                           37,704     15,754
                                                              ----------  ---------

    Total current assets                                         67,100    251,733

Property and equipment, net of accumulated
depreciation of $22,439 and $5,767 respectively.                 93,958     56,554

Intangible assets, net of accumulated amortization of $0.        55,962     55,962

Other assets                                                      9,631        320
                                                              ----------  ---------

TOTAL ASSETS                                                    226,652    364,569
                                                              ==========  =========

                        LIABILITIES AND MEMBERS' EQUITY

Current liabilities:

Accounts payable                                              $   6,241   $ 50,914

Accrued expenses                                                 10,435     20,361

Note payable to related party                                     5,000          -
                                                              ----------  ---------

    Total current liabilities                                    21,676     71,275

Members' equity:

Class A-Membership units outstanding as of December 31, 2004
and 2003 of 22,758,250 and 20,875,648, respectively.            319,025    342,262

Class B-Membership units outstanding as of December 31, 2004
and 2003 of 1,863,999 and 1,405,499, respectively.             (114,048)   (48,968)
                                                              ----------  ---------

    Total members' equity                                       204,976    293,294

TOTAL LIABILITIES AND MEMBERS' EQUITY                           226,652    364,569
                                                              ==========  =========
</TABLE>

                                       F-3

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

<PAGE>

<TABLE>
<CAPTION>
                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND FROM INCEPTION
                         APRIL 1, 2000 TO JUNE 30, 2005


                                                                           FROM
                                           FOR THE SIX MONTHS ENDED     INCEPTION
                                                  JUNE 30,          APRIL 1, 2000 TO
                                             2005          2004       JUNE 30, 2005
                                         -------------  -----------  ---------------
                                                        (UNAUDITED)
<S>                                           <C>           <C>             <C>
Revenue                                  $          -   $        -   $            -
                                         -------------  -----------  ---------------

Research and development costs                 86,446      175,533          878,742

General and administrative expenses         1,247,045      441,775        3,272,414
                                         -------------  -----------  ---------------

Loss before other income (expense)         (1,333,491)    (617,308)      (4,151,156)

Interest income                                   388          959           14,242

Interest expense                             (160,505)           -         (160,505)
                                         -------------  -----------  ---------------

Loss before provision for income taxes     (1,493,608)    (616,349)      (4,297,419)

Provision for income taxes                          -            -                -
                                         -------------  -----------  ---------------

NET LOSS                                  ($1,493,608)   ($616,349)     ($4,297,419)
                                         =============  ===========  ===============

BASIC AND DILUTED LOSS PER SHARE               ($2.18)      ($2.23)
                                         =============  ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED                             684,406      275,843
                                         =============  ===========
</TABLE>

                                       F-4

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

<PAGE>

<TABLE>
<CAPTION>
                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                               FOR THE YEARS ENDED DECEMBER 31,
                                                     2004           2003
                                                 -------------  -------------
<S>                                                   <C>            <C>

Revenue                                          $          -   $          -
                                                 -------------  -------------

Research and development costs                        341,303        438,101

General and administrative expenses                   843,307        777,945
                                                 -------------  -------------

Loss before other income (expense)                 (1,184,610)    (1,216,046)

Interest income                                         1,309            554

Interest expense                                            -              -
                                                 -------------  -------------

Loss before provision for income taxes             (1,183,302)    (1,215,492)

Provision for income taxes                                  -              -
                                                 -------------  -------------

NET LOSS                                          ($1,183,302)   ($1,215,492)
                                                 =============  =============

BASIC AND DILUTED LOSS PER SHARE                       ($3.12)        ($5.04)
                                                 =============  =============

WEIGHTED AVERAGE SHARES OUTSTANDING                   379,767        241,184
                                                 =============  =============
</TABLE>

                                       F-5

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

<PAGE>

<TABLE>
<CAPTION>
                                              TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                                                    (A DEVELOPMENT STAGE COMPANY)
                                                  STATEMENTS OF STOCKHOLDERS' EQUITY
                                            FROM INCEPTION APRIL 1, 2000 TO DECEMBER 31, 2004



                                           COMMON STOCK  A           PREFERRED STOCK         ADDITIONAL     RETAINED
                                         SHARES          $        SHARES          $        PAID IN CAPITAL  EARNINGS      TOTAL
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------
<S>                                        <C>          <C>         <C>          <C>              <C>         <C>         <C>
INCEPTION, APRIL 1, 2000

Shares issued for cash                   281,108   $       281         -     $         -          280,827   $      -   $   281,108
Shares issued for services               500,000           500         -               -            2,500          -         3,000
Shares issued for investor services      495,000           495         -               -            2,475          -         2,970
Shares issued to employees             5,737,000         5,737         -               -           28,685          -        34,422
                                             -             -           -               -                -          -
Net loss for the year ended
December 31, 2000                            -             -           -               -                -  ($144,698)    (144,698)
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

BALANCE AT DECEMBER 31, 2000           7,013,108   $     7,013         -     $         -      $   314,487   (144,698)  $  176,802
                                      ===========  ============  ==========  ============  =============== ==========  ===========

Shares issued for cash                     1,500   $         2         -     $         -      $     1,499   $      -   $    1,500
Shares issued to employees             2,232,000         2,232         -               -            6,696          -        8,928
Shares issued to board of directors
or advisory board                        180,000           180      20,000          2,000         (1,380)          -          800
                                             -             -           -               -                -          -
Net loss for the year ended
December 31, 2001                            -             -           -               -                -    (10,406)     (10,406)
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

BALANCE AT DECEMBER 31, 2001           9,426,608   $     9,427      20,000   $      2,000    $    321,301  ($155,104)  $  177,624
                                      ===========  ============  ==========  ============  =============== ==========  ===========

Shares issued for cash                    24,000   $        24      21,250   $      2,125    $     43,101  $       -   $   45,250
Shares issued to employees               113,000           113     255,000         25,500         (24,509)         -        1,104
                                             -             -           -               -                 -         -
Net loss for the year ended
December 31, 2002                            -             -           -               -                 -  (248,874)    (248,874)
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

BALANCE AT DECEMBER 31, 2002           9,563,608   $     9,564     296,250   $     29,625    $    339,893  ($403,978)    ($24,896)
                                      ===========  ============  ==========  ============  =============== ==========  ===========


                                           COMMON STOCK  A           PREFERRED STOCK          ADDITIONAL   RETAINED
                                         SHARES          $        SHARES            $      PAID IN CAPITAL  EARNINGS      TOTAL
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

Effect of July 8, 2003 reorganization
to a limited liability company               -        ($44,416)        -         ($19,668)      ($339,893) $ 403,978   $        -
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

Balance at January 1, 2003             9,563,608       (34,853)    296,250          9,957               -          -      (24,896)

Shares issued for cash                 1,812,040   $ 1,363,933         -               -                -          -    1,363,933
Shares issued for services               250,000         4,000     149,750          2,396               -          -        6,396
Shares issued to employees             9,250,000       148,000     899,499         14,392               -          -      162,392
Shares issued to advisory board member       -             -        60,000            960               -          -          960
                                             -             -           -               -                -          -            -
Net loss for the year ended
December 31, 2003                            -      (1,138,819)        -          (76,673)              -          -   (1,215,492)
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

BALANCE AT DECEMBER 31, 2003          20,875,648   $   342,262   1,405,499       ($48,968)   $          -  $       -   $  293,294
                                      ===========  ============  ==========  ============  =============== ==========  ===========

Shares issued for cash                 1,053,742   $ 1,034,843       5,000   $      5,000    $          -  $       -    1,039,843
Shares issued for services                78,860         3,391       7,500            323               -          -        3,713
Shares issued to employees               750,000        32,250     446,000         19,178               -          -       51,428
                                             -             -           -               -                -          -
Net loss for the year ended
December 31, 2004                            -      (1,093,721)        -          (89,580)              -          -    (1,183,302)
                                      -----------  ------------  ----------  ------------  --------------- ----------  -----------

BALANCE AT DECEMBER 31, 2004          22,758,250   $   319,025   1,863,999   $   (114,048)   $          -  $       -   $  204,976
                                      ===========  ============  ==========  ============  =============== ==========  ===========
</TABLE>

                                       F-6

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

<PAGE>

<TABLE>
<CAPTION>
                                            TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                FROM JANUARY 1, 2005 TO JUNE 30, 2005


                                                                 CLASS A                   CLASS B               COMMON STOCK
                                                           SHARES         $         SHARES          $          SHARES         $
                                                         ----------  -----------  -----------  ------------  ---------  ------------
<S>                                                         <C>          <C>          <C>          <C>          <C>         <C>
Telzuit Technologies, LLC balance on January 1, 2005     22,758,250  $ 319,025    1,863,999    ($114,048)            -   $      -

Shares issued for cash                                      472,500    472,500            -            -             -          -

Shares issued to employees                                   10,000        480            -            -             -          -

Class B exchanged for Class A                             1,863,999   (114,048)  (1,863,999)     114,048             -          -

Telzuit Technologies, LLC net loss for the period
ending May 6, 2005                                                -   (360,698)           -            -             -          -

Acquisition and recapitalization on May 6, 2005         (25,104,749)  (317,258)           -            -    29,378,559     29,379

Value of warrants and beneficial conversion feature
associated with 10% Convertible Debentures
issued May 5, 2005                                                -          -            -            -             -          -

Service contract entered into as part of the share
exchange agreement dated May 6, 2005                              -          -            -            -             -          -

Service agreement with legal counsel dated April 10, 2005
not issued at year end                                            -          -            -            -             -          -

Service contract entered into on May 30, 2005 for stock
not issued at year end                                            -          -            -            -             -          -

Issuance costs related to May 30, 2005 service contract           -          -            -            -             -          -

Service contract entered into on June 20, 2005 for stock
not issued at year end                                            -          -            -            -             -          -

Issuance of Series A Convertible Preferred stock on
June 22, 2005                                                     -          -            -            -             -          -

Issuance of Series A Convertible Preferred stock on
June 27, 2005                                                     -          -            -            -             -          -

June 27, 2005 issuance of Series A Convertible Preferred stock
not completed at year end                                         -          -            -            -             -          -

Issuance costs related to Series A Convertible Preferred
Stock offerings                                                   -          -            -            -             -          -

Effect of 1-for-31 reverse stock split on August 22, 2005         -          -            -            -   (28,430,864)   (28,431)

Consolidated net loss for the period May 6, 2005 through
June 30, 2005                                                     -          -            -            -             -          -
                                                         ----------  -----------  -----------  ------------  ---------  ------------

  TOTAL STOCKHOLDERS EQUITY AT JUNE 30, 2005                      -  $       -            -   $        -       947,695   $    948
                                                         ==========  ===========  ===========  ============  =========  ============
</TABLE>

                                       F-7
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

<TABLE>
<CAPTION>
                                            TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                FROM JANUARY 1, 2005 TO JUNE 30, 2005
                                                             (CONTINUED)


                                                          COMMON STOCK PAYABLE    SERIES A PREFERRED STOCK  SERIES B PREFERRED STOCK
                                                           SHARES         $         SHARES          $          SHARES         $
                                                         ----------  -----------  -----------  ------------  ---------  ------------
<S>                                                         <C>          <C>          <C>          <C>          <C>         <C>
Telzuit Technologies, LLC balance on January 1, 2005             -   $        -            -    $        -          -   $         -

Shares issued for cash                                           -            -            -             -          -             -

Shares issued to employees                                       -            -            -             -          -             -

Class B exchanged for Class A                                    -            -            -             -          -             -

Telzuit Technologies, LLC net loss for the period
ending May 6, 2005                                               -            -            -             -          -             -

Acquisition and recapitalization on May 6, 2005                  -            -            -             -   2,207,723        2,208

Value of warrants and beneficial conversion feature
associated with 10% Convertible Debentures
issued May 5, 2005                                               -            -            -             -          -             -

Service contract entered into as part of the share
exchange agreement dated May 6, 2005                             -            -            -             -      50,583           51

Service agreement with legal counsel dated April 10, 2005
not issued at year end                                      930,000       40,576           -             -          -             -

Service contract entered into on May 30, 2005 for stock
not issued at year end                                    5,425,000      922,250           -             -          -             -

Issuance costs related to May 30, 2005 service contract          -            -            -             -          -             -

Service contract entered into on June 20, 2005 for stock
not issued at year end                                    6,200,000    1,000,000           -             -          -             -

Issuance of Series A Convertible Preferred stock on
June 22, 2005                                                    -            -     1,749,990         1,750         -             -

Issuance of Series A Convertible Preferred stock on
June 27, 2005                                                    -            -     1,036,629         1,037         -             -

June 27, 2005 issuance of Series A Convertible Preferred stock
not completed at year end                                        -            -            -             -          -             -

Issuance costs related to Series A Convertible Preferred
Stock offerings                                                  -            -            -             -          -            -

Effect of 1-for-31 reverse stock split on August 22, 2005        -            -            -             -          -            -

Consolidated net loss for the period May 6, 2005
through June 30, 2005                                   (12,150,000)          -            -             -          -            -
                                                         ----------  -----------  -----------  ------------  ---------  ------------

  TOTAL STOCKHOLDERS EQUITY AT JUNE 30, 2005                405,000   $1,962,826    2,786,619        $2,787  2,258,306      $2,259
                                                         ==========  ===========  ===========  ============  =========  ============
</TABLE>

                                       F-8
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>


<TABLE>
<CAPTION>
                                            TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                FROM JANUARY 1, 2005 TO JUNE 30, 2005
                                                             (CONTINUED)


                                                                                    ADDITIONAL
                                                        SERIES A STOCK SUBSCRIBED     PAID IN    ACCUMULATED
                                                           SHARES         $           CAPITAL      DEFICIT          TOTAL
                                                         ----------  -----------    -----------  ------------   -----------
<S>                                                         <C>          <C>           <C>          <C>              <C>

Telzuit Technologies, LLC balance on January 1, 2005            -     $      -       $        -   $         -     $204,976

Shares issued for cash                                          -            -                -             -      472,500

Shares issued to employees                                      -            -                -             -          480

Class B exchanged for Class A                                   -            -                -             -            -

Telzuit Technologies, LLC net loss for the period
ending May 6, 2005                                              -            -                -             -     (360,698)

Acquisition and recapitalization on May 6, 2005                 -            -        3,143,627    (3,164,509)    (306,553)

Value of warrants and beneficial conversion feature
associated with 10% Convertible Debentures
issued May 5, 2005                                              -            -        1,057,250             -    1,057,250

Service contract entered into as part of the share
exchange agreement dated May 6, 2005                            -            -          564,456             -      564,507

Service agreement with legal counsel dated April 10, 2005
not issued at year end                                          -            -                -             -       40,576

Service contract entered into on May 30, 2005 for stock
not issued at year end                                          -            -                -             -      922,250

Issuance costs related to May 30, 2005 service contract         -            -         (693,195)                  (693,195)

