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

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2004

Or

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

For the transition period from ____________________ to ________________________.

                         Commission File Number: 0-28417

                        KNOWLEDGE TRANSFER SYSTEMS, INC.
              ----------------------------------------------------
               (Exact name of Company as specified in its charter)

          Nevada                               76-0599457
          ---------------------------          -------------------
          (State or other jurisdiction         (IRS Employer
          of incorporation)                    Identification No.)

                                5509 11th Avenue
                               Brooklyn, NY 11219
                    (Address of principal executive offices)

                                 (917) 816-0790
                (Company's telephone number, including area code)

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

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.001
par value

         Indicate  by check mark  whether  the company (1) has 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 company 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 there is disclosure  of delinquent  filers in
response to Item 405 of  Regulation  S-K is not  contained in this form,  and no
disclosure will be contained,  to the best of company'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 company is an accelerated  filer (as
defined in Rule 12b-2 of the Act) [ ] Yes [ X ] No

         The Company's revenues for its most recent fiscal year were $0.

Based on the closing  sales  price of the Common  Stock on April 11,  2005,  the
aggregate market value of the voting stock of the company held by non-affiliates
was $63,661.

         The Company has  2,547,869  shares of common  stock  outstanding  as of
April 11, 2005.

         Documents Incorporated By Reference:  None

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



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
PART I
Item 1. Description of Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5.  Market for Common Equity and Related Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure
Item 8A. Controls and Procedures
Item 8B. Other Information
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits
Item 14. Principal Accountant Fees and Services



<PAGE>



FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-KSB contains forward-looking information.
Forward-looking  information  includes  statements  relating to future  actions,
prospective  products,  future  performance or results of current or anticipated
products,  sales and  marketing  efforts,  costs and expenses,  interest  rates,
outcome of contingencies, financial condition, results of operations, liquidity,
business  strategies,  cost  savings,  objectives  of  management  of  Knowledge
Transfer  Systems,  Inc. (the "Company" or "we") and other matters.  The Private
Securities   Litigation  Reform  Act  of  1995  provides  a  "safe  harbor"  for
forward-looking  information  to  encourage  companies  to  provide  prospective
information  about  themselves  without  fear  of  litigation  so  long  as that
information  is identified as  forward-looking  and is accompanied by meaningful
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ   materially  from  those  projected  in  the   information.
Forward-looking information may be included in this Annual Report on Form 10-KSB
or may be  incorporated  by  reference  from  other  documents  filed  with  the
Securities and Exchange Commission (the "SEC") by the Company. You can find many
of these  statements by looking for words  including,  for example,  "believes,"
"expects,"  "anticipates,"  "estimates"  or similar  expressions  in this Annual
Report on Form 10-KSB or in documents  incorporated  by reference in this Annual
Report on Form 10-KSB.  The Company  undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information
or future events.

         The Company has based the  forward-looking  statements  relating to the
Company's  operations  on  management's  current  expectations,   estimates  and
projections  about the Company  and the  industry  in which it  operates.  These
statements  are  not  guarantees  of  future   performance  and  involve  risks,
uncertainties  and assumptions  that we cannot predict.  In particular,  we have
based many of these  forward-looking  statements  on  assumptions  about  future
events  that may  prove to be  inaccurate.  Accordingly,  the  Company's  actual
results may differ materially from those  contemplated by these  forward-looking
statements.  Any differences could result from a variety of factors,  including,
but not limited to the following:

         o        the  closing  of the  transaction  contemplated  in the  Share
                  Exchange  Agreement,  dated  February  25,  2005,  dated as of
                  February  25,  2005,   among  the  Company,   Global   General
                  Technologies  Inc., Dr. Larry Ball, Steve Miller,  Al Mercado,
                  Andrew Routley, and Alvaro Villa.;

         o        the Company's  ability to manufacture,  market,  and price its
                  prospective products;

         o        the  Company's  ability  to hire and  maintain  the  personnel
                  necessary to run the operations of the Company;

         o        the market demand for the Company's prospective products;

         o        the success of the Company's  marketing and promotion programs
                  in obtaining market  acceptance for its prospective  products;
                  and

         o        market  conditions  affecting  the  prices  of  the  Company's
                  prospective products.






                                       1
<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

According  to the  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended December 31, 2003, the Company was formed on April 26, 1993 under the laws
of Nevada.  From its date of formation  until  December  31,  2002,  the Company
engaged in the development and sale of  technology-based  training solutions and
software  programs  that were used to teach and  train  individuals  to  operate
popular business and home use software programs.

During the fiscal year ending December 31, 2002, the Company ceased its business
operations,  and the Company  has not had any  products,  services,  or business
operations since then.

On October 12,  2004,  Shmuel  Shneibalg  and Steven W.  Bingaman  purchased  an
aggregate of 2,293,224 shares of common stock of the Company pursuant to a Stock
Purchase   Agreement  dated  as  of  May  21,  2004.  Such  shares   represented
approximately 90% of the outstanding  shares of common stock of the Company.  In
consideration for such shares, Messrs.  Shneibalg and Bingaman paid the debts of
the Company, which amounted to $150,000.

On October 11,  2004,  Mr.  Steven K.  Burke,  who was the  Company's  then sole
director and officer, resigned from his position and appointed Dr. Edward Cheng,
Stephen  Wan, and Basilio  Chen as  directors  and  officers of the Company.  On
November 10,  2004,  Messrs.  Cheng,  Wan,  and Chen  resigned as directors  and
officers of the Company and Messrs.  Shneibalg and Bingaman became directors and
officers of the Company.

Since such change in control of the  Company,  the  Company has been  seeking to
identify profitable business opportunities in which to invest. Specifically, the
Company has been actively  negotiating  the  acquisition of Global  Technologies
Inc., a California  corporation engaged in the homeland security industry,  with
respect to computer  software and hardware that is used by businesses in the oil
industry to protect oil pipelines from terrorist attacks.

On February 25, 2005, the Company  entered into a Share Exchange  Agreement (the
"Exchange  Agreement") with Global General  Technologies  Inc. and the following
persons,  who are the owners of all issued and outstanding shares of the capital
stock of Global General  Technologies Inc. (the "GGT  Shareholders"):  Dr. Larry
Ball, Steve Miller, Al Mercado, Andrew Routley and Alvaro Villa.

Pursuant  to the  terms  of the  Exchange  Agreement,  at the  closing  for  the
transaction,  the GGT  Shareholders  shall  assign all of their shares in Global
General  Technologies Inc. to the Company,  so that the Company shall become the
owner of all of the issued and outstanding shares of the capital stock of Global
General  Technologies  Inc. In consideration  for such  assignment,  the Company
shall issue to each GGT Shareholder one share of the Company's  common stock for
each share of the capital stock of Global General  Technologies Inc. assigned to
the Company, so that the GGT Shareholders will be issued the following number of
shares of the Company's common stock:

         Name of Issuee             Number of Shares Issued

         Dr.  Larry Ball            13,100,000
         Steve Miller               600,000
         Al Mercado                 400,000
         Andrew Routley             300,000
         Alvaro Villa               600,000

These shares will be issued in a private  placement  pursuant to Section 4(2) of
the   Securities   Act  of  1933,  as  amended.   These  shares  will  represent
approximately  74.6% of the issued and outstanding  share capital of the Company


                                       2
<PAGE>

on a fully-diluted basis. The parties are currently negotiating the consummation
of the transactions  contemplated by the Exchange  Agreement,  including without
limitation,  the  reduction  of the  number  of  shares  to be issued to the GGT
Shareholders.

The closing of the transactions contemplated by the Exchange Agreement will take
place on the second  business day  following the  satisfaction  or waiver of all
conditions  to the  obligations  of  the  parties  set  forth  in  the  Exchange
Agreement,   including,   without  limitation,   that  the  representations  and
warranties of the parties provided in the Exchange  Agreement are true as of the
date of the closing  and that no suit is pending or  threatened  against  Global
General  Technologies  Inc.  The Exchange  Agreement  may be  terminated  by the
Company if the Company's due diligence  investigation  indicates that any of the
information provided for in the Exchange Agreement is inaccurate,  incomplete or
untrue in a material way.

Upon the  closing,  Dr.  Ball  will be  appointed  as the  President  and  Chief
Executive Officer of the Company and Dr. Ball will be appointed as a director of
the Company.

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive business  opportunities,  primarily from business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive business opportunities.

The Company currently has no employees.

ITEM 2.  PROPERTIES

The Company uses office space at 5509 11th Avenue,  Brooklyn, NY 11219, which is
provided on a gratis basis by Shmuel Shneibalg,  an officer and director.  Prior
to October 12,  2003,  the  Company  used office  space at 62  Crestmont  Drive,
Oakland,  California  94619,  which was  provided on a gratis basis by Steven K.
Burke, the Company's then president.

ITEM 3.  LEGAL PROCEEDINGS

To date,  the  Company is not  involved in any  pending  litigation,  nor is the
Company aware of any pending or contemplated proceedings against it. The Company
knows of no legal  proceedings  pending  or  threatened,  or  judgments  entered
against any of its directors or officers in their capacity as such.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

ITEM 5. MARKET FOR COMPANY'S  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

The  Company's  common  stock has been traded on the Over the  Counter  Bulletin
Board  ("OTCBB")  sponsored by the National  Association of Securities  Dealers,
Inc.  under the  symbol  KTSY.OB.  The  following  table sets forth the range of
quarterly  high  and low  closing  bids  of the  common  stock  as  reported  on
http://finance.yahoo.com  during the fiscal years  ending  December 31, 2003 and
December 31, 2004:





                                       3
<PAGE>

 ----------------------------------------------------------------------
        Financial Quarter                   Bid Information*
 ----------------------------------------------------------------------
 Fiscal Year       Quarter            High Bid           Low Bid
 ----------------------------------------------------------------------
 2004        Fourth Quarter       $0.25            $0.11
             Third Quarter        $2.00            $0
             Second Quarter       $0.01            $0.01
             First Quarter        $0.02            $0.01

 2003        Fourth Quarter       $0.03            $0
             Third Quarter        $0.01            $0.00
             Second Quarter       $0.01            $0.002
             First Quarter        $0.014           $0.001
 ----------------------------------------------------------------------

*The quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
or commission and may not represent actual transactions.

On March 28,  2005,  there  were  approximately  1,369  holders of record of the
Company's common stock.

The Company has not declared or paid any cash  dividends on its common stock nor
does it  anticipate  paying  any in the  foreseeable  future.  Furthermore,  the
Company  expects to retain any future  earnings  to finance its  operations  and
expansion. The payment of cash dividends in the future will be at the discretion
of its Board of  Directors  and will depend upon its  earnings  levels,  capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

The Company has no equity compensation plans.

Recent  Sales  of  Unregistered  Securities;  Use of  Proceeds  from  Registered
Securities.

None.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

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

The following  discussion and analysis  should be read in  conjunction  with the
financial statements included herewith.  This discussion should not be construed
to imply that the results  discussed herein will  necessarily  continue into the
future, or that any conclusion  reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.

Plan of Operation

During the fiscal  years ending  December 31, 2004 and 2003,  the Company had no
business operations or revenues.  Going forward,  the Company intends to acquire
Global General  Technologies  Inc., a company involved in the homeland  security
industry,  with  respect  to  computer  software  and  hardware  that is used by
businesses in the oil industry to protect oil pipelines from terrorist  attacks.
On February  25, 2005,  the Company  entered  into a Share  Exchange  Agreement,
pursuant  to which it will  acquire  all of the  outstanding  shares  of  Global
General Technologies Inc. by issuing shares of the Company's common stock to the
shareholders of Global General Technologies Inc. in exchange for their shares of
the common stock of Global General Technologies Inc.





                                       4
<PAGE>

Financial Condition and Results of Operations

FISCAL YEAR ENDED  DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED  DECEMBER 31,
2003

The  Company  had an  accumulated  deficit as of  December  31, 2004 and 2003 of
$6,990,500 and $8,286,929,  respectively.  As of December 31, 2004 and 2003, the
Company had a working capital deficit of $210,199 and $108,302, respectively.

The Company had no revenues  during the fiscal years ended December 31, 2004 and
2003  because it had no business  operations  during such  fiscal  years.  Total
expenses increased by $82,259,  to $106,107 for the twelve months ended December
31, 2004. Such expenses consisted of accounting and legal expenses.


Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition,  revenues,
results of operations, liquidity or capital expenditures.

ITEM 7.   FINANCIAL STATEMENTS

                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                              FINANCIAL STATEMENTS
                                       AND
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           DECEMBER 31, 2004 AND 2003






                                       5
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                                          PAGE

<S>                                                                                                       <C>
Report of Robison, Hill & Co., Independent Certified Public Accountants...................................F - 1

Balance Sheets  - December 31, 2004 and 2003..............................................................F - 2

Statements of Operations for the Years Ended December 31, 2004 and 2003,
     and the Cumulative Period from September 15, 2003 (Inception of Development Stage)
     to December 31, 2004.................................................................................F - 3

Statements of Stockholders' Equity for the Period From
     June 1, 2000 (inception) to December 31, 2004........................................................F - 4

Statements of Cash Flows for the Years Ended December 31, 2004 and 2003
     and the Cumulative Period from September 15, 2003 (Inception of Development Stage)
     to December 31, 2004.................................................................................F - 6

Notes to the Financial Statements.........................................................................F - 7
</TABLE>


                                            --------------------------




                                       6
<PAGE>








               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and the Shareholders
  Knowledge Transfer Systems, Inc.
  (A Development Stage Company)

         We have audited the  accompanying  balance sheet of Knowledge  Transfer
Systems,  Inc. (a  development  stage  company) (the Company) as of December 31,
2004 and 2003, and the related statements of operations,  and cash flows for the
two years  ended  December  31,  2004 and 2003 and the  cumulative  period  from
September 15, 2003  (inception of  development  stage) to December 31, 2004, and
the statement of stockholders'  equity from June 1, 2000 (inception) to December
31, 2004.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides 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 Knowledge Transfer
Systems,  Inc. (a  development  stage company) as of December 31, 2004 and 2003,
and the results of their operations and their cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States
of America.