Service contract entered into on June 20, 2005 for stock
not issued at year end                                          -            -                -             -    1,000,000

Issuance of Series A Convertible Preferred stock on
June 22, 2005                                                   -            -        1,748,240             -    1,749,990

Issuance of Series A Convertible Preferred stock on
June 27, 2005                                                   -            -        1,035,592                  1,036,629

June 27, 2005 issuance of Series A Convertible Preferred
stock not completed at year end                            413,000      413,000               -             -     413,000

Issuance costs related to Series A Convertible
Preferred Stock offerings                                       -            -         (287,177)            -    (287,177)

Effect of 1-for-31 reverse stock split on August 22, 2005       -            -           28,431             -            -

Consolidated net loss for the period May 6, 2005 through
June 30, 2005                                                   -            -                -    (1,132,910) (1,132,910)
                                                         ----------  -----------    -----------  ------------   -----------

  TOTAL STOCKHOLDERS EQUITY AT JUNE 30, 2005               413,000    $ 413,000      $6,597,224   ($4,297,419)  4,681,625
                                                         ==========  ===========    ===========  ============   ===========
</TABLE>

                                       F-9
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

<TABLE>
<CAPTION>
                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTH ENDING JUNE 30, 2005 AND 2004
                AND FROM INCEPTION APRIL 1, 2000 TO JUNE 30, 2005


                                                                     FOR THE SIX MONTHS ENDED   APRIL 1, 2000
                                                                             JUNE 30,          (INCEPTION) TO
                                                                        2005          2004      June 30, 2005
                                                                    -------------  -----------  -------------
(unaudited)
<S>                                                                     <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                             ($1,493,608)   ($616,349)  ($4,297,419)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation                                                          12,228        8,117        34,667
    Stock issued as compensation                                         475,367       47,128       751,480
    Amortization of discount on convertible debenture                    144,829            -       144,829
    Loss on disposal of assets                                                 -            -        15,878
    Other current assets                                                  (6,419)     (19,974)      (44,123)
    Other assets                                                        (246,974)     (97,049)     (256,600)
    Accounts payable                                                     (31,779)     (24,887)       33,813
    Accrued expenses                                                      (4,893)      20,122       (64,679)
                                                                    -------------  -----------  -------------

      Subtotal of adjustments                                            342,359      (66,542)      615,266

        Net cash used for operating activities                        (1,151,249)    (682,891)   (3,682,153)
                                                                    -------------  -----------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property and equipment                                    (470,545)     (48,342)    (590, 916)
  Investment in intangible assets                                         (5,000)           -       (60,962)
                                                                    -------------  -----------  -------------

    Net cash used for investing activities                              (475,545)     (48,342)     (651,878)
                                                                    -------------  -----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of convertible debenture                      1,057,250            -     1,057,250
  Proceeds from related party                                                  -            -        10,500
  Repayment of note payable to related party                             (80,000)           -       (85,500)
  Proceeds from sale of shares                                         2,971,942      748,210     5,703,576
                                                                    -------------  -----------  -------------


    Net cash provided by financing activities                          3,949,192      748,210     6,685,826
                                                                    -------------  -----------  -------------

Net (decrease) increase in cash and cash equivalents                   2,322,398       16,977     2,351,795

Cash and cash equivalents at beginning of year                            29,396      235,979             -
                                                                    -------------  -----------  -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                               2,351,794   $  252,956   $ 2,351,795
                                                                    =============  ===========  =============


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Liabilities assumed in acquisition of shell                       $    306,553   $        -   $   306,553
  Receivables recorded for stock issued subsequent to year end.          344,275            -       344,275
  Prepaid expenses incurred with the issuance of stock                 1,427,976            -     1,427,976
  Discount for beneficial conversion feature associated with 10%
  convertible debentures                                               1,057,250            -     1,057,250
                                                                    -------------  -----------  -------------

TOTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS                 $  3,136,054   $        -   $ 3,136,054
                                                                    =============  ===========  =============
</TABLE>

                                        F-10
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>


<TABLE>
<CAPTION>
                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEAR ENDED DECEMBER 31, 2004 AND 2003



                                                           FOR THE YEARS ENDED
                                                               DECEMBER 31,
CASH FLOWS FROM OPERATING ACTIVITIES                       2004           2003
                                                      --------------  ------------
<S>                                                        <C>             <C>

Net loss                                              $  (1,183,303)  $(1,215,492)
  Adjustments to reconcile net loss to net cash
  used for operating activities:
    Depreciation                                             16,672         5,767
    Stock issued as compensation                             55,141       169,748
    Loss on disposal of assets                                    -        15,878
    (Increase) in other assets                              (31,261)      (16,074)
    (Decrease) increase in accounts payable                 (44,673)       50,914
    (Decrease) increase in accrued expenses                  (9,926)       (5,318)
                                                      --------------  ------------

      Subtotal of adjustments                               (14,047)      220,915

        Net cash used for operating activities           (1,197,350)     (994,577)
                                                      --------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of furniture and equipment                         (54,077)      (78,199)
Investment in patents                                             -       (55,962)
                                                      --------------  ------------

        Net cash used for investing activities              (54,077)     (134,161)
                                                      --------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowing                                       5,000             -
Proceeds from sale of shares                              1,039,844     1,363,933
                                                      --------------  ------------

        Net cash provided by financing activities         1,044,844     1,363,933
                                                      --------------  ------------

Net (decrease) increase in cash and cash equivalents       (206,583)      235,195

Cash and cash equivalents at beginning of year              235,979           784
                                                      --------------  ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR              $      29,396   $   235,979
                                                      ==============  ============
</TABLE>

                                       F-11
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATIONAL  MATTERS

BACKGROUND INFORMATION

Telzuit  Medical  Technologies,  Inc.  (the  "Company" or "Telzuit Medical") was
incorporated  in Florida on September 26, 2001 under the name Nimbus Group, Inc.
On  April  1,  2004,  the  Company changed its name from "Nimbus Group, Inc." to
"Taylor  Madison  Corp."  On  August 18, 2005, the Company changed its name from
"Taylor Madison Corp." to its current name, "Telzuit Medical Technologies, Inc."

During  fiscal  year  2004,  the Company turned its focus to the development and
wholesale distribution of fragrances and skincare products, both proprietary and
under  license.  In  connection with such plan for the development and wholesale
distribution  of  fragrances,  skincare products and other products, the Company
acquired  licensing  rights  to certain brands that enabled the Company to enter
into  sub-licensing  and distribution agreements, which generated income for the
Company  in 2004.  The Company did not directly manufacture any products or take
positions  in  inventory.

The  Company  discontinued  such  operations in 2005 and became a shell company,
exploring the viability of acquiring an operating company. In April of 2005, the
Company  formed a wholly-owned subsidiary, Taylor Madison Holdings Inc. ("Taylor
Holdings")  and  transferred  all  shares  of  stock  of Nimbus Jets and Take To
Auction  to  Taylor  Holdings,  pursuant  to  the Securities Purchase Agreement.
Taylor  Holdings  ownership was subsequently transferred to the former President
of  Taylor  Madison  Corp.  pursuant  to  the Securities Purchase Agreement. The
transfer  constituted  full  satisfaction of all outstanding obligations owed by
the Company to this former officer.

On  May  6,  2005,  pursuant to its plan to acquire an operating company, Taylor
Madison  Corp.  ("Taylor  Madison")  entered into a Share Exchange Agreement and
acquired  all  of  the  issued  and  outstanding  capital  stock  of  Telzuit
Technologies,  Inc. from Telzuit Technologies, LLC, in exchange for 2,207,723 of
the  Company's Series B Preferred Stock. Upon completion of the 1-for-31 reverse
stock  split  on  August  22,  2005,  such  shares  of  Series B Preferred Stock
automatically  converted  into 26,492,676 shares of common stock of the Company.
By  acquiring  all  of  the  issued  and  outstanding  capital  stock of Telzuit
Technologies,  Inc.,  the  Company  acquired certain know-how, trade secrets and
other  proprietary  intellectual  property rights relating to the development of
ambulatory  medical  devices,  including  the  Bio-Patch Wireless Holter Monitor
(collectively referred to herein as the "Bio-Patch Technologies").

Telzuit Technologies, LLC ("Telzuit LLC") is a Florida limited liability company
established  in 2003. As such, the potential liability of its members is limited
to  their individual investments in the Company. Telzuit Technologies, Inc. (the
"Predecessor"  or "Telzuit Inc.") was a Florida corporation established April 1,
2000.  During  2003,  all  assets and liabilities of the Predecessor were merged
with  the  Telzuit  Technologies,  LLC.  The  accompanying  financial statements
present  the  combined  operating results of Telzuit LLC and the Predecessor and
give  effect  to the merger as of January 1, 2003 which resulted in the issuance
of  Class  A  and  Class  B  Membership  shares  to  the  common  and  preferred
stockholders, respectively, on a one for one basis.

At  a  special  meeting  of  the  shareholders  held  on  August  18,  2005, the
shareholders  approved to change the Company's name from Taylor Madison Corp. to
Telzuit  Medical  Technologies, Inc, which is more synonymous with the nature of
the  Company's  current  operations.

BASIS OF PRESENTATION

On  May  6,  2005,  Telzuit Technologies, LLC ("Telzuit LLC") and Taylor Madison
Corp. ("Taylor Madison / Registrant") reached an agreement. Telzuit LLC formed a
wholly-owned subsidiary Telzuit Technologies, Inc. ("Telzuit Inc."). Pursuant to
an  Asset  Purchase  Agreement,  Telzuit  LLC  transferred  all of its assets to
Telzuit  Inc.  Telzuit  LLC, Telzuit Inc. and Taylor Madison then entered into a
Share  Exchange  Agreement pursuant to which Telzuit LLC transferred 100% of the
capital  stock  of  Telzuit  Inc.  in  exchange for 2,207,723 shares of Series B
Preferred  Stock. Due to the conversion rate (12 to 1), irrevocable proxies, and
proposed reverse stock split, upon

                                      F-12
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                      TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

completion  of  the  Share Exchange Agreement, Telzuit LLC had voting control of
Taylor  Madison.  The  transaction was accounted for as a reverse acquisition in
accordance  with  Statement  of  Financial  Accounting  Standards No. 141 ("SFAS
141"),  "Business  Combinations" in which Taylor Madison was acquired by Telzuit
LLC  (a  reverse acquisition in which Telzuit LLC is considered the acquirer for
accounting purposes).

The  balance  sheet as of June 30, 2005 presents the consolidated balance sheets
of  Telzuit LLC, Telzuit Inc, and Taylor Madison as of that date. The statements
of operations, cash flows and changes in stockholders' equity for the six months
then  ended present the consolidated statements for Telzuit LLC and Telzuit Inc.
for  the  six  month  period then ended and Taylor Madison for the period May 6,
2005  thru  June  30, 2005. Proforma information for Taylor Madison as though it
was  acquired  January  1,  2005  is  not  presented  for there was no operating
activity for the period.

The  financial statements as of December 31, 2004 and 2003 present the financial
statements  of  Telzuit  LLC  and  Telzuit,  Inc. Proforma information as though
Taylor  Madison  had been acquired as of January 1, 2003 has not been disclosed,
for Taylor Madison discontinued all of its operations during 2005.

All  intercompany  accounts  and  transactions  have  been  eliminated  in
consolidation.

NATURE OF BUSINESS

Since  inception,  Telzuit,  LLC  has  primarily  been  conducting  research and
development of a remote electro-heart monitoring system.  The system consists of
a  "Biometric  Monitoring  Patch"  and "Personal Digital Assistant" and is being
designed  to  allow  physicians  to  monitor  heart  patients through a wireless
cellular communication network.  Telzuit, LLC has not generated any revenue from
operations. We currently are a development stage company under the provisions of
SFAS  No.  7.

REVERSE STOCK SPLIT

On August 18, 2005, the Company's shareholders approved a 1-for-31 reverse stock
split  of  the  issued  and outstanding common stock effective as of the open of
market on August 22, 2005.  All share amounts, exercise prices relating to share
purchase  options  and  warrants,  and earnings per share amounts referred to in
these  financial statements and notes are presented on a post-split basis unless
stated  otherwise.

REVISED  FINANCIAL  STATEMENTS

The  financial  statements  for  the years ended December 31, 2004 and 2003 have
been  revised  to  reflect  the  omission  of  stock issued for compensation and
services.  The  inclusion  of these changes has the effect of increasing current
liabilities  by  $13,592  and $213 at December 31, 2004 and 2003, and increasing
the  net  loss  for December 2004 and 2003 by $13,878 and $56,618, respectively.
The  net  effect  of  these adjustments on equity was an increase of $14,553 for
December  31,  2004  and  a  decrease  of  $13,349  for  December  31,  2003.

2.  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES-These  financial  statements have been prepared in accordance
with  generally  accepted  accounting  principles  of  the  United  States  and,
accordingly,  require  management  to make estimates and assumptions that affect
the  reported  amounts  of  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS-The  carrying  values  of  cash and cash
equivalents  and  short-term  receivables  and  payables approximates their fair
value due to their short maturities. At June 30, 2005 the fair value of the debt
was  carried  at  $144,829 and its face value was $1,057,250. This difference is
attributed  to  the discount associated with the Black Scholes value of warrants
and the intrinsic value of the convertible feature.

                                      F-13
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


CASH  AND  EQUIVALENTS-Cash  equivalents  are comprised of certain highly liquid
investments  with  maturity of three months or less when purchased.  We maintain
our  cash in bank deposit accounts, which at times, may exceed federally insured
limits.  We  have  not  experienced  any  losses  in  such  account.

PROPERTY  AND EQUIPMENT-We record our property and equipment at historical cost.
We  expense maintenance and repairs as incurred. It is the policy of the Company
to  capitalize  items  greater  than or equal to $1,000 and provide depreciation
based  on  the  estimated useful life of individual assets, calculated using the
straight  line  method. For income tax purposes the company uses the accelerated
depreciation method.

Estimated useful lives range as follows:

                Years
                -----
            Furniture and equipment             5 - 7
            Computer hardware                     5

INTANGIBLE ASSETS-We follow SFAS No. 144, "Accounting for Impairment of Disposal
of Long-Lived Assets", which established a "primary asset" approach to determine
the  cash  flow  estimation  period  for  a group of assets and liabilities that
represents  the  unit  of accounting for a long lived asset to be held and used.
Long-lived  assets  to  be  held  and  used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  The  carrying  amount  of  a long-lived asset is not
recoverable  if  it  exceeds  the sum of the undiscounted cash flows expected to
result  from the use and eventual disposition of the asset. Long-lived assets to
be  disposed  of are reported at the lower of carrying amount or fair value less
cost to sell.

During  the six months ended June 30, 2005 and 2004 and the years ended December
31,  2004  and  2003 and from inception, April 1, 2000 through June 30, 2005, no
impairment  loss  was  recognized.  The  costs  of  applying  for  patents  are
capitalized  and  amortized  on  a  straight  line  basis over the lesser of the
patents'  economic  or  legal  life (17 years in the United States). Capitalized
costs are expensed if the patent is not granted.