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

                                                    Respectfully submitted


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
April 11, 2005

                                      F - 1


                                       7
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                             --------------------------------------
                                                                                    2004                2003
                                                                             ------------------  ------------------
                                      ASSETS
<S>                                                                          <C>                 <C>
CURRENT ASSETS                                                               $                -  $                -
                                                                             ------------------  ------------------

     TOTAL CURRENT ASSETS                                                                     -                   -
                                                                             ------------------  ------------------

NET ASSETS OF DISCONTINUED OPERATIONS                                                         -              51,664
                                                                             ------------------  ------------------

     TOTAL ASSETS                                                            $                -  $           51,664
                                                                             ==================  ==================

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     TRADE ACCOUNTS PAYABLE                                                  $           10,199  $          108,302
     ESCROW ADVANCE                                                                     200,000                   -
                                                                             ------------------  ------------------

     TOTAL CURRENT LIABILITIES                                                          210,199             108,302
                                                                             ------------------  ------------------

NET LIABILITIES OF DISCONTINUED OPERATIONS                                                    -           1,452,283
                                                                             ------------------  ------------------

     TOTAL LIABILITIES                                                                  210,199           1,560,585
                                                                             ------------------  ------------------

STOCKHOLDERS' EQUITY
     PREFERRED STOCK - $0.001 PAR VALUE; 10,000,000 SHARES AUTHORIZED
        SERIES A CONVERTIBLE PREFERRED STOCK; -0- SHARES
           ISSUED AND OUTSTANDING; $1.00 STATED VALUE                                         -                   -
        SERIES B CONVERTIBLE PREFERRED STOCK; -0- SHARES
           ISSUED AND OUTSTANDING; $1,000.00 STATED VALUE                                     -                   -
     COMMON STOCK - $0.001 PAR VALUE; 100,000,000
        SHARES AUTHORIZED; 2,547,869 SHARES AND 254,645
        SHARES OUTSTANDING                                                                2,547                 254
     ADDITIONAL PAID-IN CAPITAL                                                       7,377,754           7,377,754
     NOTES RECEIVABLE FROM STOCKHOLDERS                                                (600,000)           (600,000)
     RETAINED DEFICIT                                                                (6,860,545)         (8,263,081)
     DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE                                      (129,955)            (23,848)
                                                                             ------------------  ------------------
Total Stockholders' Equity                                                             (210,199)         (1,508,921)
                                                                             ------------------  ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $                   $-          51,664
                                                                             ==================  ==================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      F - 2


                                       8
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                                    CUMULATIVE
                                                                                                       FROM
                                                                                                  SEPTEMBER 15,
                                                             FOR THE             FOR THE               2003
                       YEAR ENDED YEAR ENDED INCEPTION OF
                                                           DECEMBER 31,        DECEMBER 31,        DEVELOPMENT
                                                               2004                2003               STAGE
                                                        ------------------  ------------------  ------------------

<S>                                                     <C>                 <C>                 <C>
SALES                                                   $                -  $                -  $                -
                                                        ------------------  ------------------  ------------------

OPERATING EXPENSES                                                 106,107              23,848             129,955
                                                        ------------------  ------------------  ------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS                          (106,107)            (23,848)           (129,955)
                                                        ------------------  ------------------  ------------------

DISCONTINUED OPERATIONS
     INCOME (LOSS) FROM OPERATIONS OF KT SOLUTIONS
       TO BE DISPOSED, NET OF TAX EFFECTS OF $0                          -             (97,575)                  -
     GAIN (LOSS) ON DISPOSAL OF DISCONTINUED
        OPERATIONS                                               1,402,536                   -                   -
                                                        ------------------  ------------------  ------------------

INCOME (LOSS) FROM DISCONTINUED OPERATIONS                       1,402,536             (97,575)           (129,955)
                                                        ------------------  ------------------  ------------------

NET INCOME (LOSS)                                       $        1,296,429  $         (121,423) $         (129,955)
                                                        ==================  ==================  ==================

BASIC AND DILUTED INCOME (LOSS) PER SHARE:
NET INCOME (LOSS) FROM CONTINUING OPERATIONS            $           (0.14)  $           (0.09)
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS          $             1.84  $           (0.38)
                                                        ------------------  ------------------

NET INCOME (LOSS)                                       $             1.70  $           (0.47)
                                                        ==================  ==================

Weighted Average Number of Common
  Shares Used in Per Share Calculation                             763,554             256,481
                                                        ==================  ==================
</TABLE>








   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      F - 3


                                       9
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                     CUMULATIVE
                                                                                                                       FROM
                                                                                                                    SEPTEMBER 15,
                                                                                           Notes                       2003
                                                                             ADDITIONAL  Receivable                 INCEPTION OF
                                          PREFERRED STOCK   COMMON STOCK       PAID-IN      FROM         RETAINED   DEVELOPMENT
                                         ----------------- ----------------
                                          SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL   STOCKHOLDERS     DEFICIT     STAGE
                                         -------- -------- --------- ------  ----------- ------------  ------------ ----------
<S>                                      <C>      <C>       <C>      <C>    <C>          <C>          <C>           <C>
STOCK ISSUED FOR NET ASSETS                     -  $     -   166,237  $ 166  $ 3,583,834  $         -  $          -  $       -
   ACQUIRED, JUNE 1, 2000
EXPENSES PAID BY SHAREHOLDER                    -        -       728      1      231,295            -             -          -
CASH CONTRIBUTED BY SHAREHOLDER                 -        -       626      1      198,999            -             -          -
NOTES PAYABLE AND ACCRUED INTEREST
   ASSUMED BY SHAREHOLDER                       -        -       624      1      198,400            -             -          -
NET LOSS FOR THE PERIOD                         -        -         -      -            -            -    (1,177,091)         -
                                         -------- -------- --------- ------  ----------- ------------  ------------ ----------

BALANCE - DECEMBER 31, 2000                     -        -   168,215    169    4,212,528            -    (1,177,091)         -
EXPENSES PAID BY SHAREHOLDER                    -        -     1,097      1      348,621            -             -          -
ACCOUNTS PAYABLE AND INTEREST PAID
   BY SHAREHOLDER                               -        -     1,725      2      548,012            -             -          -
ASSUMPTION OF NOTE PAYABLE
   FROM SHAREHOLDER                             -        -       (78)     -      (25,000)           -             -          -
SHARES ISSUED FOR SERVICES                      -        -     8,000      8      199,992            -             -          -
SHARES ISSUED FOR NOTES RECEIVABLE
   FROM STOCKHOLDERS, $.05 PER SHARE            -        -    46,100     46    1,152,454   (1,042,500)            -          -
SHARES ISSUED FOR NOTES RECEIVABLE
   FROM STOCKHOLDERS, $.10 PER SHARE            -        -     5,030      5      251,495     (181,500)            -          -
SERVICES RECEIVED IN SATISFACTION OF
   NOTES RECEIVABLE FROM STOCKHOLDERS           -        -         -      -            -      360,000             -          -
ACQUISITION OF GOTHINK!.COM                     -        -       496      -            -            -             -          -
PRIVATE PLACEMENT OFFERING FOR CASH             -        -     1,680      2      209,998            -             -          -
FOREIGN PRIVATE PLACEMENT OFFERING
   FOR CASH                                     -        -       473      -       21,570            -             -          -
CANCELLATION OF COMMON STOCK AND
   RELATED NOTE RECEIVABLE                      -        -        (5)     -         (250)         250             -          -
CASH RECEIVED ON NOTES RECEIVABLE
   FROM STOCKHOLDERS                            -        -         -      -            -       75,000             -          -
</TABLE>