ADVERTISING  COSTS-  Advertising  costs are expensed as incurred and amounted to
$697  and  $150  for the six months ended June 30, 2005 and 2004, and $2,401 and
$7,680  for  the  years  ended  December  31, 2004 and 2003, respectively.  From
inception,  April  1,  through June 30, 2005 the company has incurred $10,778 in
advertising  costs.

RESEARCH  AND  DEVELOPMENT  COSTS-Research  and  development  costs  consist  of
expenditures  for  the research and development of patents and technology, which
are  not  capitalizable.  Our  research  and development costs consist mainly of
payroll  and  payroll  related expenses, consultants, testing and FDA regulatory
expenses.

STOCK  BASED  COMPENSATION-SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation," establishes and encourages the use of the fair value based method
of accounting for stock-based compensation arrangements under which compensation
cost  is  determined using the fair value of stock-based compensation determined
as of the date of the grant or the date at which the performance of the services
is  completed  and  is recognized over the periods in which the related services
are  rendered.  The  statement also permits companies to elect to continue using
the current intrinsic value accounting method specified in Accounting Principles
Board  ("APB")  Opinion  No.  25, "Accounting for Stock Issued to Employees," to
account  for  stock-based compensation to employees.  We have elected to use the
intrinsic  value based method for grants to our employees and directors and have
disclosed  the  pro forma effect of using the fair value based method to account
for  our  stock-based  compensation  to  employees.

Telzuit  Medical  uses  the  fair value method for equity instruments granted to
non-employees.  The  stock based fair value compensation is determined as of the
date  of  the  grant  or  the  date  at which the performance of the services is
completed  (measurement  date)  and  is recognized over the periods in which the
related  services  are  rendered.


                                      F-14
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

During  all periods presented the Company & subsidiary did not issue any options
or  warrants  to  employees.

INCOME  TAXES-Deferred  income taxes result primarily from temporary differences
between financial and tax reporting and operating loss carry forwards.  Deferred
tax  assets  and  liabilities are determined based on the difference between the
financial  statement bases and tax bases of assets and liabilities using enacted
tax  rates.  A valuation allowance is recorded to reduce a deferred tax asset to
that  portion  that  is  expected  to  more  likely  than  not  be  realized.

NET LOSS PER SHARE-We use SFAS No. 128, "Earnings Per Share" for calculating the
basic  and  diluted loss per share.  We compute basic loss per share by dividing
net  loss  and  net  loss  attributable  to  common shareholders by the weighted
average number of common shares outstanding.  Diluted loss per share is computed
similar  to  basic  loss  per  share except that the denominator is increased to
include  the number of additional common shares that would have been outstanding
if  the  potential  shares  had  been  issued  and if the additional shares were
dilutive. Common equivalent shares are excluded from the computation of net loss
per  share  if  their  effect  is  anti-dilutive.

The per share basic and diluted net loss attributable to common stockholders for
the six months ended June 30, 2005 and 2004 amounted to ($2.18) and ($2.23) with
weighted  average  shares  outstanding basic and diluted of 684,406 and 275,843,
respectively.  For  the  years ended December 31, 2004 and December 31, 2003 the
net  loss  per  share  basic  and  diluted was ($3.12) and ($5.04) with weighted
average  shares  outstanding  basic  and  diluted  of  379,767  and  241,184,
respectively. The company did not have the information readily available and has
not  been  characterized  as  a development stage company for the entire period,
"From  Inception,  April 1, 2000 to June 30, 2005", therefore it has omitted the
basic  and  diluted  per  share  calculation.  The  convertible Preferred Stock,
Options  and  Warrants  outstanding at all periods were excluded from the shares
used  to  calculate  diluted  earnings  per  share  as  their inclusion would be
anti-dilutive. The amount of Series A Preferred, Series B Preferred, convertible
debenture,  and  warrants excluded from the computation for the six months ended
June  30,  2005  were  4,644,365,  27,099,672,  2,682,315,  and  11,096,991,
respectively.  The  company had no other anti-dilutive securities outstanding as
of  June  30,  2005.  For the years ended December 31, 2004 and 2003 and the six
months  ended  June  30,  2004  the  company  had  no  issued  or  outstanding
anti-dilutive securities.

STOCK  SUBSCRIBED  -  Stock  subscribed  consists  of  Series  A Preferred stock
committed  to investors in which receipt of funds were still outstanding at year
end.

STOCK  PAYABLE  -  Stock  payable  consists of stock committed but not issued to
service  providers  at  year  end.

CLASS  A  MEMBERSHIP  UNITS- Class A membership units were previously holders of
the  common  stock of Telzuit Technologies, Inc.  Each Class A unit has one vote
for  all  purposes  and  cumulative  voting  is not permitted in the election of
directors.  Accordingly,  the holders of more than 50% of all of the outstanding
Class  A  units  will  be  able  to  elect  all  of  the directors.  Significant
transactions  such as amendments to the articles of organization, mergers, sales
of  assets  and  dissolution  or liquidation require approval by the affirmative
vote  of  the  majority  of  the outstanding Class A units.  Other matters to be
voted  upon by the holders of Class A units also require the affirmative vote of
a  majority  of  the  members  present  at the particular Shareholders' meeting.

CLASS  B  MEMBERSHIP  UNITS-  Class  B  members  were  previously holders of the
preferred  stock of Telzuit Technologies, Inc.  Class B members generally do not
have voting rights, but are entitled to all other rights of Class A Members.  On
April  19,  2005  all  Class B membership units were converted to Class A units.
The converted Class A units were given all the rights and obligations of a Class
A  membership  unit  listed  above.

SERIES  A  PREFERRED SHARES- On June 22, 2005, the board of directors designated
7,700,000  of  preferred  shares  as Series 'A' convertible preferred stock. The
holders  of  Series  A Preferred stock have the right to vote on an as-converted
basis,  with  our  common  shareholders on all matters submitted to a vote. Each
share of Series A Preferred stock is convertible into common stock at a price of
sixty cents ($.60) per share of common stock. In addition, the holders of Series
A  Preferred stock are entitled to receive a dividend equal to ten percent (10%)
payable  semi-annually.  The  Company can pay the dividend: (i) in cash, (ii) in
kind,  with  (a)  shares of Series A Convertible Preferred stock and (b) Class B
Warrants;  or  (iii)  in  shares  of  registered  Common  Stock. In the event of
liquidation,  dissolution  or  winding  up  of the company either voluntarily or
involuntarily Series A Preferred holders are entitled to receive an amount equal
to the Stated

                                   F-15
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Value  of  the  Preferred  stock  ($1.00) plus any accrued but unpaid dividends.
Series  A  Preferred  shares rank senior to our common stock, Series B Preferred
stock,  and  any  other  securities  we  may  issue.

SERIES  B  PREFERRED  SHARES-  On May 6, 2005, our board of directors designated
2,300,000 of the preferred shares as series 'B' preferred stock.  The holders of
Series  B  Preferred Stock have the right to vote on an as-converted basis, with
our  common shareholders on all matters submitted to a vote of our shareholders.
Each  share of Series B Preferred stock converts into 12 shares of common stock.
Holders  of  Series B Preferred stock are entitled to participate ratably, on an
as  converted  basis, with our common stock holders in the payment of dividends.
In  the  event  of  any  liquidation, dissolution, or winding up of the company,
either  voluntarily  or  involuntarily,  the holders of Series B Preferred stock
would participate ratably, on an as-converted basis, with our common stock as to
any  distribution  of  assets.  Our Series B Preferred stock ranks junior to our
Series  A  Preferred  stock  and ranks equal, on an as-converted basis, with our
common stock.  Subsequent to year end all Series B Preferred holders coverted to
common  stock.

NEW  ACCOUNTING  PRONOUNCEMENTS
In  November  2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of  ARB  No.  43,  Chapter 4". The amendments made by Statement 151 clarify that
abnormal  amounts  of idle facility expense, freight, handling costs, and wasted
materials  (spoilage) should be recognized as current period charges and require
the  allocation  of  fixed production overheads to inventory based on the normal
capacity  of  the production facilities. The guidance is effective for inventory
costs  incurred  during  fiscal  years  beginning  after  June 15, 2005. Earlier
application  is  permitted  for  inventory  costs  incurred  during fiscal years
beginning  after November 23, 2004.  Telzuit Medical has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the  company's overall results of operations or financial position since Telzuit
Medical  currently  does  not  have  any  manufacturing operations or inventory.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an  amendment  of  APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The  amendments  made by Statement 153 are based on the principle that exchanges
of  nonmonetary  assets should be measured based on the fair value of the assets
exchanged.  Further,  the  amendments  eliminate  the  narrow  exception  for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception  for  exchanges  of  nonmonetary  assets  that  do not have commercial
substance.  Previously,  Opinion 29 required that the accounting for an exchange
of  a  productive asset for a similar productive asset or an equivalent interest
in  the  same or similar productive asset should be based on the recorded amount
of  the  asset  relinquished.  Opinion  29  provided  an  exception to its basic
measurement  principle  (fair value) for exchanges of similar productive assets.
The  FASB  believes  that  exception  required  that some nonmonetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the  exception  on  exchanges  that lack commercial substance, the FASB believes
this  statement produces financial reporting that more faithfully represents the
economics  of  the  transactions.  SFAS  153  is effective for nonmonetary asset
exchanges  occurring  in  fiscal  periods beginning after June 15, 2005. Earlier
application  is  permitted  for  nonmonetary asset exchanges occurring in fiscal
periods  beginning  after the date of issuance. The provisions of SFAS 153 shall
be  applied  prospectively.  Telzuit  Medical  has  evaluated  the impact of the
adoption of SFAS 153, and does not believe the impact will be significant to the
company's overall results of operations or financial position.

In  December  2004,  the  FASB  issued  SFAS No.123 (revised 2004), "Share-Based
Payment".  SFAS  123(R)  will  provide  investors  and  other users of financial
statements  with  more  complete  and neutral financial information by requiring
that  the  compensation  cost  relating  to  share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value  of  the equity or liability instruments issued. SFAS 123(R) covers a wide
range  of  share-based  compensation  arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  SFAS  123(R) replaces FASB Statement No. 123,
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,

"Accounting  for  Stock  Issued to Employees". SFAS 123, as originally issued in
1995,  established  as  preferable  a  fair-value-based method of accounting for
share-based  payment  transactions  with  employees.  However,  that  statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would


                                   F-16
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


have  been had the preferable fair-value-based method been used. Public entities
(other  than  those  filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June  15,  2005.  For  public  entities that file as small business issuers SFAS
123(R)  is  applicable  as  of  the  beginning  of  the  first interim or annual
reporting  period that begins after December 15, 2005. Telzuit Medical evaluated
the  impact of the adoption of SFAS 123(R), and believes that the impact will be
insignificant  to  the  company's  overall  results  of operations and financial
position.

In  December 2004 the Financial Accounting Standards Board issued two FASB Staff
Positions-FSP  FAS  109-1,  Application  of  FASB  Statement 109 "Accounting for
Income  Taxes"  to the Tax Deduction on Qualified Production Activities Provided
by  the  American  Jobs  Creation  Act of 2004, and FSP FAS 109-2 Accounting and
Disclosure  Guidance  for the Foreign Earnings Repatriation Provision within the
American  Jobs Creation Act of 2004. Neither of these affected the Company as it
does  not  participate  in  the  related  activities

3.  OTHER CURRENT ASSETS

As of June 30, 2005 other current assets consist of the following items:

                                                       JUNE 30, 2005
                                                       -------------
              Vendor merchandise credit                    $32,700

              Prepaid marketing                            916,667

              Prepaid Professional Fees                    282,253

              Receivable other - Series A                  344,275

              Other                                         11,424
                                                       -------------
              Total other current assets                $1,587,319
                                                       =============


As of December 31, 2004 and 2003 other current assets consist of the following
items:


                                                      DECEMBER 31,
                                                     2004     2003
                                                  ------------------
              Vendor merchandise credit           $32,700    $   --

              Parts inventory used in development   3,126    13,090

              Other                                 1,878     2,664

              Total other current assets          $37,704   $15,754
                                                  ==================


                                   F-17
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


4.  PROPERTY  AND  EQUIPMENT

The Company's property and equipment as of June 30, 2005 is as follows:

                                                            JUNE 30, 2005

              Computer equipment (includes $434,181
              of equipment  not yet placed in service)
                                                               $575,105

              Leasehold improvements                              1,200

              Furniture and fixtures                              8,555

              Software                                            1,038
                                                              ---------

              Total property and equipment                      585,898

              Accumulated depreciation                         (34,667)
                                                              ---------

              Property and equipment, net                     $ 551,231
                                                              =========


Depreciation expense amounted to $12,228 and $8,117 during the six months ended
June 30, 2005 and 2004, respectively and $34,667 from Inception, April 1, 2000
to June 30, 2005.

The Company's property and equipment as of December 31, 2004 and 2003 is as
follows:

                                                             DECEMBER 31
                                                          2004         2003
                                                         -------------------
              Computer equipment                         $106,804    $62,321

              Furniture and fixtures                        8,555         --

              Software                                      1,038         --
                                                         -------------------

              Total property and equipment                116,397     62,321

              Accumulated depreciation                    (22,439)    (5,767)
                                                         -------------------

              Property and equipment, net                 $93,958    $56,554
                                                         ===================

                                   F-18
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Depreciation expense amounted to $16,672 and $5,767 during the years ended
December 31, 2004 and 2003, respectively.

5.  INTANGIBLE  ASSETS

The  Company's intangible assets as of June 30, 2005, December 31, 2004 and 2003
were $60,963, $55,962, and $55,962, respectively.

The company has not been amortizing the costs of the patents but will begin once
they  have  been  approved.  All  costs  associated  with  filing  a  patent are
capitalized unless the patent application is rejected.

6.  RELATED  PARTY  TRANSACTIONS

Included  in  the  accrued  liabilities  of  the  Company as of June 30, 2005 is
$75,000 due to a former officer for the assignment of rights.

During  the year ended December 31, 2004, the Company borrowed $5,000 on a short
term  basis  from an employee. This amount was repaid subsequent to December 31,
2004.  Terms  of the borrowing included no interest and accordingly, no interest
was paid during 2004.

During the year ended December 31, 2003, the Company entered into a construction
services  agreement  with  a  related  entity  controlled  by the brother of the
Company's  former  chief  executive  officer. The Company has paid approximately
$20,000 related to this contract and is disputing any additional payments.

During  the  year  ended  December  31, 2003, the Company made lease payments of
approximately  $23,000  to  a  related  entity  controlled  by  the former chief
executive officer.