                                     F - 4

                                       10
<PAGE>


                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                     CUMULATIVE
                                                                                                                       FROM
                                                                                                                    SEPTEMBER 15,
                                                                                           Notes                       2003
                                                                             ADDITIONAL  Receivable                 INCEPTION OF
                                          PREFERRED STOCK   COMMON STOCK       PAID-IN      FROM         RETAINED   DEVELOPMENT
                                         ----------------- ----------------
                                          SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL   STOCKHOLDERS     DEFICIT     STAGE
                                         -------- -------- --------- ------  ----------- ------------  ------------ ----------
<S>                                      <C>      <C>       <C>      <C>    <C>          <C>          <C>           <C>
Net loss for the year                           - $      -        - $     -  $        - $          -  $ 3,385,139)  $        -
                                         -------- -------- -------- -------  ---------- -------------  ----------- -----------

BALANCE - DECEMBER 31, 2001                     -        -  232,733     233    6,919,420      (788,750)  (4,562,230)        -
ISSUANCE OF COMMON STOCK                        -        -   18,112      18      311,687             -            -         -
ISSUANCE OF COMMON STOCK FOR
   SERVICES PROVIDED                            -        -    6,100       6      113,494             -            -         -
CANCELLATION OF COMMON STOCK
   AND RELATED NOTE RECEIVABLE                  -        -     (500)     (1)     (24,999)       25,000            -         -
ISSUANCE OF SERIES A PREFERRED
   STOCK FOR SOFTWARE                     875,000  875,000        -       -            -             -            -         -
CANCELLATION OF NOTE RECEIVABLE
   FROM SHAREHOLDERS                            -        -        -       -     (163,750)      163,750            -         -
NET INCOME (LOSS) FOR YEAR                      -        -        -       -            -             -   (3,603,276)        -
                                         -------- -------- -------- -------  ----------- -------------  ----------- ---------

BALANCE - DECEMBER 31, 2002               875,000  875,000  256,445     256    7,155,852      (600,000)  (8,165,506)        -
ISSUANCE OF COMMON STOCK FOR
   SERVICES PROVIDED                            -        -    2,000       2        1,998             -            -         -
CANCELLATION OF COMMON STOCK
   FOR CAPITALIZED SOFTWARE                     -        -   (3,800)     (4)      (7,596)            -            -         -
CANCELLATION OF PREFERRED STOCK
   FOR CONTENT LICENSE AND
   RESALE AGREEMENT                      (875,000)(875,000)       -       -           -             -            -         -
CAPITAL CONTRIBUTED BY SHAREHOLDER              -        -        -       -      227,500             -            -         -
NET INCOME (LOSS) FOR YEAR                      -        -        -       -           -             -      (97,575)  (23,848)
                                         -------- -------- -------- -------  - --------- -------------  ----------- ---------

BALANCE - DECEMBER 31, 2003                     -        -  254,645     254    7,377,754      (600.000)  (8,263,081)  (26,848)
</TABLE>



                                      F - 5


                                       11
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                     CUMULATIVE
                                                                                                                       FROM
                                                                                                                    SEPTEMBER 15,
                                                                                           Notes                       2003
                                                                             ADDITIONAL  Receivable                 INCEPTION OF
                                          PREFERRED STOCK   COMMON STOCK       PAID-IN      FROM         RETAINED   DEVELOPMENT
                                         ----------------- ----------------
                                          SHARES   AMOUNT   SHARES   AMOUNT    CAPITAL   STOCKHOLDERS     DEFICIT     STAGE
                                         -------- -------- --------- ------  ----------- ------------  ------------ ----------
<S>                                      <C>      <C>       <C>      <C>    <C>          <C>          <C>           <C>

SHARES ISSUED FOR SERVICES                     -         - 2,293,224  2,293            -            -             -          -
NET INCOME (LOSS) FOR YEAR                     -         -         -      -            -            -     1,402,536   (106,107)
                                         ------- --------- --------- ------  ----------- ------------  ------------ ----------

BALANCE - DECEMBER 31, 2004                    - $      -  2,547,869 $2,547  $ 7,377,754 $   (600,000) $ (6,860,545) $ (129,955)
                                         ======= ========= ========= ======  =========== ============  ============= ==========
</TABLE>






















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

                                      F - 6


                                       12
<PAGE>




                                         KNOWLEDGE TRANSFER SYSTEMS, INC.
                                          (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                  CUMULATIVE
                                                                                                     FROM
                                                                                                 SEPTEMBER 15,
                                                            FOR THE             FOR THE              2003
                                                           YEAR ENDED          YEAR ENDED        INCEPTION OF
                                                          DECEMBER 31,        DECEMBER 31,        DEVELOPMENT
                                                              2004                2003               STAGE
                                                       ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                    <C>                 <C>                 <C>
     NET LOSS                                          $        1,296,429  $         (121,423) $        (129,955)
     ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
        USED IN OPERATING ACTIVITIES:
     CUMULATIVE EFFECT OF ACCOUNTING CHANGE                             -                   -                  -
     COMMON STOCK ISSUED FOR SERVICES                               2,293                                  2,293
     NET LOSS FROM DISCONTINUED OPERATIONS                              -              97,575                  -
     (GAIN) LOSS FROM DISPOSAL OF DISCONTINUED
        OPERATIONS                                             (1,402,536)                  -                  -
     CHANGES IN ASSETS AND LIABILITIES:
     TRADE ACCOUNTS PAYABLE                                       (96,186)             23,848            (72,338)
                                                       ------------------  ------------------  -----------------

     NET CASH PROVIDED BY (USED IN) CONTINUING                   (200,000)                  -           (200,000)
        ACTIVITIES
                                                       ------------------  ------------------  -----------------
     NET CASH PROVIDED BY (USED IN) DISCONTINUED                        -             (15,976)                 -
                                                       ------------------  ------------------  -----------------
        ACTIVITIES
     NET CASH PROVIDED BY (USED IN) OPERATING                    (200,000)            (15,976)          (200,000)
                                                       ------------------  ------------------  -----------------
        ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
     ESCROW ADVANCE                                               200,000                   -            200,000
     NET CASH FROM DISCONTINUED ACTIVITIES                              -              15,976                  -
                                                       ------------------  ------------------  -----------------
     NET CASH PROVIDED BY (USED IN) FINANCING                     200,000              15,976            200,000
                                                       ------------------  ------------------  -----------------
        ACTIVITIES