The  Company  paid  the  following  amounts  to members of management or related
entities controlled by members of management:

                                       DECEMBER 31
                                    2004         2003
                                  -----------------------
              Commissions         $      -     $ 135,211

              Contract labor        33,500       103,165

              Consulting fees            -        87,866
                                  -----------------------
                                  $ 33,500     $ 326,242
                                  =======================


On  August  18,  2005,  the  Board  of  Directors elected the managing member of
Midtown  Partners  &  Co.,  LLC  to serve as a Class I Director of the Company's
Board  of  Directors. There was no arrangement or understanding between managing
member  and  any  other  person(s)  pursuant  to  which  the managing member was
selected as a director.

Midtown  Partners  &  Co.,  LLC  ("Midtown  Partners"),  is  the  NASD  licensed
broker-dealer  that  assisted  the  Company with its recent private placement of
securities  (the "Private Placement"). Midtown Partners acted as placement agent
for  the Company in connection with the Private Placement. Pursuant to the terms
of  the  placement agent agreement, the Company agreed to pay Midtown Partners a
cash  commission and to issue warrants to Midtown Partners based on a percentage
of  the  securities  sold in the Private Placement. As of June 30, 2005 $305,389
was  paid in commissions and 1,738,882 warrants were issued to Midtown Partners,
LLC  in connection with the placement. In addition, for other services rendered,
the  Company has issued 50,583 shares of its Series B Preferred stock to Midtown
Partners.


                                   F-19
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


In  addition,  the  managing  member  of Midtown Partners & Co., LLC is also the
managing  member  of  Total CFO, LLC ("Total CFO"),which provides consulting and
CFO  services.  The Company has engaged Total CFO to provide accounting services
(the "Services Agreement") for a period of one year beginning June 30, 2005. The
agreement  between  Total  CFO and the Company calls for payments of $10,000 per
month  for  the first three months and $8,500 per month for the remainder of the
agreement.

7.  INCOME  TAXES

For  the  years ending December 31, 2004 and 2003 the Company was an LLC and was
not  a  taxpaying  entity  for federal or state income tax purposes, and thus no
income  tax  expense has been recorded in the accompanying financial statements.
Income of the Company is taxed for federal income tax purposes to the members on
their respective tax return. Irrespective of the fact it was an LLC; the Company
has  had  significant  losses  and  would  have incurred no federal or state tax
expense on a pro forma basis.

The  company  has  net operating loss carryovers which are substantially limited
due  to the change in ownership.  We have provided no current income tax expense
due  to  the  losses  incurred  through  the six months ended June 30, 2005. Net
operating  losses  for  tax  purposes  were approximately $1,400,000 at June 30,
2005,  which  are  available for carry forward.  The Company will elect to forgo
the carry back and will carry the net operating losses forward for twenty years.
We  have  provided  a  100%  valuation  allowance  for  the deferred tax benefit
resulting  from  the  net operating loss carryover due to the fact that we are a
pre  revenue company and have a substantial loss from current operations and the
Company's  inability  to  predict  taxable  income.  In addressing the potential
impact  of  deferred  tax assets, management considers whether it is more likely
than  not  that  some  portion  or  all  of  the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is dependent upon the
generation  of future taxable income during the periods in which those temporary
differences  are  deductible.  A  reconciliation of the statutory Federal income
tax  rate  and  the  effective income tax rate for the six months ended June 30,
2005  is  as  follows:

                                                   JUNE 30,  2005
                                                   --------------

              Statutory federal income tax rate         (34.00)%
              State income taxes, net of federal taxes   (3.93)%
              Non-deductible items                         .23%

              Valuation allowance                        37.70%

              Effective income tax rate                   0.00%

Significant components of deferred tax assets and liabilities are as follows:


                                                   JUNE 30, 2005
                                                   -------------

              Deferred tax assets (liabilities):
              Net operating loss carry forwards       534,007
              Depreciation and amortization            (5,304)
              Deferred tax assets, net                528,703
                                                   -------------
              Valuation allowance                    (528,703)
              Net deferred tax asset                     ---


8.  SERIES  A  PREFERRED  STOCK  OFFERING

On June 27, 2005, the Company completed its Series A Preferred private placement
of  approximately  $3,199,619,  which  such  amount

                                   F-20
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



includes the $1,749,990 that had previously closed on June 22, 2005 and $413,000
of  which  was  stock subscribed as of June 30, 2005. Pursuant to the Securities
Purchase  Agreement,  the  Registrant,  on  June  27, 2005, issued (a) 1,036,629
shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock"),
and  (b)  Class  B Warrants entitling holders of the Series A Preferred Stock to
purchase,  in  the aggregate, 1,727,715 shares of Registrants' common stock, par
value  $.001  per  share  (the  "Common  Stock"),  at  an exercise price of $.80
per  share  (the "Series  A  Financing").  The Series A Preferred Stock converts
into  shares  of  the  Registrant's Common Stock at a price of $.60 per share of
Common  Stock.  The purchase price paid to the Registrant in connection with the
Series  A  Financing  that  closed on June 27, 2005 was $1,036,629. The Series A
Preferred  Stock  and  Class B Warrants were sold to institutional or accredited
investors.

The  Class  B Warrants are exercisable by the holder at any time before the date
five (5) years from the date of issuance. Beginning twelve (12) months following
the  date  of  issuance of the Class B Warrants, if the closing bid price of the
Registrant's  Common Stock exceeds two dollars ($2.00) US for a period of twenty
(20)  consecutive  trading days and the Registrant's Common Stock has an average
trading  volume  in  excess  of  fifty  thousand (50,000) shares per day for the
twenty  (20)  prior  trading  days,  the Class B Warrants may be redeemed by the
Company  at  one  cent  ($.01)  per  warrant.

The  issuance of the Series A Preferred Stock, the Class B Warrants, and related
contract  rights  were  exempt  from  the  registration  requirements  of  the
Securities  Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the
Act  for transactions not involving a public offering and based on the fact that
the  Series  A  Preferred  Stock  and  Class  B  Warrants  were  issued  only to
institutional  or  accredited  investors.

9.  CONVERTIBLE  DEBENTURE  FINANCING

During  May  2005  the  Company  pursuant to a Securities Purchase Agreement and
Share  Exchange  Agreement,  issued  (a)  10%  Convertible Debentures, having an
aggregate  original  principal  balance  of $1,057,250, and (b) Class A Warrants
entitling  the debenture holders to purchase, in the aggregate, 1,334,062 shares
of  the  Registrants'  Common  Stock at an exercise price of $.60 per share (the
"Bridge  Financing").  The  10% Convertible Debentures are due one year from the
date of issuance, or, upon the earlier occurrence of certain events specified in
each  10%  Convertible  Debenture,  all  principal  and accrued interest of each
debenture  automatically  converts  into  either  (a) shares of the Registrant's
Common  Stock  at  a  price of $.40 per share of Common Stock, or (b) units at a
price  of  $.66 per unit, each unit being comprised of (i) one share of Series A
Preferred  Stock  which converts into Common Stock at a price of $.60 per share,
and  (ii)  one Class B warrant, each Class B warrant having an exercise price of
$.80 per share. The purchase price paid to the Registrant in connection with the
Bridge  Financing  was  $1,057,250. The securities issued in connection with the
Bridge  Financing  were  issued  pursuant  to  Rule 506 of Regulation D. The 10%
Convertible  Debentures  and  Class  A  Warrants  were  sold to institutional or
accredited  investors.  The company closed the Bridge Financing in two traunches
raising $565,000 and $492,250 on May 6, 2005 and May 19, 2005 respectively.

During  the  year  ended  June  30,  2005,  the Company issued convertible notes
totaling  $1,057,250. Upon issuance, the Company incurred a debt discount in the
amount  of  $1,057,250  as  a  result  of  the intrinsic value of the beneficial
conversion  feature and the detachable warrants described in Note 10. During the
year  ended June 30, 2005 the Company amortized $144,829 of the debt discount to
interest expense.

10.  OPTIONS  AND  WARRANTS  OUTSTANDING


                                      F-21
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Stock Option Plan

In  November 2001, the shareholders approved an amendment to the Option Plan, to
(1)  increase  the  number of shares reserved for issuance under the Option Plan
from  2,442,857  shares  of Common Stock to 4,442,857 shares of Common Stock and
(2)  effect  various  additional modifications to the Option Plan, including (a)
the  removal  in  its  entirety  of  Section  13  of  the  Option Plan, entitled
"Redemption  of  Shares  by  the  Company,"  (b)  the removal in its entirety of
Section  18  of  the  Option Plan, entitled "Information for Optionees," (c) the
addition  to  Section 17 of the Option Plan, entitled "Amendment and Termination
of  the  Plan"  of  a  fixed  date  of  termination for the Option Plan, (d) the
replacement  of  language  in  Section 3 of the Option Plan, entitled "Number of
Shares Available For Options," to change the current pool of stock available for
issuance  as  options  under  the  Option Plan from fifteen percent (15%) of the
issued and outstanding shares to 4,442,857 shares, and (e) approval and adoption
of  the  Nimbus  Group,  Inc.  2001 Amended and Restated Stock Option Plan (the
"Amended  Option  Plan").  Shares covered by any option granted under the Option
Plan, which expires unexercised, become available again for grant under the
Amended Option Plan.

As part of the share exchange agreement dated May 6, 2005 all options issued and
outstanding were cancelled.  As of June 30, 2005 no options were outstanding.

The  following table summarizes information on all common share purchase options
by  the  company for the year ended June 30, 2005.  The table reflects the 1 for
31  stock  split  effective  August  18,  2005.

<TABLE>
<CAPTION>


                                      2005               2004             2003
                                ------------------  ----------------  --------------
                                          WEIGHTED          WEIGHTED        WEIGHTED
                                          AVERAGE           AVERAGE         AVERAGE
                                          EXERCISE          EXERCISE        EXERCISE
DESCRIPTION                      SHARES   PRICE     SHARES  PRICE    SHARES PRICE
<S>                               <C>       <C>      <C>       <C>     <C>     <C>
Outstanding, beginning of year   33,742   $  7.50   23,935   $ 1.24       -       -
Granted                               -         -   21,744   $ 7.50  23,935  $ 1.24
Exercised                             -         -  (11,937)  $ 1.24       -       -
Cancelled                       (33,742)  $  7.50        -        -       -       -
Forfeited                             -         -        -        -       -       -
                                --------  -------  --------  ------  ------  ------
Outstanding, end of year              -         -   33,742   $ 7.50  23,935    1.24
                                --------  -------  --------  ------  ------  ------
Exercisable                           -             11,247           23,935
                                ========           ========          ======
</TABLE>



                                   F-22
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


The  following  tables  summarizes information on warrants issued by the company
for  the  six months ended June 30, 2005, including and common share equivalents
relating  series  'A'  preferred  share  purchase  warrants.

<TABLE>
<CAPTION>
                                        2005               2004             2003
                                 ------------------  ---------------- -----------------
                                            WEIGHTED          WEIGHTED         WEIGHTED
                                            AVERAGE           AVERAGE          AVERAGE
                                            EXERCISE          EXERCISE         EXERCISE
DESCRIPTION                      WARRANTS   PRICE   WARRANTS  PRICE  WARRANTS  PRICE
<S>                                <C>        <C>     <C>       <C>    <C>       <C>
Outstanding, beginning of year           -       -         -      -         -      -
Granted                         11,096,991  $ 0.76         -      -         -      -
Exercised                                -       -         -      -         -      -
Cancelled                                -       -         -      -         -      -
Forfeited                                -       -         -      -         -      -
                                ----------  ------  --------  -----  --------  -----
Outstanding, end of year        11,096,991  $ 0.76         -      -         -      -
                                ----------  ------  --------  -----  --------  -----
Exercisable                     11,096,991                 -                -
                                ==========          ========         ========
</TABLE>



<TABLE>
<CAPTION>
                                         WEIGHTED AVERAGE
                        REMAINING        CONTRACTUAL LIFE    WEIGHTED AVERAGE
WARRANTS             NUMBER OUTSTANDING     (YEARS)           EXERCISE PRICE
-----------------    ------------------  ----------------    -----------------
<S>                         <C>               <C>                   <C>
Class A Warrants              1,334,602             4.85              $0.60
Class B Warrants              8,023,507             5.00              $0.80
Class BD Warrants               465,638             4.85              $0.60
Class BD-B Warrants             636,622             5.00              $0.60
Class BD-B Warrants             636,622             5.00              $0.80
</TABLE>



In  connection  with the issuance of $1,057,250 of convertible debt as described
in  Note  9,  $1,057,250  of  the proceeds have been allocated to the beneficial
conversion feature of the debentures and the 1,321,563 detachable stock warrants
issued  with  the  debt. Upon surrender of warrants, the holders are entitled to
purchase  shares  of the Company's common stock at an exercise price of $.60 per
share. The warrants have a five year life.

The  fair value of each warrant granted is estimated on the grant date using the
Black-Scholes option pricing model. The following

                                   F-23
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


assumptions were made in estimating fair value:

                                       2005
                            ------------------------
Dividend yield                       0.0%
Risk-free interest rate             3.73%
Expected life                     6 months
Expected volatility                 92.2%

There were no purchase options or warrants outstanding as of December 31, 2004
and 2003.

11.  COMMITMENTS  AND  CONTINGENCIES

The Company leases certain office premises under a non-cancelable operating
lease.  The  lease  expires May 2006 and requires the Company  to  pay  real
estate  taxes,  insurance  and  other  costs.

Aggregate minimum rental commitments at June 30, 2005 under non-cancelable
operating leases are summarized as follows:

                                            GROSS
                              JUNE 30,     RENTALS
                              ---------------------
                                2006      $  41,300


Rental expense included in operations totaled approximately $22,300 and $19,500
for the six months ended June 30, 2005 and 2004, respectively.

Rental expense included in operations totaled approximately $39,000 and $37,000
for the years ended December 31, 2004 and 2003, respectively.

The Company has entered into employment agreements with various officers and key
employees. These agreements establish bonuses based upon performance and provide
for  severance  compensation  under  some  circumstances.  In  addition, certain
employees  are  to  receive  common  stock  on  an annual basis as part of their
compensation. Each of the officers has an employment agreement with

Telzuit  Technologies,  Inc.,  a  wholly owned subsidiary of the Registrant. The
employment  agreement for each of the company's three officers has a term of two
years and provides for an annual salary of $150,000.

On  May  1,  2005,  the  Company  assigned to Taylor Madison Holdings, Inc., and
Taylor  Madison Holdings, Inc. assumed, all rights and obligations under the MLB
License  Agreement.  In addition, the Securities Purchase Agreement dated May 6,
2005 provides for indemnity for the company's previous officers from liabilities
arising  from  the  MLB License Agreement. MLB has not released the Company from
the $35, 000 liability associated with the MLB License Agreement.