NET INCREASE/(DECREASE) IN CASH                                         -                   -                  -
CASH AT BEGINNING OF PERIOD                                             -                   -                  -
                                                       ------------------  ------------------  -----------------
CASH AT END OF PERIOD                                  $                -  $                -  $               -
                                                       ==================  ==================  =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     CASH PAID FOR INTEREST                            $                -  $           14,388  $               -
                                                       ==================  ==================  =================

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
     COMMON STOCK ISSUED FOR SERVICES PROVIDED         $            2,293  $            2,000  $           2,293
     CANCELLATION OF COMMON STOCK FOR CONTENT
        LICENSE AGREEMENT                                               -              (7,600)                 -
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                      F - 7


                                       13
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

ORGANIZATION- On August 1, 1992 Missaticum, Inc. dba QtrainCorp was incorporated
under the laws of the State of  California.  On October  4,  1996,  its name was
changed  to KT  Solutions,  Inc.  It was formed  for the  purpose of  developing
technology based training solutions.  It creates software programs that are used
to teach and train  individuals  how to operate  popular  business  and home use
software programs.

On June 1, 2000, the former  shareholders of KT Solutions,  Inc.  entered into a
stock exchange  agreement with enSurge,  Inc. (enSurge) whereby enSurge acquired
all of the  outstanding  common  shares of KT  Solutions,  Inc.  from its former
shareholders in exchange for the issuance of 500,000 shares of enSurge's  common
stock and options to purchase  250,000 shares of enSurge's common stock at $4.00
per share.  In addition,  enSurge issued  warrants to purchase  50,000 shares of
common  stock at $0.10 per share as a finder's  fee.  As a result,  the  Company
became a wholly-owned subsidiary of enSurge, Inc.

The acquisition of KT Solutions, Inc. was recorded by enSurge using the purchase
method of accounting.  The 500,000 common shares issued and the 300,000  options
issued were  recorded at their fair values of  $2,240,000  ($4.48 per share) and
$1,120,000,  respectively.  The value of the  options was  determined  using the
Black-Scholes  option  pricing model with the following  assumptions:  risk free
interest rate of 6.0%,  expected  dividend  yield of 0%,  volatility of 577% and
expected life of 5 years.

For  financial  reporting  purposes,  KT  Solutions,  Inc. was  considered a new
reporting entity on June 1, 2000. The accompanying  financial statements reflect
the  operations of KT Solutions,  Inc. from June 1, 2000. The purchase price was
allocated to the assets and  liabilities at their fair value.  The excess of the
purchase price over the fair value of the net assets acquired was $4,342,278 and
was allocated to goodwill.  Goodwill was being  amortized over five years by the
straight-line method.

REORGANIZATION - On April 25, 2001, enSurge,  Inc.  consummated a stock exchange
agreement with GoThink!.com,  Inc., a publicly held Nevada corporation,  whereby
all of the  1,368,387  outstanding  common  shares of KT  Solutions,  Inc.  were
transferred  to   GoThink!.com   Inc.  in  exchange  for  8,000,000   shares  of
GoThink!.com,  Inc.  common  stock.  As a  result  of  the  stock  exchange,  KT
Solutions,  Inc.  became  a  wholly-  owned  subsidiary  of  GoThink!.com,  Inc.
GoThink!.com, Inc. had 496 shares of common stock outstanding prior to the stock
exchange but after a 1-for-100 reverse stock split.

The stock exchange has been accounted for as the reorganization of KT Solutions,
Inc.  Accordingly,  the accompanying  financial statements have been restated to
reflect the effects of the 5.84-for-1  equivalent stock split that resulted from
8,000,000  shares of  GoThink!.com,  Inc. being issued in exchange for 1,368,387
previously outstanding shares of KT Solutions,  Inc.  GoThink!.com,  Inc. had no
assets or operations prior to or at the date of the reorganization. Accordingly,
the acquisition of GoThink!.com,  Inc. was not considered a business combination
but was  considered  the issuance of common stock in exchange for the assumption
of  liabilities.   The  496  common  shares  held  by  the  GoThink!.com,   Inc.
shareholders  that remained  outstanding were recorded as issued in exchange for
the assumption of $57,560 of accounts  payable.  The operations of GoThink!.com,
Inc. have been included in the accompanying  financial  statements from April 1,
2001  (which  was  the   beginning  of  the   accounting   period  during  which
GoThink!.com, Inc. was purchased).


                                      F - 8


                                       14
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
(Continued)

On April 23, 2001,  the articles of  incorporation  of  GoThink!.com,  Inc. were
amended  to change  its name to  Knowledge  Transfer  Systems,  Inc.  (hereafter
referred to as the Company) and to modify the authorized capital for the Company
such that the Company is  authorized  to issue  10,000,000  shares of  preferred
stock  having a par value of $0.001 per share and  100,000,000  shares of common
stock  having a par  value of  $0.001  per  share.  The  accompanying  financial
statements have been adjusted to reflect the change in the authorized capital.

BANKRUPTCY  OF  SUBSIDIARY  - On  September  15,  2003,  KT  Solutions,  Inc., a
California  corporation  and wholly owned  subsidiary of the Company,  filed for
Chapter 7 bankruptcy in Alameda County, Oakland, California.

USE OF ESTIMATES - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

BUSINESS  CONDITION - The Company has an accumulated  deficit as of December 31,
2004 and 2003 of $6,990,500  and  $8,286,929,  respectively.  As of December 31,
2004 and 2003,  the  Company  had a working  capital  deficit  of  $210,199  and
$108,302,  and the Company's wholly owned  subsidiary,  KT Solutions,  Inc., has
filed chapter 7 bankruptcy.  These conditions raise  substantial doubt about the
Company's  ability to continue as a going  concern.  The Company needs to obtain
additional  financing  to fund  payment of  obligations  and to provide  working
capital for operations.  Management is seeking additional financing,  and is now
looking for a merger or acquisition  candidate.  The Company  intends to acquire
interests in various business opportunities, which in the opinion of management,
will provide a profit to the Company.  On February 25, 2005, the Company entered
into a Share Exchange Agreement with Global General Technologies,  Inc. ("GTT"),
whereby the Company will acquire all of the issued and outstanding shares of GGT
in exchange for  15,000,000  shares of the Company.  Management  believes  these
efforts will generate  sufficient  cash flows from future  operations to pay the
Company's  obligations and working  capital needs.  There is no assurance any of
these  transactions  will occur.  The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

NATURE OF  OPERATIONS - The  Company,  through its wholly  owned  subsidiary  KT
Solutions,  Inc., was involved in developing  technology-based training products
and marketing  those products.  On September 15, 2003, KT Solutions,  Inc. filed
Chapter 7  bankruptcy,  and  management  has decided to change the direction the
Company is going and is now looking for a merger or acquisition  candidate.  The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.  As of September
15, 2003,  the Company was in the  development  stage.  On October 12, 2004, the
Company disposed of its wholly owned subsidiary KT Solutions,  Inc. as part of a
stock purchase agreement that resulted in a change in control of the Company.