On  November  2,  2004,  the Company entered into an Exclusive Manufacturing and
Distribution  Agreement  (the  "Boom  Agreement")  with  Boom,  LLC,  a New York
corporation ("Boom"). Pursuant to the Boom Agreement, the Company appointed Boom
as  its  exclusive manufacturer and distributor for personal care products to be
sold  under  the  MLB  License  Agreement.  Pursuant  to the Boom Agreement, the
Company  is  entitled to retain a royalty payment of 2.5% of net sales under the
MLB License Agreement. As of June 30, 2005, no products had been manufactured or
distributed  under  the  Boom  Agreement.  The  Boom  Agreement  terminates upon
termination of the MLB License Agreement.



                                      F-24
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



On May 1, 2005, the Company assigned to Taylor Madison Holdings, Inc., a Florida
corporation,  and  Taylor  Madison  Holdings,  Inc.  assumed  all  rights  and
obligations  under  the  Boom  Agreement.  In  addition, the Securities Purchase
Agreement  dated  May  6,  2005,  provides  indemnity for the company's previous
officers from liabilities arising from the Boom Agreement. Boom has not released
the Company from the Boom License Agreement.

On  the  July  31,  2004  the Company entered into a five year agreement with an
unrelated  company  to  provide certain software to be used in the operation and
delivery of the Company's product and services. Under the terms of the agreement
the  Company made an immediate non-refundable payment of 86,100 Euro or $108,690
and was due to make additional payments of approximately160,000 Euro or $193,056
during  2005.  In  further consideration of the rights granted to the Company in
relation  to  this agreement it is to pay the provider a royalty equal to (a) 5%
of  the  sales  of  the  Company up to five hundred thousand Euro thereafter (b)
3.75%  for the next five hundred thousand Euro and thereafter (c) 2.5% until the
end of the agreement. To date the Company has not received a working copy of the
software  from  the  provider and therefore has not made any payments beyond the
initial  86,100  Euro or $108,690. The denomination of this agreement in foreign
currency subjects the Company to foreign currency fluctuation risk.

Pursuant  to  the  terms of the Series A Preferred Stock financing, the Series A
investors  are  entitled to receive additional Class B Warrants in the event the
Company has not filed an SB-2 Registration Statement within forty-five (45) days
after  the  date  of  closing  of  the  Series A Preferred Stock financing.  For
purposes  of  computing  such  penalties, the Series A Preferred Stock financing
closed  on  June  22, 2005, and such filing penalty began to accrue on August 6,
2005.  Because  the Company did not timely file its SB-2 Registration Statement,
the  Company owes the Series A investors 1.5% of the sum of the number of shares
of  Common  Stock  issuable upon conversion of the Series A Preferred Stock into
Common Stock, and the number of shares of Common Stock issuable upon exercise of
the  Class  B  Warrants originally issued, and for each subsequent 30-day period
after  August  6,  2005, the Company owes the investors an additional 1.5% until
the SB-2 is filed with the SEC; provided, however, in no event shall the maximum
number  of  Class  B Warrants issued in connection with failure to timely file a
registration  statement  exceed nine percent (9.0%) of the Common Stock issuable
upon conversion of the Series A Preferred Stock and upon exercise of the Class B
Warrants originally issued on the date of the Closing. To date, the Company owes
investors  liquidated  damages  equal  to 4.5%, which equates to 722,116 Class B
Warrants.

In addition to the penalty warrants referenced above, the Series A investors are
also  entitled to receive additional Class B Warrants in the event the Company's
SB-2  Registration  Statement  has not been declared effective by the SEC by the
date  one  hundred  and twenty (120) days after the date of closing the Series A
financing;  provided,  however,  if the SEC issues a full set of review comments
with regard to the SB-2 Registration Statement, then the penalty warrants do not
begin  to  accrue  until  one  hundred and fifty (150) days after the closing of
Series  A  financing.  If the SEC does not ultimately issue a full set of review
comments  with regard to the SB-2 Registration Statement, then the penalties for
failure to have the registration statement declared effective began to accrue on
October  22,  2005.  If  the  SEC  does  ultimately  issue  a full set of review
comments  with  regard  to  the SB-2 Registration Statement, then such penalties
will  not  began  to  accrue  until  November  22,  2005.

The  penalty  based  upon  an  untimely  effective date of the SB-2 Registration
Statement  is  1.5%  of the sum of the number of shares of Common Stock issuable
upon  conversion  of  the  Series  A  Preferred Stock into Common Stock, and the
number  of shares of Common Stock issuable upon exercise of the Class B Warrants
originally  issued, and for each subsequent 30-day period after October 22, 2005
(or  November  22,  2005,  if  applicable),  an  additional  1.5% until the SB-2
Registration  Statement  is  declared  effective; provided, however, in no event
shall the maximum number of Class B Warrants issued due to an untimely effective
date  for  the  SB-2  Registration  Statement  exceed nine percent (9.0%) of the
Common  Stock  issuable upon conversion of the Series A Preferred Stock and upon
exercise  of  the Class B Warrants originally issued on the date of the Closing.
Assuming  that  the SEC does not ultimately issue a full set of review comments,
to  date,  the  Company  owes  investors  liquidated damages equal to 1.5% which
equates  to  240,705  Class  B  Warrants.

The  total  penalties  incurred  pursuant to the terms of the Series A Preferred
Stock  financing  require  the  issuance  of  additional Class B warrants in the
amount of 962,821.  The calculation of these warrants includes the conversion of
the convertible debenture into Series A Preferred shares subsequent to year end.

12.  LEGAL  PROCEEDINGS

Focused  Strategies, Inc. v. Telzuit Technologies, LLC and Telzuit Technologies,
--------------------------------------------------------------------------------
Inc.  On  June 8, 2005, Focused Strategies, Inc., a Florida corporation, filed a
----
Complaint  for  Damages and Declaratory Relief in the Circuit Court of the Ninth
Judicial  Circuit  in and for Orange County, Florida, titled Focused Strategies,
Inc.  v.  Telzuit  Technologies,  LLC  and  Telzuit Technologies, Inc., Case No.
48-2005-CA-004920-O  (the  "FSI Complaint"). In July 2005, Telzuit Technologies,
LLC  and  Telzuit  Technologies,  Inc.  filed  an

                                   F-25
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Introduction,  Answer,  Defenses,  Counterclaims  and  Third Party Claims of the
Defendants  (the  "Answer  and  Counter-Claim").  Telzuit Technologies, Inc is a
Florida  corporation  and  wholly-owned  subsidiary  of Telzuit Medical. Telzuit
Technologies,  LLC  is a Florida limited liability company which owns a majority
of the issued and outstanding capital stock of Telzuit Medical.

Telzuit  Technologies,  LLC hired Focused Strategies, Inc. to provide consulting
services  pursuant  to  an  Engagement  Agreement  dated  March  16,  2001, (the
"Engagement Agreement").  In the FSI Complaint, Focused Strategies, Inc. alleges
that  it performed its duties and obligations under the Engagement Agreement and
seeks  damages  of  $818,678  for alleged unpaid professional fees and expenses.

In addition, in the FSI Complaint, Focused Strategies, Inc. requests declaratory
relief  seeking  (a)  a  determination  as  to  the current ownership of Telzuit
Technologies,  LLC, (b) a determination as to the controlling ownership group of
Telzuit  Technologies,  LLC,  and  (c) a determination as to the validity of the
Share  Exchange Agreement, dated May 6, 2005, between Telzuit Technologies, LLC,
Telzuit  Medical,  et.  al., providing for the transfer of all of the issued and
outstanding  capital  stock  of Telzuit Technologies, Inc. to Telzuit Medical in
exchange for capital stock of Telzuit Medical.

The  management  of  Telzuit  Technologies, LLC, Telzuit Technologies, Inc., and
Telzuit  Medical  believe  that  Focused  Strategies,  Inc.'s  claims  are  not
substantiated  by  the  facts,  are  without  merit,  and intend to defend their
positions  vigorously.  In  the  Answer and Counter-Claim, Telzuit Technologies,
Inc.  and  Telzuit  Technologies, LLC assert a number of defenses in response to
the  allegations made in the FSI Complaint, including fraud, breach of contract,
and  self-dealing.  In  addition,  in  the  Answer  and  Counter-Claim,  Telzuit
Technologies,  Inc.  and  Telzuit  Technologies,  LLC  have filed counter-claims
against  the  claimant  based  on  fraud and breach of contract and cross-claims
against  MKCS, Inc. based on fraud and breach of implied contract. In connection
with  each of these claims, Telzuit Technologies, Inc. and Telzuit Technologies,
LLC seek damages in excess of $15,000.

In  addition,  subsequent  to December 31, 2004, the plaintiffs made an offer to
settle this litigation, which Telzuit LLC has rejected. Management believes that
the  plaintiffs' claims are not substantiated by the facts and intends to defend
Telzuit LLC's position vigorously.

During  2003,  entities  controlled  by  the  former  chief executive officer of
Telzuit  LLC's  brother  initiated  legal  action  in the United States District
Court,  Middle  District  of  Florida,  Orlando Division, seeking an involuntary
bankruptcy  of  the  Company  and  alleging  unpaid  contractual  obligations of
approximately  $650,000.  During  2004  the  bankruptcy  court  declined  the
involuntary  bankruptcy  noting that a valid dispute exists, but that the nature
of  the dispute should be resolved in another court. The plaintiffs proceeded to
appeal.  Subsequent  to December 31, 2004, the appeals court upheld the decision
of the bankruptcy court.

During  2001,  the  Company  entered into an agreement with a former officer and
founder  to pay royalties ranging from $3 to $6 per unit sold up to a maximum of
approximately  $450,000.  On June 7, 2005 the company entered into an assignment
of  rights  agreement  with  the  former officer and founder whereby the company
agreed  to pay $100,000 in four equal installments. The first payment of $25,000
was paid on June 10, 2005.

During  2003  and  2004,  the Board of Directors of the Company voted to rescind
26,198,010 Class A membership units and 1,738,500 Class B membership units which
it  believes  were  issued  improperly  for no consideration. As of December 31,
2004,  two  affected  parties  have  threatened,  but have not brought any legal
action  related  to  the  rescission.  The two parties constituted 13,213,000 of
Class  A  membership  units  and  1,338,500  of  the  Class  B  membership units
rescinded.  The  Company  acknowledges  there  may be additional parties to file
suit. Should any of the affected parties begin legal action, the Company intends
to defend its position vigorously.

The  Company  is  occasionally party to other litigation or threat of litigation
arising  in  the  normal course of business. Management, after consultation with
legal  counsel,  does  not  believe that the resolution of any such matters will
have  a  material  effect  on  the  Company's  financial  position or results of
operations.

                                   F-26
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Except  as  set  forth  above, as of the date of this filing, there are no other
material  pending  legal  or governmental proceedings relating to our company or
properties  to  which we are a party, and to our knowledge there are no material
proceedings  to which any of our directors, executive officers or affiliates are
a  party  adverse  to  us  or  which  have  a  material  interest adverse to us.

13.  SUBSEQUENT  EVENTS

On  August  19,  2005, Telzuit Medical Technologies, Inc. accepted an additional
investment  of  $200,000  as part of its Series A Preferred private placement of
approximately $3,399,610, which amount includes the $1,749,990 previously closed
on  June  22,  2005,  the  $413,000  stock  subscribed at June 30, 2005, and the
$1,036,629  which  closed  on June 27, 2005. Pursuant to the Securities Purchase
Agreement, the Registrant on August 19, 2005, issued 200,000  shares of Series A
Convertible  Preferred  Stock  (the  "Series  A  Preferred Stock"),  and  (b)  a
Class  B  Warrant  entitling  the  Holder of the Series A Convertible  Preferred
Stock  to  purchase  333,334  shares  of  the  Registrant's  Common  Stock at an
exercise  price  of  $.80  per  share  on  a post reverse stock split basis (the
"Series  A  Financing").  The  Series  a  Preferred  Stock  converts  into  the
Registrant's  Common  Stock at a price of $.60 per share on a post reverse stock
split  basis  of  Common  Stock.  The  purchase  price paid to the Registrant in
connection  with the Series A Preferred Financing that closed on August 23, 2005
was  $200,000.  The Series A Preferred Stock and Class B Warrant were sold to an
institutional  or  accredited  investor  (the  "Holder"). The Class B Warrant is
exercisable  by  the  Holder at any time before the date five (5) years from the
date  of  issuance.

All  Convertible  Debentures outstanding as of June 30, 2005 have been converted
into  1,614,551  Series  A  Preferred  Stock  subsequent  to  the  year end. All
converted debentures received the same instrument described herein including the
Class  B  Warrant.

On August 18, 2005, at a special meeting of the shareholders of the Company, the
shareholders  approved,  by  the  requisite  majority  vote,  (a)  to  amend the
Company's Articles of Incorporation to increase the authorized Common Stock, par
value  $.001  per  share,  of  the Company from 50,000,000 shares to 100,000,000
shares;  and  (b)  to  effect  a  1-for-31 reverse stock split of the issued and
outstanding  Common  Stock,  par  value  $.001  per  share,  of  the  Company
(collectively,  the  "Corporate  Actions"). NASDAQ effected the 1-for-31 reverse
stock  split  on  August 22, 2005, upon receipt of stamped Articles of Amendment
and the shareholders' resolution approving the Corporate Actions.

On  August  8,  2005  the  Company  entered  into  a  definitive  agreement with
AlphaMedica to provide marketing services.  The agreement, with a term of twelve
(12)  months,  will  cover  a  broad range of services relating to marketing the
BioPatch  platform.  The  initial focus will be on launching the first marketing
campaign for the BioPatch Wireless Holter Monitor, which the Company anticipates
being  available  for  use  later this year.  In addition, AlphaMedica will help
guide the Company with introducing and marketing the various other products that
the  Company  intends  to  bring  to  market during 2006, including the BioPatch
Wireless  Cardiac  Event  Monitor.  The  anticipated  total expenditures paid to
AlphaMedica  during  the  term of the contract are estimated to be approximately
$500,576.   Of  this amount three of AlphMedica's partners agreed to accept fees
amounting  to  $241,334  in  the  Company's  S-8 stock.  The total number of S-8
shares  awarded by the Company in connection with this agreement is 60,633.  The
remaining  balance  of  $259,242  is  to  be  paid  in two equal installments of
$129,621.

On  August 19, 2005 the Company established a stock-based compensation incentive
plan  for  the purpose of providing a means of non-cash remuneration to selected
eligible participants who contribute to the operating progress and earning power
of  the  Company  and/or  to  provide  incentives  to employees and directors by
offering  them  an  opportunity to acquire a proprietary interest in the Company
(the  "Plan").  The total number of shares of Common Stock reserved for issuance
by  the  Company  either  directly as stock awards or underlying Options granted
under  the  Plan  is  2,024,000.  Shares  may be issued under the Plan only upon
approval  of  the  Board  of  Directors  of  the  Company.  All  such shares are
calculated after the 1 for 31reverse stock split effective on August 22, 2005.


                                   F-27
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                 TELZUIT MEDICAL TECHNOLOGIES, INC. & SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Subsequent  to  year  end,  the  company  has  issued 519,000 and authorized the
issuance  of an additional 456,083 shares. All issued and authorized shares have
been  issued to employees, directors, and consultants and therefore have or will
be  registered  pursuant  to  S-8. Of the shares issued 429,000 shares have been
issued  to  employees,  55,000  have  been  issued  to  directors  and 35,000 to
consultants.  Of the shares authorized, none will be issued to employees, 25,000
are  slated  to  be  issued  to  the  directors  and  the  remaining  431,083 to
consultants.


                                      F-28
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     (b)  None.  However,  in conducting an audit for the Company, PenderNewkirk
revised  the  financial  statements  for Telzuit Technologies, LLC for the years
ended December 31, 2004 and 2003 (the "Telzuit Financial Statements") to reflect
the  omission  of  stock  issued for compensation and services. The inclusion of
these  changes  had  the effect of increasing current liabilities by $13,592 and
$213  for the years ended December 31, 2004 and December 31, 2003, respectively,
and  increasing  the  net  loss  for  2004  and  2003  by  $13,878  and $56,618,
respectively.  The  net effect of these adjustments on equity was an increase of
$14,553  for  the year ended December 31, 2004 and a decrease of $13,349 for the
year ended December 31, 2003. Technologies, LLC formerly owned all of the issued
and outstanding capital stock of Telzuit Technologies, Inc.

     The  Telzuit  Financial  Statements  were  previously  audited  by  Beemer,
Pricher,  Kuehnhackl  &  Heidbrink,  P.A.,  Telzuit  Technologies,  LLC's former
auditors, and were attached as Exhibit 99.5 and Exhibit 99.6 to the Registrant's
Current Report on Form 8-K/A filed on June 29, 2005 with the U.S. Securities and
Exchange  Commission.

ITEM  8A.     CONTROLS  AND  PROCEDURES

(1)  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

      The  Company's  management,  with  the  participation  of  Don Sproat, the
Company's  Chief  Executive  and  Chief  Financial  Officer,  has  evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e)  and  15d-15(e)  under  the  Exchange Act) as of the end of the
fiscal  period  covered  by  this Annual Report on Form 10-KSB.  Based upon such
evaluation,  the  Chief  Executive  Officer  and  Chief  Financial  Officer  has
concluded  that, as of the end of such period, the Company's disclosure controls
and  procedures  were  not  effective  in recording, processing, summarizing and
reporting  information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act within the time periods specified in the
Commission's  rules  and  forms.

     Historically,  the  Company  has  not  had  a formal system of controls and
procedures  due  to  the  fact  that  the  Company  was small in size and had no
operations.  Currently,  management,  with  the oversight of the Chief Executive
and  Chief  Financial  Officer,  is  devoting considerable effort to develop and
implement  a  formal  system  of  disclosure controls and procedures designed to
ensure  that information required to be disclosed in our reports filed under the
Securities  Exchange  Act of 1934 is accumulated and communicated to management,
including  our  President  and Chief Financial Officer, as appropriate, to allow
timely  decisions  regarding  required  disclosure.

     It  should  be  noted that the design of any system of controls is based in
part  upon  certain assumptions about the likelihood of future events, and there
can  be  no assurance that any design will succeed in achieving its stated goals
under  all  potential  future  conditions,  regardless  of  how  remote.


(2)  CHANGES  IN  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

     There  were  no  changes  in  the Company's internal control over financial
reporting  (as defined in Section 240.13a-15(f) or 240.15d-15(f) of the Exchange
Act)  during  our  fourth fiscal quarter ended June 30, 2005 that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.

ITEM  8B.    OTHER  INFORMATION

Not  applicable.

PART  III.

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     As of October 5, 2005, the directors and executive officers of Telzuit
Medical Technologies, Inc., their age, positions, the dates of their initial

                                      -26-
<PAGE>

election or appointment as directors or executive officers, and the expiration
of their terms are as follows:

<TABLE>
<CAPTION>

NAME OF
DIRECTOR/EXECUTIVE
OFFICER                            AGE                POSITION              PERIOD SERVED
------------------          ------------------     -----------------       --------------
<S>                                <C>                   <C>                     <C>
Don Sproat                         49              President, Chief        May 2005 to Present;
                                                   Executive Officer and   term as Class II
                                                   Chief Financial         Director expires in
                                                   Officer; Class II       2008
                                                   Director

James Tolan                        37              Senior Vice President   May 2005 to Present;
                                                   of Business             term as  Class I
                                                   Development and         Director expires in
                                                   Corporate Secretary;    2007
                                                   Class I Director

Michael Vosch                      47              Senior Vice President   May 2005 to Present;
                                                   of Product              term as Class II
                                                   Development; Class II   Director expires in
                                                   Director                2008

Jon C. Stemples                    63              Class III Director      Term as Class III
                                                                           Director expires in
                                                                           2006

Warren D. Stowell                  51              Class III Director      Term as Class III
                                                                           Director expires in
                                                                           2006

Christopher Phillips               33              Class I Director        Term as Class I
                                                                           Director expires in
                                                                           2007
</TABLE>

DUTIES, RESPONSIBILITIES AND EXPERIENCE

     DON  SPROAT.  Mr.  Sproat  has served as a director since May 2005.  He has
over  seventeen  (17)  years  of experience as a CFO/CEO, coupled with three (3)
years  of  public accounting experience.  In addition, he has over five years of
experience  in  direct  sales  and  marketing,  and has managed a field force of
approximately  100  sales  and  service  professionals.  During  his tenure with
companies  as  the  top  financial  person,  he often directed large operational

                                      -27-
<PAGE>

segments  of the business.  He has worked primarily with companies in the $35 to
$50 million revenue per year range.  Mr. Sproat is a Certified Public Accountant
and  has  an  MBA  from  Stetson  University.

     JAMES  TOLAN.  Mr.  Tolan is Senior Vice President of Business Development.
He  has  served  in  this  capacity  since May 2005.  He started his career as a
linguist/analyst  for  the  United States Government.  Following this, he worked
extensively  in  Western  and  Eastern  Europe  in  sales and marketing.  He was
Director  of  Sales for Halifax Properties  for Eastern Europe until 1994.  Upon
returning  to  the  United  States,  he  became  a  licensed  securities broker,
managing  assets  at  International  Assets  Advisory  Corp.,  First  Union
Securities,  and  Park  Financial  Group.  He  held  Series  7,  65  and 63 NASD
licenses,  although  these  licenses  currently are inactive.  Mr. Tolan holds a
bachelors  degree  from  the  University  of  Maryland.

     MICHAEL VOSCH.  Mr. Vosch is Senior Vice President of  Product Development.
He  has served in  this  capacity  since  May  2005.  Mr.  Vosch  has  seventeen
(17)  years  of experience  in  the  IT  industry.  His  areas  of expertise are
in  wireless  and satellite networks, as well as in engineering and nursing.  He
has  seven  (7)  years  of  experience designing network systems for physicians.
Mr.  Vosch  designed  the  Company's  first  product,  the  Bio-Patch,  and is a
co-inventor  of  that  product.

     JON  C. STEMPLES.  Mr. Stemples has thirty-five (35) years of experience in
the  semiconductor  industry,  having  served  at  Agere  Systems,  Lucent
Microelectronics, Ortel Corporation, Level One Communications, Linear Technology
and National Semiconductor as Director of Marketing; Area, Regional and District
Sales  Manager;  Product Marketing Manager and Field Applications Engineer.  His
technical  expertise  ranges  from  communications  chips to data acquisition to
microprocessors.  Mr.  Stemples  holds  a B.S.E.E. from the University of Miami.

     WARREN  D.  STOWELL.  Mr.  Stowell previously served as President and Chief
Executive  Officer  of  Care  Florida,  Inc.,  a  privately-owned  HMO  that was
purchased  by Foundation Health.  Prior to that, Mr. Stowell served as President
and  Chief  Executive  Officer  of  Health  Insurance  Plan  (HIP) of Florida, a
not-for-profit HMO, from 1988 to 1991. From 1983 to 1988, he was responsible for
the operations of five HMOs in Ohio as the President and Chief Executive Officer
of Health America Corporation of Ohio.  Mr. Stowell was also the Chief Financial
Officer/Operating  Officer  of  Comprehensive  Care  Centers, Inc., from 1978 to
1983.

     CHRISTOPHER  PHILLIPS.  Mr.  Phillips is currently the President and CEO of
Apogee Financial Investments, Inc., which provides financial consulting services
and  acts as a merchant bank.  He is also the managing member of Total CFO, LLC,
which  provides  consulting  and  CFO services to a number of companies and high
wealth  individuals.  Mr. Phillips holds a M.Acc. from the University of Florida
and  is  a  Certified  Public  Accountant.

                                      -28-
<PAGE>

SIGNIFICANT EMPLOYEES

     Other  than  the  executive officers named above, the Company does not have
any  "significant  employees."


FAMILY  RELATIONSHIPS

     There  are no family relationships among any of our directors and executive
officers.

INVOLVEMENT IN LEGAL PROCEEDINGS

     To  the  best  of  our  knowledge,  during the past five years, none of our
directors  or  executive officers were involved in any of the following: (1) any
bankruptcy  petition filed by or against any business of which such person was a
general  partner  or  executive  officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or  being subject to a pending criminal proceeding (excluding traffic violations
and  other minor offenses); (3) being subject to any order, judgment, or decree,
not  subsequently  reversed,  suspended  or  vacated,  of any court of competent
jurisdiction,  permanently  or  temporarily  enjoining,  barring,  suspending or
otherwise  limiting  his  involvement  in  any  type  of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a  civil  action), the SEC or the Commodities Futures Trading Commission to have
violated  a federal or state securities or commodities law, and the judgment has
not  been  reversed,  suspended  or  vacated.

AUDIT  COMMITTEE

     We  do  not  have an audit committee currently but one will be appointed as
the  current year progresses.  The board committee that performed the equivalent
functions  of  an audit committee was comprised of Warren Stowell (Chairman) and
Donald Sproat, respectively, neither of whom has been determined to be an "audit
committee  financial  expert."

AUDIT  COMMITTEE  FINANCIAL  EXPERT

     We  do  not currently have an "audit committee financial expert" as defined
under  Item 401(e) of Regulation S-B. As discussed above, our Board of Directors
plans  to  form  an  Audit  Committee  and  is  actively  seeking  to appoint an
individual to the Board of Directors and the Audit Committee who would be deemed
an audit committee financial expert and who would be independent as that term is
used in Item 7(d)(3)(iv) of Schedule 14A.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a)  of  the  Exchange  Act  requires  the  Company's  executive
officers,  directors, and persons who own more than 10% of a registered class of
the Company's equity securities to file an initial report of ownership on Form 3
and  changes  in  ownership  on  Forms 4 or 5 with the SEC.  Executive officers,
directors,  and  greater-than-10% shareholders are also required by SEC rules to

                                      -29-
<PAGE>

furnish  the  Company  with  copies  of  all Section 16(a) forms that they file.
Based  solely on a review of the copies of such forms received by us, or written
representations from certain reporting persons, the Company believes that all of
these  requirements  were  satisfied during the fiscal year ended June 30, 2005,
except  as  follows:

<TABLE>
<CAPTION>

NAME                   FORM     DATE FILED     NO. OF TRANSACTIONS
---------------------  ----  ----------------  -------------------
<S>                    <C>         <C>                <C>
Michael B. Wellikoff    4    November 8, 2004          1
                        4    May 18, 2005              1

Lucien Lallouz          4    November 8, 2004          2
                        4    May 16, 2005              1

Don Sproat              3    May 18, 2005             n/a

James Tolan             3    May 19, 2005             n/a

Michael Vosch           3    May 19, 2005             n/a

Telzuit Technologies,
LLC                     3    May 20, 2005             n/a
</TABLE>

To the best of our knowledge, other than as set forth above, there were no other
late  filings  required  to  be filed under Section 16(a) during the fiscal year
ended  June  30,  2005.

CODE  OF  ETHICS

     Currently,  the  Company has not adopted a Code of Ethics, however, a draft
Code  of  Ethics has been circulated to members of the Board of Directors and it
is  anticipated that the Board of Directors will discuss, and potentially adopt,
a  Code  of  Ethics  at  the  next  meeting  of  the  Board  of  Directors.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table  sets  forth  information  regarding the compensation
earned  by  our  Chief Executive Officer and each of our most highly compensated
executive officers whose aggregate annual salary and bonus exceeded $100,000 for
each  of  the years indicated with respect to services rendered by such persons.

                                      -30-
<PAGE>

<TABLE>
<CAPTION>
                                SUMMARY COMPENSATION TABLE (1)

                                ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                               ----------------------                    -------------------------
                                                                 RESTRICTED
                                                                    STOCK
                                                                   AWARDS/
                                                                  SECURITIES   PAYOUTS
                                                                 UNDERLYING
NAME AND                                            OTHER ANNUAL   OPTIONS      LTIP     ALL OTHER
PRINCIPAL                                 BONUS     COMPENSATION   SARS(2)     PAYOUTS   COMPENSATION
POSITION(2)          YEAR     SALARY       ($)          ($)         (#)         ($)          ($)
<S>                  <C>       <C>         <C>          <C>         <C>         <C>          <C>
------------        -----  -----------  ----------  ----------  ----------   -----------  -----------
Don Sproat,
Chief
Executive            2005  $136,057.91  $27,961.54  $ 5,400.00       -           -            -
Officer              2004  $ 64,903.95  $10,102.50  $ 3,150.00  $ 32,250.00      -            -
                     2003       -           -       $ 4,591.40  $ 23,200.00      -            -

James Tolan,
Senior Vice          2005  $136,057.91  $27,961.54  $ 5,400.00       -           -            -
President            2004  $ 64,903.95  $10,102.50  $74,976.00  $ 43,000.00      -            -
                     2003       -           -           -       $  5,600.00      -            -

Michael              2005  $136,057.91  $27,961.54  $ 5,400.00       -           -            -
Vosch, Senior        2004  $ 64,903.95  $10,102.50  $ 3,150.00       -           -            -
Vice President       2003       -           -       $18,900.00  $101,600.00      -            -
</TABLE>

     1)   Historical  financial  information  presented  is  that  of  Telzuit
          Technologies, LLC, the legal acquirer of Telzuit Medical Technologies,
          Inc.  pursuant  to  the  Share  Exchange  Agreement.  Accordingly, the
          information  for  fiscal year ended June 30, 2004 and June 30, 2003 is
          not comparable to the corresponding period previously reported.

     2)   Amounts  reflect  fair  market  value  of  membership  interests  of
          Telzuit Technologies, LLC issued to the executive officer.