FINANCIAL   INSTRUMENTS-The   carrying  amounts  reported  in  the  accompanying
financial  statements  for  cash,  trade  accounts  receivable,  trade  accounts
payable,  accrued  liabilities,  capital  lease  obligations  and notes  payable
approximate their fair values because of the immediate or short-term  maturities
of these financial instruments.

                                      F - 9


                                       15
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
(Continued)

PRINCIPLES OF CONSOLIDATION - The consolidated  financial statements include the
accounts of Knowledge  Transfer and KT  Solutions.  The results of  subsidiaries
acquired or sold during the year are consolidated  from their effective dates of
acquisition  through their effective  dates of disposition.  All material inter-
company accounts and transactions have been eliminated. On October 12, 2004, the
Company disposed of its wholly owned subsidiary KT Solutions,  Inc. as part of a
stock purchase agreement that resulted in a change in control of the Company.

CASH  EQUIVALENTS  - For the  purpose  of  reporting  cash  flows,  the  Company
considers all highly liquid debt  instruments  purchased  with maturity of three
months or less to be cash equivalents to the extent the funds are not being held
for investment purposes.

NET LOSS PER  COMMON  SHARE - Basic net loss per  common  share is  computed  by
dividing net loss by the weighted  average  number of common shares  outstanding
during the year.  Diluted net loss per common share ("Diluted EPS") reflects the
potential  dilution  that could  occur if stock  options or other  common  stock
equivalents  were exercised or converted into common stock.  The  computation of
Diluted EPS does not assume exercise or conversion of securities that would have
an anti-dilutive effect on net loss per common share.

NOTE 2 - STOCKHOLDERS' EQUITY

On May 7, 2003, the Company issued 2,000 shares of common stock at a fair market
value of approximately $0.002 for professional  services rendered amounting to a
charge to operations of $2,000.

On August 15, 2003,  the Company filed a Certificate  of  Designation  which was
approved by the Board of Directors to issue a new class of Preferred  Stock. The
designation  consists  of 100,000  shares of Series "B:  Preferred  Stock with a
"Stated  Value" of $1,000 per share.  As of September  30, 2004,  no shares have
been issued.

On August 23, 2003, the Company sold the Business Development Series, e-learning
content and software from Innovative Software Technologies, Inc. (Innovative) in
exchange for 875,000 of the  Company's  Series A preferred  shares with a stated
value  of $1.00  per  share.  The  preferred  shares  were  convertible,  at the
discretion of Innovative to the Company's common stock at 95% of the fair market
value of the Company's  common stock based on a five day average  proceeding the
date of conversion.  The President and Chief Executive  Officer of Innovative is
the former President and Chief Executive Officer of Ensurge, Inc., which was the
parent  company of KT  Solutions,  Inc. At the time of the sale of the  Business
Development Series to Innovative Software Technologies,  Inc. for 875,000 of the
Company's preferred shares,  there was no related party relationship between the
companies  and/or the officers and directors of the companies at the time of the
transaction.

On August 23, 2003,  the Company signed a Content  License and Resale  Agreement
with Innovative Software Technologies, Inc. (IST), a California corporation. The
Company sold  $125,000  (retail  value) of on-line  training  products to IST in
exchange for 3,800 common shares of the Company's stock which were held by IST.


                                     F - 10


                                       16
<PAGE>




                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - STOCKHOLDERS' EQUITY (CONTINUED)

On July 29, 2004, the Company  authorized a 1 for 500 reverse stock split of the
Company's  common  stock.  The stock  split  provided  that in no case shall any
shareholders  holdings  be reduced to less than 100 shares.  The  reverse  stock
split  reduced  the number of  outstanding  common  shares  from  49,843,268  to
254,645.  All  references  to  the  Company's  common  stock  in  the  financial
statements have been restated to reflect the reverse stock split.

On October 12, 2004,  the Company  issued  2,293,224  shares of common stock for
services valued at $2,293 related to a change in control of the Company.

NOTE 3 - DISCONTINUED OPERATIONS

On September 15, 2003, KT Solutions,  Inc., a California  corporation and wholly
owned  subsidiary  of the  Company,  filed for Chapter 7  bankruptcy  in Alameda
County, Oakland, California.

The assets and liabilities of KT Solutions, Inc. consisted of the following:

<TABLE>
<CAPTION>
                                                                                         December 31,       December 31,
                                                                                             2004               2003
                                                                                      ------------------  -----------------

<S>                                                                                   <C>                 <C>
Cash                                                                                  $                -  $           3,924
Trade accounts receivable                                                                              -                  -
Inventory                                                                                              -             37,951
Property and Equipment, net of $39,573 and $109,306
   accumulated depreciation, respectively                                                              -              4,461
Deposits                                                                                               -              5,328
                                                                                      ------------------  -----------------
    Total assets                                                                      $                -  $          51,664
                                                                                      ------------------  -----------------

Trade accounts payable                                                                $                -  $         495,505
Accrued liabilities                                                                                    -            394,121
Deferred revenue                                                                                       -             45,063
Other current liabilities                                                                              -             10,000
Capital lease obligation - current portion                                                             -              1,856
Notes payable - current portion                                                                        -            202,771
Notes payable - related parties                                                                        -            302,967
                                                                                      ------------------  -----------------
    Total liabilities                                                                                  -          1,452,283
                                                                                      ------------------  -----------------

    Net liabilities to be disposed of                                                 $                -  $      (1,400,619)
                                                                                      ==================  =================
</TABLE>

On October 12,  2004,  the Company  disposed of its wholly owned  subsidiary  KT
Solutions,  Inc. as part of a stock purchase agreement that resulted in a change
in control of the  Company.  This  disposal  resulted  in a gain on  disposal of
discontinued operations of $1,402,536.


                                     F - 11


                                       17
<PAGE>




                                         KNOWLEDGE TRANSFER SYSTEMS, INC.
                                          (A DEVELOPMENT STAGE COMPANY)
                                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED)

Net assets and liabilities to be disposed of have been separately  classified in
the accompanying  consolidated  balance sheet at December 31, 2003. The December
31, 2003  balance  sheet has been  restated to conform  with the current  year's
presentation.

The Company  received $10,000 in the second quarter of 2003 as a deposit against
the sale of certain  KT  Solutions,  Inc.  assets.  The  closing of this sale of
assets is contingent upon the ability of the companies to meet certain terms and
conditions precedent to close.