          STOCK OPTIONS AND STOCK APPRECIATION RIGHTS GRANT TABLE (1)

     The following table provides certain information with respect to individual
grants  during  the  2005 fiscal year to each of our named executive officers of
common  share  purchase  options  or  stock  appreciation rights relating to our
common  shares:

<TABLE>
<CAPTION>
               COMMON SHARES     AS PERCENTAGE  EXERCISE        FMV
               UNDERLYING        OF GRANTS      OR              AT
               GRANT OF          TO ALL         BASE            GRANT
NAME           OPTIONS OR SARS   EMPLOYEES      PRICE           DATE            EXPIRATION DATE
<S>                <C>              <C>             <C>             <C>             <C>
-------------  ---------------  --------------  --------------  --------------  ---------------
Don Sproat                   0  Not Applicable  Not Applicable  Not Applicable  Not Applicable
-------------  ---------------  --------------  --------------  --------------  ---------------
Michael Vosch                0  Not Applicable  Not Applicable  Not Applicable  Not Applicable
-------------  ---------------  --------------  --------------  --------------  ---------------
James Tolan                  0  Not Applicable  Not Applicable  Not Applicable  Not Applicable
-------------  ---------------  --------------  --------------  --------------  ---------------
</TABLE>

1)  Historical  financial information presented is that of Telzuit Technologies,
LLC,  the  legal  acquirer of Telzuit Medical Technologies, Inc. pursuant to the
Share  Exchange  Agreement.

                                      -31-
<PAGE>

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS EXERCISE AND VALUATION TABLE (1)

     The  following  table  provides certain information with respect to each of
our  named  executive  officers  concerning any common share purchase options or
stock  appreciation  rights they may have exercised in fiscal year 2005, and the
number  and  value  of  any  unexercised  common share purchase options or stock
appreciation  rights  they  may  hold  as  of  June  30,  2005:

<TABLE>
<CAPTION>
         UNEXERCISED IN-THE-MONEY OPTIONS AND SARS AT DECEMBER 31, 2004


                 SHARES                           NUMBER              VALUE
NAMED EXECUTIVE  ACQUIRED       VALUE             (EXERCISABLE/      (EXERCISABLE/
OFFICER          ON EXERCISE    REALIZED          UNEXERCISABLE)     UNEXERCISABLE)
-------------    -----------    ---------------    ---------------    ---------------
<S>                  <C>             <C>              <C>              <C>
Don Sproat               0      Not Applicable     Not Applicable     Not Applicable
-------------    -----------    ---------------    ---------------    ---------------
Michael Vosch            0      Not Applicable     Not Applicable     Not Applicable
-------------    -----------    ---------------    ---------------    ---------------
James Tolan              0      Not Applicable     Not Applicable     Not Applicable
-------------    -----------    ---------------    ---------------    ---------------
</TABLE>

1)  Historical  financial information presented is that of Telzuit Technologies,
LLC,  the  legal  acquirer of Telzuit Medical Technologies, Inc. pursuant to the
Share  Exchange  Agreement.


COMPENSATION  OF  DIRECTORS

     For  each  meeting  of  the  Board  of Directors attended, each director is
entitled  to  receive  5,000  common shares issued pursuant to the Company's S-8
Registration  Statement and is reimbursed for his or her reasonable expenses for
attending Board and Board committee meetings.  Director compensation is paid, in
shares,  after  each  meeting.

EMPLOYMENT CONTRACTS

     DON SPROAT, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

On January 3, 2005, Telzuit Technologies, LLC entered into a two-year employment
agreement  with Don Sproat (the "Sproat Employment Agreement").  On May 6, 2005,
the  Sproat  Employment  Agreement was assigned to Telzuit Technologies, Inc., a
wholly  owned  subsidiary  of  the  Company.  Under  the  terms  of  the  Sproat
Employment Agreement, Mr. Sproat is entitled to receive a salary of $150,000 per
annum,  subject  to annual increases based on the increase in the consumer price
index,  plus three percent (3%).  In addition, under the terms of the agreement,
Mr.  Sproat  is  (a)  eligible for a performance based bonus amount up to twenty
percent  (20%)  of  Mr.  Sproat's  base  salary,  (b) entitled to receive health
benefits  and  coverage,  and  (c)  entitled to receive a monthly car allowance.

                                      -32-
<PAGE>

     MICHAEL VOSCH, VICE PRESIDENT

     On  January  3,  2005,  Telzuit  Technologies,  LLC entered into a two-year
employment  agreement  with Michael Vosch (the "Vosch Employment Agreement"). On
May  6,  2005,  the  Vosch  Employment  Agreement  was  assigned  to  Telzuit
Technologies, Inc., a wholly-owned subsidiary of the Company. Under the terms of
the  Vosch  Employment  Agreement,  Mr. Vosch is entitled to receive a salary of
$150,000  per  annum,  subject  to annual increases based on the increase in the
consumer  price  index, plus three percent (3%). In addition, under the terms of
the  agreement,  Mr.  Vosch is (a) eligible for a performance based bonus (to be
awarded  by the Chief Executive Officer) an amount up to twenty percent (20%) of
Mr.  Vosch's  base salary, (b) entitled to receive health benefits and coverage,
(c)  entitled to receive paid life insurance for coverage up to $50,000, and (d)
entitled to receive a monthly car allowance.

     JAMES  TOLAN,  VICE  PRESIDENT

     On  January  3,  2005,  Telzuit  Technologies,  LLC entered into a two-year
employment  agreement  with  James Tolan (the "Tolan Employment Agreement").  On
May  6,  2005,  the  Tolan  Employment  Agreement  was  assigned  to  Telzuit
Technologies,  Inc.,  a wholly-owned subsidiary of the Company.  Under the terms
of  the Tolan Employment Agreement, Mr. Tolan is entitled to receive a salary of
$150,000  per  annum,  subject  to annual increases based on the increase in the
consumer  price index, plus three percent (3%).  In addition, under the terms of
the  agreement,  Mr.  Tolan is (a) eligible for a performance based bonus (to be
awarded  by the Chief Executive Officer) an amount up to twenty percent (20%) of
Mr.  Tolan's  base salary, (b) entitled to receive health benefits and coverage,
(c) entitled to receive paid life insurance for coverage up to $50,000, and
(d)  entitled  to  receive  a  monthly  car  allowance.

     LUCIEN LALLOUZ, FORMER CHIEF EXECUTIVE OFFICER

     On May 22, 2003, the Company entered into a five-year employment agreement,
effective  April 1, 2003, with Lucien Lallouz, under which Mr. Lallouz served as
Chief  Executive  Officer of the Company.  Under the terms of the agreement, Mr.
Lallouz  was  to receive an annual base salary of $280,000, subject to an annual
ten percent (10%)  increase  at the discretion of the board of directors.  Under
the agreement, Mr. Lallouz was entitled to health benefits and coverage, and was
entitled  to  participate  in  any  Company  incentive plan.  The agreement also
entitled  Mr.  Lallouz  to  reimbursement  for  all reasonably incurred business
expenses,  including  travel.  Under  the agreement, Mr. Lallouz was entitled to
six  (6) weeks of vacation, including federal holidays.  On or about May 6, 2005
Mr.  Lallouz  resigned  as  the  Chief  Executive  Officer  of  the Company.  In
consideration  for  cancellation of his employment agreement and satisfaction of
certain  other  debts  owing  to  Mr. Lallouz, all of the issued and outstanding
stock  of  Taylor  Madison  Holdings,  Inc.  was  transferred  to  Mr.  Lallouz.

                                      -33-
<PAGE>

     MICHAEL  WELLIKOFF,  FORMER  CHAIRMAN  AND  INTERIM CHIEF FINANCIAL OFFICER

     On  September  1,  2003, effective July 1, 2003, the Company entered into a
three-year  employment  agreement  with  Dr.  Michael Wellikoff, under which Dr.
Michael  Wellikoff  served as Chief Financial Officer of the Company.  Under the
terms  of  the  agreement,  Dr. Wellikoff received an annual salary of $180,000,
subject  to  an annual ten percent (10%) increase at the discretion of the board
of  directors.  Under  the  agreement,  Dr.  Wellikoff  was  entitled  to health
benefits  and coverage, and was entitled to participate in any Company incentive
plan.  The  agreement  also  entitled  Dr.  Wellikoff  to  reimbursement for all
reasonably  incurred business expenses, including travel.  On or about March 31,
2004,  Dr.  Wellikoff  resigned as the Interim Chief Financial Officer.    On or
about  May  6, 2005, Dr. Wellikoff  resigned  as a director of the Company.  The
Company was not required to pay any severance pay to Dr. Wellikoff in connection
with  his  resignations.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

The  table below sets forth information with respect to the beneficial ownership
of  our common stock as of October 5, 2005 for (i) any person who we know is the
beneficial  owner  of more than 5% of our outstanding common stock; (ii) each of
our  directors  or  those nominated to be directors, and executive officers; and
(iii)  all  of  our  directors  and  executive  officers  as  a  group.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
------------------------------------------------------------------------------------
                                                    AMOUNT AND NATURE
                                                           OF
                           NAME AND ADDRESS            BENEFICIAL      PERCENTAGE OF
TITLE OF CLASS             OF BENEFICIAL OWNER(1)      OWNERSHIP(2)     CLASS(3)
------------------------------------------------------------------------------------
<S>                                <C>                     <C>             <C>
Common                     Telzuit Technologies, LLC   26,492,676 common   70.3%
                                                       shares; Directly
                                                       Owned

Common                     Donald  Sproat              2,052,750(4), (5)      5.4%

Common                     Michael Vosch               6,509,116(4),(6)     17.27%

Common                     James Tolan                 1,766,554(4), (7)      4.7%

Common                     Chris Phillips              800,468(8)             2.1%

Common                     Warren D. Stowell           10,000                   *

Common                     Jon C. Stemples             73,180(9)                *

Common                     All Officers and Directors  11,212,068            29.8%
                           as a Group
                           (6 Persons)
</TABLE>

                                      -34-
<PAGE>

*Less than 1%.

(1)  Unless  otherwise  indicated,  the  address  of  each  shareholder  is 5422
     Carrier Drive, Suite 306, Orlando, Florid 32819.

(2)  All  amounts  reflect  1-for-31  reverse  stock  split  that  occurred  on
     August 22, 2005.

(3)  Applicable  percentage  of  ownership  is  based  on  (i) 29,327,051 shares
     of  common  stock  being  issued  and outstanding, and (ii) an aggregate of
     8,356,840  shares of common stock which are issuable upon the conversion of
     5,014,104  shares  of  the  Company's  Series A Convertible Preferred Stock
     currently  issued  and outstanding. Calculations do not include outstanding
     warrants,  options,  or  other  rights  issued  by  the Company, unless the
     reporting  person  is the beneficial owner of the warrant, option, or other
     right.  Beneficial  ownership is determined in accordance with the rules of
     the  Commission  and  generally  includes  voting  of investment power with
     respect  to  securities.  Shares  of  common  stock  subject  to securities
     exercisable  or  convertible into shares of common stock that are currently
     exercisable  or exercisable within 60 days of October 5, 2005 are deemed to
     be beneficially owned by the person holding such ---------- options for the
     purpose  of  computing the percentage of ownership of such persons, but are
     not  treated  as  outstanding  for  the purpose of computing the percentage
     ownership  of any other person. Unless otherwise noted, we believe that all
     shares  are beneficially owned and that all persons named in the table have
     sole voting and investment power with respect to all shares of common stock
     owned by them.

(4)  Telzuit  Technologies,  LLC,  a  Florida  limited  liability  company, owns
     26,492,676  shares  of  Common Stock of the Company. Each of Donald Sproat,
     Michael  Vosch,  and  James Tolan are members of the Board of Directors and
     officers  of  Telzuit  Technologies,  LLC.  (

5)   Includes  (a)  210,000  common  shares  directly  owned  by  Donald Sproat,
     (b)  1,790,100  common  shares  indirectly  owned  by Donald Sproat through
     ownership  of membership units of Telzuit Technologies, LLC, and (c) 52,650
     common  shares  indirectly  owed  by  Thomas  Sproat, the brother of Donald
     Sproat, through ownership of membership units of Telzuit Technologies, LLC.

(6)  Includes  (a)  10,000  common  shares  directly owned by Michael Vosch, and
     (b)  6,499,116  common  shares  owned  indirectly  by Michael Vosch through
     ownership of membership units of Telzuit Technologies, LLC.

(7)  Includes  (a)  210,000  common  shares  directly  owned  by James P. Tolan,
     (b)  1,405,229  common  shares  owned  indirectly by James P. Tolan through
     ownership  of  membership  units  of  Telzuit Technologies, LLC, (c) 15,795
     common  shares  owned indirectly by Brian F. Tolan, the brother of James P.
     Tolan,  through ownership of membership units of Telzuit Technologies, LLC,
     (d)  10,530 common shares owned indirectly by Patrick Tolan, the brother of
     James  P.  Tolan,  through  ownership  of  membership  units  of  Telzuit
     Technologies,  LLC,  (e) 62,500 common shares underlying Series A Preferred
     Stock  of  the company owned by Shawn Tolan, the brother of James P. Tolan,
     and  (f)  62,500  common  shares underlying Series A Preferred Stock of the
     company owned by Martin Tolan, the brother of James P. Tolan.

(8)  Includes  (a)  5,000  common  shares  directly owned by Chris Phillips, (b)
     335,823  common  shares  directly owned by FAMALOM, LLC, an entity in which
     Chris Phillips has an ownership interest, (c) 20,390 common shares directly

                                      -35-
<PAGE>

     owned by Midtown Partners & Co., LLC, an entity in which Chris Phillips has
     an ownership interest, (d) 80,000 common shares underlying warrants held by
     Midtown  Partners  &  Co.,  LLC,  an  entity in which Chris Phillips has an
     ownership  interest,  (e) 280,000 common shares underlying warrants held by
     FAMALOM,  LLC, an entity in which Chris Phillips has an ownership interest;
     (f)  31,815  common  shares underlying Series A Convertible Preferred Stock
     directly  owned  by Chris Phillips; and (g) 47,440 common shares underlying
     Warrants  held  directly  by  Chris  Phillips.  Chris  Phillips  disclaims
     beneficial  ownership  of  these  securities  except  to  the extent of his
     pecuniary  interest  therein,  and  the  inclusion  of these shares in this
     report  shall  not be deemed an admission of beneficial ownership of all of
     the reported shares for purposes of Section 16 or for any other purpose.

(9)  Includes  (a)  10,000  common  shares  owned directly by John Stemples, and
     (b) 63,180 common shares owned indirectly by Jon Stemples through ownership
     of membership units of Telzuit Technologies, LLC.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Except  as  set forth below, there were no transactions during the last two
fiscal  years,  and there are no proposed transactions, to which the Company was
or  is  to  become  a  party  in which any director, executive officer, director
nominee,  beneficial  owner  of  more than five percent (5%) of any class of our
stock,  or  members  of their immediate families had, or is to have, a direct or
indirect  material  interest.

     1.  On  September 21, 2005, the Company entered into a Consulting Agreement
with  Thomas  Sproat,  the  brother of Don Sproat, the Company's Chief Executive
Officer  and  a  director,  pursuant  to  which  Thomas  Sproat  is  to  provide
promotional  marketing  support  to  assist  the  Company in launching its first
product  into  the U.S. medical marketplace. The Consulting Agreement terminates
on  December  31, 2005, but may be continued on a month-to-month basis by mutual
agreement  of  both  parties.  Thomas Sproat will receive an aggregate of 11,750
shares  of  the  Company's  common stock, par value $.001 per share (the "Common
Stock") as compensation for services rendered through December 31, 2005, as well
as performance stock in an amount to be determined by the Compensation Committee
of  the  Company's  Board of Directors. These shares have been registered on the
Company's Registration Statement on Form S-8.

     2.  On  June  30, 2005, the Company engaged Total CFO, LLC ("Total CFO") to
provide  consulting  and  CFO  services for a period of one year (the "Total CFO
Agreement").  Chris  Phillips, a director of the Company, is the managing member
of  Total  CFO.  As compensation for services under the Total CFO Agreement, the
Company  agreed to pay Total CFO a monthly consulting fee of $10,000 for each of
the  first  three  months  and  either  $8,500  or  $7,500 per month thereafter,
depending  on  whether  the Company chooses to use bill pay services provided by
Total  CFO. The Total CFO Agreement can be terminated by either party with sixty
(60) days' advance written notice.

     3. On May 6, 2005, the Company entered into a Securities Purchase Agreement
(the "Securities Purchase Agreement") with Lucien Lallouz, Michael B. Wellikoff,
Taylor  Madison  Holdings, Inc. and Chris Phillips, as authorized representative
for  each of the persons that purchased 10% Convertible Debentures issued by the
Company.  Pursuant  to  the Securities Purchase Agreement and the Share Exchange

                                      -36-
<PAGE>

Agreement  (discussed  in  paragraph  4  below), the Company conducted a private
offering  of  securities  exempt  from  the  registration  requirements  of  the
Securities  Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the
Act  for transactions not involving a public offering and based on the fact that
the offered securities were issued only to institutional or accredited investors
(the  "Private  Offering"). Midtown Partners & Co., LLC ("Midtown Partners"), an
SEC  and  NASD  registered  broker  dealer, acted as the placement agent for the
Company  in  connection  with  the  Private  Offering.  The Company paid Midtown
Partners  a  total  cash  commission  equal  to  $354,228  and issued to Midtown
Partners  warrants  to  purchase,  in  the  aggregate,  1,142,260  shares of the
Company's  common  stock at an exercise price of $0.60 per share and warrants to
purchase,  in  the aggregate, 676,622 shares of the Company's common stock at an
exercise price of $0.80 per share. Chris Phillips, a director of the Company, is
the  President  and  CEO  of  Apogee  Financial  Investments, Inc., which is the
managing  member  of  Midtown  Partners. In addition to the cash commissions and
warrants  described  above,  the  Company  issued  50,583 shares of its Series B
Preferred  Stock  to  Midtown  Partners  for  other  services  performed,  which
converted  into  606,996  shares of common stock upon the 1-for-31 reverse stock
split on August 22, 2005.

     4. On May 6, 2005, the Company entered into a Share Exchange Agreement (the
"Share  Exchange  Agreement")  with Telzuit Technologies, LLC, a Florida limited
liability company, Telzuit Technologies, Inc., a Florida corporation, Michael J.
Vosch,  James  P.  Tolan,  Don  Sproat,  and  Chris  Phillips,  as  authorized
representative for each of the persons that purchased 10% Convertible Debentures
issued  by  the  Company.  Pursuant to the Share Exchange Agreement, the Company
acquired  all  of  the  issued  and  outstanding  capital  stock  of  Telzuit
Technologies,  Inc.  in  exchange for 2,207,723 shares of the Company's Series B
Preferred  Stock  (the "Telzuit Acquisition"). The Telzuit Acquisition closed on
May 6, 2005. Each of Michael J. Vosch (a director), James P. Tolan (a director),
and  Don  Sproat (the Chief Executive Officer and a director) serve on the Board
of  Managers and are officers of Telzuit Technologies, LLC. In addition, each of
Michael  J.  Vosch,  James  P. Tolan and Don Sproat have a significant ownership
interest in Telzuit Technologies, LLC.

     5.  As  a  condition  to closing the transactions contemplated in the Share
Exchange  Agreement,  and  effective as of May 6, 2005, (a) the Company assigned
the  certain  Lease  Agreement  between  the  Company and Turnbury Plaza LTD for
office space at 2875 Northeast 191st Street, Suite 501 and Penthouse 2, Aventura
Florida  33180  to  Taylor  Madison Holdings, Inc.; (b) the Company assigned two
licensing agreements to Taylor Madison Holdings, Inc., (c) all of the issued and
outstanding  stock  of  Taylor  Madison Holdings, Inc. was transferred to Lucien
Lallouz,  the Company's former Chief Executive Officer and a former director, in
consideration  for  the  cancellation  of  his  employment  agreement  and  the
satisfaction of other debts owing to Mr. Lallouz; and (d) the Omniscent Loan (as
defined below) was satisfied, in full, upon payment of $75,000.

     6.  In  November 2004, the Company entered into a debt conversion agreement
(the  "Debt  Conversion  Agreement")  with  Lucien  Lallouz  (the  former  Chief
Executive  Officer  and  a  former  director),  Michael  B.  Wellikoff (a former

                                      -37-
<PAGE>

director  of  the  Company)  and  Omniscent  Corp.,  a Florida corporation whose
president  is  Sharon  Lallouz,  the  wife  of  Lucien  Lallouz.  Under the Debt
Conversion  Agreement, the parties agreed to convert an aggregate of $629,358 of
the Company's debt owed to the parties into an aggregate of 18,241,000 shares of
the Company's common stock.

     7. Mr. Lallouz and the Company had agreed to the purchase and sale of up to
$200,000  of  the  Company  common  stock  at  $0.05 per share. Pursuant to this
agreement,  Mr.  Lallouz  purchased 1,200,000 shares of common stock in exchange
for $60,000 of accrued expenses.

     8.  In November 2004, the Company assigned its license with Gund, Inc. (the
"Gund License Agreement") to Omniscent Corp., a related party whose President is
Sharon  Lallouz,  the  wife of Lucien Lallouz, in exchange for the assumption of
liabilities and obligations arising under the Gund License Agreement.

     9.  Omniscent Corp. loaned the Company $165,000, which was an interest-free
loan due on demand (the "Omniscent Loan"). The Omniscent Loan was paid, in full,
effective  as  of  May  6,  2005,  as  a  condition  to closing the transactions
contemplated  in  the  Share Exchange Agreement. The Company also sold Omniscent
Corp. 305,610 shares of the common stock of the Company for $50,000 at $.016 per
share,  which  was  approximately  115%  of  the  closing  trading  price of the
Company's common stock on September 1, 2003.

     On  August 22, 2005, the Company effected a 1-for-31 reverse stock split of
the  issued  and  outstanding Common Stock of the Company. Except for paragraphs
(6),  (7) and (9), all amounts of Common Stock shown in this item are calculated
on a post-split basis.

TELZUIT TECHNOLOGIES, LLC AS PARENT

     Telzuit  Technologies,  LLC  owns 26,492,676 shares of the Company's common
stock.  The  common  stock  owned  directly  by Telzuit Technologies, LLC equals
approximately  70.3%  of  the issued and outstanding voting capital stock of the
Company.  Don  Sproat (Chief Executive Officer and a director) beneficially owns
approximately  8.3% of the issued and outstanding voting membership interests of
Telzuit  Technologies,  LLC;  Michael J. Vosch (Senior Vice President of Product
Development  and  a  director) beneficially owns approximately 24% of the issued
and  outstanding  voting  membership interests of Telzuit Technologies, LLC, and
James  P.  Tolan  (Senior  Vice  President  of  Business  Development, Corporate
Secretary and a director) beneficially owns approximately 5.1% of the issued and
outstanding  voting  membership  interests  of  Telzuit  Technologies,  LLC.

ITEM  13.  EXHIBITS

See  below.

                                      -38-
<PAGE>

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

     The  historical  financial  information  presented below is that of Telzuit
Technologies,  LLC,  the  legal  acquirer  of Telzuit Medical Technologies, Inc.
pursuant  to  the  Share  Exchange  Agreement.

     AUDIT  FEES.  Our  principal  independent accountant billed us, for each of
the last two fiscal years,  the following  aggregate  fees for its  professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included  in  our  Form  10-QSB reports or other services
normally  provided  in  connection  with  statutory  and  regulatory  filings or
engagements  for  those  two  fiscal  years:

                  Fiscal  Year  ended  June 30,  2005             $52,775
                  Fiscal  Year  ended  December 31,  2004         $0

     AUDIT-RELATED  FEES.  Our  principal  independent accountant billed us, for
each  of  the  last two fiscal years, the following aggregate fees for assurance
and  related  services  reasonably  related  to  the performance of the audit or
review  of  our  financial statements and not reported above under "Audit Fees":

                  Fiscal  Year  ended  June 30,  2005             $0
                  Fiscal  Year  ended  December 31,  2004         $8,564

         TAX  FEES.  Our principal independent accountant billed us, for each of
the  last  two  fiscal  years,  the  following  aggregate  fees for professional
services  rendered  for  tax  compliance,  tax  advice  and  tax  planning:

                  Fiscal  Year  ended  June 30,  2005             $3,000
                  Fiscal  Year  ended  December 31,  2004         $0

     ALL  OTHER  FEES.  Our principal independent accountant billed us, for each
of  the  last  two  fiscal  years, the following aggregate fees for products and
services  provided  by  it,  other than the services reported in the above three
categories:

                  Fiscal  Year  ended  June 30,  2005             $16,056
                  Fiscal  Year  ended  December 31,  2004         $0

                                      -39-
<PAGE>

EXHIBIT  NO.        DESCRIPTION  OF  EXHIBIT

2.01                Share  Exchange  Agreement  dated  May  6,  2005,  by  and
                    among  Registrant,  Telzuit  Technologies,  LLC,  Telzuit
                    Technologies,  Inc.,  Michael  J. Vosch, James P. Tolan, Don
                    Sproat, and Chris Phillips, as authorized representative for
                    each  of  the  persons  that  purchased  the 10% Convertible
                    Promissory Debentures issued by Taylor Madison. (2)

3.01                Articles  of  Incorporation  of  Telzuit  Medical
                    Technologies,  Inc.,  formerly known as Taylor Madison Corp.
                    (4)

3.02                Articles  of  Amendment  to  Articles  of  Incorporation,
                    Certificate  of Designations, Preferences, and Rights of the
                    Series B Preferred Stock. (2)

3.03                Articles  of  Amendment  to  Articles  of  Incorporation,
                    Certificate  of  Designations, Preferences and Rights of the
                    Series A Convertible Preferred Stock (3).

3.04                Bylaws  of  Telzuit  Medical  Technologies,  Inc.,  formerly
                    known as Taylor Madison, Corp. (4)

10.01               Conversion  of  Debt  to  Equity  Agreement.  (1)

10.02               Exclusive  Manufacturing  and  Distribution  Agreement.  (1)

10.03               Assignment  of  Gund,  Inc.  Agreement  (1)

10.04               Securities  Purchase  Agreement  dated  May  6, 2005, by and
                    among  Registrant,  Lucien  Lallouz,  Michael  B. Wellikoff,
                    Taylor  Madison  Holdings,  Inc.,  and  Chris  Phillips,  as
                    authorized  representative  for  each  of  the  persons that
                    purchased  10%  Convertible  Debentures  issued  by  Taylor
                    Madison. (2)

10.05               Form of 10% Convertible Debenture issued on May 6, 2005. (2)

10.06               Form  of  Class  A  Warrant  issued  on  May  6.  2005  to
                    purchaser of the 10% Convertible Debentures. (2)

10.07               Consulting  Agreement,  effective  as  of  May  6,  2005, by
                    and  between  Apogee  Business  Consultants,  LLC,  a Nevada
                    corporation, and Registrant. (2)

10.08               Private  Placement  Agreement  dated  May  6,  2005  by  and
                    between Midtown Partners & Co., LLC and Registrant. (2)

                                      -40-
<PAGE>

10.09               Form  of  Warrant  issued  to  Midtown  Partners  & Co., LLC
                    on May 6, 2005. (2)

10.10               Agreement  by  Registrant  dated  May  6,  2005  regarding 1
                    for 31 reverse stock split. (2)

31.01               Certification  by  Chief  Executive  Officer  and  Chief
                    Financial Officer pursuant to Section 302 (4)

32.01               Section  906  Certification  by  Chief  Executive  Officer
                    and Chief Financial Officer (4)

99.01               Irrevocable  Proxy  granted  by  ZTZ  Trust, Lucien Lallouz,
                    Trustee  to  Telzuit  Technologies,  LLC  to  vote 8,350,000
                    shares of Common Stock of the Registrant. (2)

99.02               Irrevocable  Proxy  granted  by  Michael  B.  Wellikoff  to
                    Telzuit Technologies, LLC to vote 3,478,000 shares of Common
                    Stock of the Registrant. (2)

               (1)  Previously  filed  as  an  exhibit  to  the  Form  8-K filed
                    with the SEC on November 8, 2004, and incorporated herein by
                    reference.

               (2)  Previously  filed  as  an  exhibit  to  exhibit  to the Form
                    8-K filed with the SEC on May 12, 2005.

               (3)  Previously  filed  as  an  exhibit  to  the  Form  8-K filed
                    with the SEC on June 24, 2005.

               (4)  Filed herewith.

                           [signature pages to follow]

                                      -41-
<PAGE>

                                   SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officer.

(Registrant)
TELZUIT MEDICAL TECHNOLOGIES, INC.

By:    /s/ Don Sproat
       --------------
Donald Sproat
President, Chief Executive Officer, and Chief Financial Officer

Date:  October 28, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and at the dates indicated.

By:   /s/ Don Sproat
      --------------
Name:  Donald Sproat
Title: President, Chief Executive Officer, Chief Financial Officer
       and member of the Board of Directors

Date:  October 28, 2005


By:   /s/ James Tolan
      ---------------
Name:  James Tolan
Title: Senior Vice President of Business Development, Corporate
       Secretary, and member of the Board of Directors

Date:  October 28, 2005

By:    /s/ Michael Vosch
       --------------
Name:  Michael Vosch
Title: Senior Vice President of Product Development and member
       Of the Board of Directors

Date:  October 28, 2005

By:    /s/ Chris Phillips
       ------------------
Name:  Chris Phillips
Title: Member of the Board of Directors

                                      -42-
<PAGE>

Date:  October 28, 2005

By:     /s/ Jon Stemples
        ----------------
Name:   Jon Stemples
Title:  Member of the Board of Directors

Date:   October 28, 2005


By:    /s/ Warren Stowell
       ------------------
Name:  Warren Stowell
Title: Member of the Board of Directors

Date: October 28, 2005

                                      -43-
<PAGE>