Operating  results of this  discontinued  operation for the years ended December
31,  2004  and  2003  are  shown  separately  in the  accompanying  consolidated
statement of operations.  The operating statement for December 31, 2003 has been
restated to conform  with the  current  year's  presentation  and are also shown
separately.  The operating results of this discontinued  operation for the years
ended December 31, 2004 and 2003 consist of:

<TABLE>
<CAPTION>
                                                     For the years ended
                                                         December 31,
                                            --------------------------------------
                                                   2004                2003
                                            ------------------  ------------------

<S>                                         <C>                 <C>
Sales                                       $                -  $           18,820
Operating Expenses                                           -            (330,736)
Gain on Sale of Capitalized Software                         -             293,489
Gain on Disposal of Discontinued Operations          1,402,536                   -
Interest Expense                                             -             (79,148)
                                            ------------------  ------------------
Net Income (Loss)                           $        1,402,536  $          (97,575)
                                            ==================  ==================
</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

On April 24, 2001,  Mr. Steve Burke,  former  President  and CEO of the Company,
purchased  24,000  shares of Common  Stock of the  Issuer at a price of $.05 per
share utilizing a loan, in the principal amount of $600,000,  made pursuant to a
Promissory  Note dated April 25, 2001.  According to the terms and conditions of
the Promissory  Note, Mr. Burke agreed to pay the Company a principal sum of six
hundred thousand dollars ($600,000) together with interest on the unpaid balance
thereof at a rate of six percent  (6%) per annum with the  principal of the note
due in full by December 31, 2004. No interest is accrued on the note until it is
paid. The notes  receivable are partial  recourse notes in that each investor is
unconditionally  obligated to pay 10% of the amount of their note in addition to
the return of the shares of common stock in the event of default under the terms
of the notes.

NOTE 5 - CURRENT LIABILITIES

On October 12, 2004, the Company  entered into a Share  Purchase  Agreement with
Shmuel Shneibalg and Steven W. Bingaman,  whereby Mr. Shneibalg and Mr. Bingaman
purchased  2,293,224  shares of common  stock in  exchange  for  services.  Upon
entering into this agreement,  $200,000 was deposited into an escrow account and
was to be used to pay the debt and  expenses of the Company.  This  $200,000 was
advanced to the Company by Global General  Technology  ("GGT").  On February 25,
2005, the Company entered into

                                     F - 12


                                       18
<PAGE>



                        KNOWLEDGE TRANSFER SYSTEMS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - CURRENT LIABILITIES (CONTINUED)

a Share Exchange Agreement with GGT, whereby the Company will acquire all of the
issued and  outstanding  shares of GGT in exchange for 15,000,000  shares of the
Company.  At the closing of this  agreement,  the  advance of $200,000  would be
absorbed  in the  acquisition.  In the event the  share  exchange  does not take
place,  the Company would owe the $200,000 to GGT. As of December 31, 2004,  the
advance of $200,000 is a current liability of the Company.

                                     F - 13


                                       19
<PAGE>


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

None

ITEM 8A.  CONTROLS AND PROCEDURES

Based on an evaluation  under the supervision and with the  participation of the
Company's management as of a date within 90 days of the filing date of this Form
10-KSB,  the Company's chief executive  officer and chief financial officer have
concluded that the Company's  disclosure  controls and procedures (as defined in
Rules  13a-14(c) and  15d-14(c)  under the  Securities  Exchange Act of 1934, as
amended  (Exchange Act) are effective to ensure that information  required to be
disclosed by the Company in reports that it files or submits  under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in Securities and Exchange Commission rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken. However, the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood  of future  events and there is no  certainty  that any  design  will
succeed in achieving its stated goal under all potential future  considerations,
regardless of how remote.

ITEM 8B.  OTHER INFORMATION

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers.

The following  table sets forth the names,  ages, and positions with the Company
for each of the directors and officers of the Company as of March 30, 2005.

         NAME                      AGE  POSITIONS AND OFFICES

         Shmuel Shneibalg           34  President, Secretary, and Director

         Steven W. Bingaman         47  Vice President, Treasurer,
                                        and Director

All  executive  officers are elected by the Board and hold office until the next
annual meeting of  stockholders  or until their  successors are duly elected and
qualified.  There is no  family  relationship  among  the  above  directors  and
officers.

The following is a brief  account of the  education  and business  experience of
each director and executive  officer  during the past five years,  and any other
directorships  held in reporting  companies.  There are no family  relationships
among the persons described below.

Mr. Steven W. Bingaman became the  Vice-President  and a Director of the Company
on November  10, 2004.  Mr.  Bingaman is Managing  Member of Appleby  Partners &
Company LLC, a private  investment  firm and is also  President  and Director of
Home Solutions Health,  Inc., a public consumer product company. Mr. Bingaman is
a graduate of  Princeton  University  and NYU Graduate  School of  Business.  In
December  2002,  Mr.  Bingaman  entered into a  Cease-and-Desist  Order with the
Securities and Exchange  Commission,  without admitting or denying findings,  to
committing or causing any violations and any future  violations of Section 17(a)
of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5.



                                       20
<PAGE>

Mr. Shmuel Shneibalg became the President,  CEO, Secretary and a Director of the
Company  on  November  10,  2004.  Mr.  Shneibalg  has prior  experience  in the
construction and sales  businesses.  Since May 2001, Mr. Shneibalg has served as
Chairman,   Chief   Executive   Officer,   Secretary  and  Director  of  Safetek
International,  Inc., a publicly  traded  company,  and as the Vice President of
Home Solutions Health, Inc., a public consumer product company.

From October 11, 2004 to November 10, 2004,  Basilio  Chen,  Edward  Cheng,  and
Stephen Wan served as the Company's officers and directors. Prior to October 10,
2004, the Company's sole director and officer was Steven K. Burke.

Audit Committee Financial Expert.

The Board of Directors has not  established an audit committee and does not have
an audit committee  financial expert.  The Board is of the opinion that an audit
committee is not  necessary  since the Company has had only two directors and to
date, such directors have been performing the functions of an audit committee.

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

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  officers and
Directors  of the  Company  and  persons  who own  more  than ten  percent  of a
registered class of the Company's equity securities to file reports of ownership
and changes in their  ownership  with the  Securities  and Exchange  Commission.
Copies of such reports are required to be furnished to the Company.  The Company
believes that during the year ended  December 31, 2004,  Mr. Steven K. Burke did
not timely comply with such requirements.

Code of Ethics. The Company has not adopted a Code of Ethics because the Company
currently has no business operations.

ITEM 10.  EXECUTIVE COMPENSATION

The  following  table  presents  certain  specific  information   regarding  the
compensation  of the Chief  Executive  Officers of the Company,  during the last
three fiscal years.  No executive  officer of the Company  received a salary and
bonus in excess of $100,000 during the fiscal year ended December 31, 2004.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------
                                     SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------
NAME AND    FISCAL    ANNUAL COMPENSATION              LONG-TERM COMPENSATION
PRINCIPAL   YEAR
POSITION    COVERED   SALARY    BONUS   OTHER ANNUAL   AWARDS                 PAYOUTS
                      ($)       ($)     COMPENSATION   RESTRICTED SECURITIES  LTIP       ALL OTHER
                                        ($)            STOCK      UNDER-      PAYOUTS    COMPEN-
                                                       AWARD(S)   LYING       ($)        SATION
                                                                  OPTIONS/               ($)
                                                                  SARS (#)
(A)         (B)       (C)       (D)     (E)            (F)        (G)         (H)        (I)
------------------------------------------------------------------------------------------------------
<S>         <C>       <C>       <C>     <C>            <C>        <C>         <C>        <C>
Shmuel      2004*     0         0       0              0          0           0          0
Shneibalg
------------------------------------------------------------------------------------------------------
Steven    K.2004**    0         0       0              0          0           0          0
Burke
------------------------------------------------------------------------------------------------------
            2003      0         0       0              0          0           0          0
------------------------------------------------------------------------------------------------------
            2002      0         0       0              0          0           0          0
------------------------------------------------------------------------------------------------------
</TABLE>

* Mr. Shneibalg has been the Chief Executive Officer since November 10, 2004. **
Mr. Burke resigned as Chief Executive Office on October 11, 2004.

No options were granted to any employee or executive  officer  during the fiscal
year  ended  December  31,  2004.  No  employee  or  executive  officer  has any
employment agreements with the Company.



                                       21
<PAGE>

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

The following  table lists, as of March 30, 2005, the number of shares of Common
Stock beneficially owned by (i) each person or entity known to the Company to be
the beneficial owner of more than 5% of the outstanding  common stock; (ii) each
officer and director of the Company;  and (iii) all officers and  directors as a
group.  Information  relating to  beneficial  ownership  of common  stock by our
principal  stockholders  and management is based upon  information  furnished by
each  person  using  "beneficial  ownership"  concepts  under  the  rules of the
Securities and Exchange Commission.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes  the power to vote or direct  the  voting  of the  security,  or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial  interest.  Except as noted below, each person has sole
voting and investment power.

There are no outstanding options,  warrants or other securities convertible into
shares of common stock.

The percentages  below are calculated  based on 2,547,869 shares of Common Stock
issued and outstanding.  Unless otherwise  provided,  the address of each person
listed in the  following  table is c/o David Lubin &  Associates  92  Washington
Avenue, Cedarhurst, New York 11516.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
        Officers, Directors, and         Title of Class    No. of Shares      Beneficial Ownership
            5% Stockholders
--------------------------------------------------------------------------------------------------------

<S>                                     <C>            <C>              <C>
Shmuel Shneibalg                        Common           2,293,224*       90%
--------------------------------------------------------------------------------------------------------
Steven W. Bingaman                      Common           2,293,224*       90%
--------------------------------------------------------------------------------------------------------
All directors and
executive officers as a                 Common           2,293,224*       90%
group (2 persons)
--------------------------------------------------------------------------------------------------------
</TABLE>

*    Mr. Shneibalg and Mr. Bingaman hold their shares jointly.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 24, 2001,  Mr. Steve Burke,  former  President  and CEO of the Company,
purchased  24,000  shares of Common  Stock of the  Issuer at a price of $.05 per
share utilizing a loan, in the principal amount of $600,000,  made pursuant to a
Promissory  Note dated April 25, 2001.  According to the terms and conditions of
the Promissory  Note, Mr. Burke agreed to pay the Company a principal sum of six
hundred thousand dollars ($600,000) together with interest on the unpaid balance
thereof at a rate of six percent  (6%) per annum with the  principal of the note
due in full by December 31, 2004. No interest is accrued on the note until it is
paid. The notes  receivable are partial  recourse notes in that each investor is
unconditionally  obligated to pay 10% of the amount of their note in addition to
the return of the shares of common stock in the event of default under the terms
of the notes.






                                       22
<PAGE>

ITEM 13.  EXHIBITS
<TABLE>
<CAPTION>
---------------- -------------------------------------------- -----------------------------------------------
  Exhibit No.                    Description                                   Where Found
---------------- -------------------------------------------- -----------------------------------------------
<S>              <C>                                          <C>
3.1              Articles of Incorporation                    Previously    filed    with   the    Company's
                                                              Registration  Statement  on Form 10-SB,  filed
                                                              with the SEC on December  9, 1999,  as amended
                                                              on March 1, 2000 and March 29, 2000
---------------- -------------------------------------------- -----------------------------------------------
3.2              Bylaws                                       Previously    filed    with   the    Company's
                                                              Registration  Statement  on Form 10-SB,  filed
                                                              with the SEC on December  9, 1999,  as amended
                                                              on March 1, 2000 and March 29, 2000
---------------- -------------------------------------------- -----------------------------------------------
10.1             Stock Purchase  Agreement,  dated as of May  Previously  filed with the  Company's  Current
                 21, 2004, by and among the Company,  Shmuel  Report  on Form  8-K,  filed  with  the SEC on
                 Shneibal and Steven W. Bingaman.             June 2, 2004
---------------- -------------------------------------------- -----------------------------------------------
10.2             Share  Exchange   Agreement   dated  as  of  Previously  filed with the  Company's  Current
                 February  25,  2005,   among  the  Company,  Report  on Form  8-K,  filed  with  the SEC on
                 Global  General   Technologies   Inc.,  Dr.  March 4, 2005
                 Larry  Ball,  Steve  Miller,   Al  Mercado,
                 Andrew  Routley, and Alvaro Villa.
---------------- -------------------------------------------- -----------------------------------------------
31. Rule 13a-14(a)/15d14(a) Certifications Attached Hereto
---------------- -------------------------------------------- -----------------------------------------------
32. Section 1350 Certifications Attached Hereto
---------------- -------------------------------------------- -----------------------------------------------
</TABLE>

ITEM 14 PRINCIPAL ACCOUNTANT AND FEES

Robison,  Hill & Company served as the Company's principal accountant during the
years ended  December 31, 2004 and December 31, 2003.  Their  pre-approved  fees
billed to the Company are set forth below:

                                  FISCAL YEAR ENDING      FISCAL YEAR ENDING
                                  DECEMBER 31, 2004       DECEMBER 31, 2003
Audit Fees                                  $15,775                 $10,760
Audit Related Fees                                -                       -
Tax Fees                                        142                   1,200
All Other Fees                                    -                       -
Total                                       $15,917                 $11,960

Audit Fees consists of fees billed for  professional  services  rendered for the
audits  of  our  consolidated  financial  statements,  reviews  of  our  interim
consolidated  financial  statements  included  in  quarterly  reports,  services
performed in connection  with filings with the Securities & Exchange  Commission
and related  comfort  letters and other  services that are normally  provided by
Robison,  Hill & Company in connection with statutory and regulatory  filings or
engagements.

Tax Fees consists of fees billed for  professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

As of  December  31,  2004,  the  Company  did  not  have  a  formal  documented
pre-approval policy for the fees of the principal accountant.




                                       23
<PAGE>



                                   SIGNATURES

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

                                                  KNOWLEDGE TRANSFER, INC.

--------------------------------------------------------------------------------
Dated: April 12, 2005                             By: /s/ Shmuel Shneibalg
                                                      --------------------

                                                  Name: Shmuel Shneibalg
                                                  ------------------------------
                                                  Title: President, Secretary,
                                                  and Director










                                       24