U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-KSB

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

     For the fiscal year ended December 31, 2005
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------

                        Commission File No. 0-49655
                                            -------

                          LIPIDVIRO TECH, INC.
                          --------------------
              (Name of Small Business Issuer in its Charter)

          NEVADA                                         87-0678927
          ------                                         ----------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                        1338 S. Foothill Dr. #126
                        Salt Lake City, Utah 84108
                        --------------------------
                   (Address of Principal Executive Offices)

                  Issuer's Telephone Number:  (801) 583-9900

                         LIPIDVIRO TECH, INC.
                         --------------------
       (Former name and former address, if changed since last report)

Securities Registered under Section 12(b) of the Exchange Act:   None.
Name of Each Exchange on Which Registered:                       None.
Securities Registered under Section 12(g) of the Exchange Act:   $0.001 par
value common stock.

     Check whether the Issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  [ ]

     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 Issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X      No           (2)  Yes  X    No
               ---      ---                  ---      ---

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

     Indicate by check mark whether the Issuer is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   Yes     No X
                                          ---   ---

     State Issuer's revenues for its most recent fiscal year: December 31,
2005 - $0.

<PAGE>

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days: As of April 17, 2006,
the non-affiliate ownership had an aggregate market value of $2,103.32, based
upon 2,103,318 shares of common voting stock of the Issuer being held by
non-affiliates.  There is no "established trading market" for the Issuer's
securities, so these shares have been arbitrarily valued at par value of
$0.001 per share.

               Issuers Involved in Bankruptcy Proceedings
                       During the past Five Years

     Not applicable.

     Check whether the Issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
                                                  Yes  X   No
                                                      ---    ---

                 Applicable Only to Corporate Issuers

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

                             April 17, 2006

                     17,264,037 shares common stock
                     14,280,000 Class A Warrants
                     13,965,000 Class B Warrants

                    Documents Incorporated by Reference

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.

Transitional Small Business Issuer Format   Yes      No  X
                                                ---     ---

<PAGE>
                                  PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

For a discussion of the business development of Lipidviro Tech, Inc., ("our
Company" or "we," "our," "us" or words of similar import) for the years ended
December 31, 2004, and 2003, see our 10-KSB Annual Reports for the years then
ended, filed April 14, 2005, and April 14, 2004, respectively, with the
Securities and Exchange Commission, and which are incorporated herein by this
reference.  See Part III, Item 13.

Business Developments for the year ended December 31, 2005.
-----------------------------------------------------------

     On April 18, 2005, we executed a Securities Purchase Option Agreement
(the "Agreement") with Lombard, Inc. ("Lombard"), whereby we purchased for
$1.00, an option to acquire 55,125,000 post-split shares of our common stock,
for a period of 48 months from the date of the Agreement, for a purchase price
of $600,000.

     On September 30, 2005, the 55,125,000 shares were acquired and
immediately returned to treasury, reducing our issued and outstanding shares
from 70,223,041 to 15,098,041. Payment was made to the Seller by a note for
$600,000 from the Company. The $600,000 note from us bears simple interest of
5% and is payable within 48 months from September 30, 2005, with an allowance
from the Seller of an automatic 24 month extension if requested by us.  See
Part III, Item 13 of this Report.

Business Developments subsequent to the year ended December 31, 2005.
---------------------------------------------------------------------

     On February 8, 2006, we offered a presentation of our OSAB Therapeutic
Platform for treatment of Cardiovascular disease, includingIschemic Brain
Stroke.  Details of the presentation may be found in ourwebsite at
www.lipidviro.com, or for additional information, see our 8-K Current Report
that was filed with the Securities and Exchange Commission on February 9,
2006.  See Part III, Item 13.

     We declared a stock dividend on our common stock, payable to common stock
shareholders of record as of the close of business on April 17, 2006. The
dividend required a mandatory exchange of stock certificates.  The dividend
was seven (7) shares of common stock payable for every issued and outstanding
share of common stock, subject to the mandatory exchange.  Therefore, for
example, if a holder owned a round lot of 100 shares, he, she or it would
receive 700 shares in total after the mandatory exchange.  The payment date
for the stock dividend was April 18, 2006, subject to the mandatory exchange
of certificates.  All computations in this Annual Report take into account
this one (1) for seven (7) dividend.  For additional information, see our
Press Release filed as an Exhibit to our 8-K Current Report that was filed
with the Securities and Exchange Commission April 7, 2006.  See Part III, Item
13.

     We extended the Warrant Exercise period on our Class A and B Warrants to
June 30, 2008.  That will allow owners of our Class A and B Warrants to
Exercise Warrants between June 1, 2006 and June 30, 2008. The expanded Warrant
Exercise period provides Warrant owners greater flexibility to convert their
Warrants to common stock.  For additional information, see our Press Release
that was filed as an Exhibit to our 8-K Current Report that was filed with
the Securities and Exchange Commission on April 17, 2006.  See Part III, Item
13.

Business.
---------

     Overview.
     ---------

     LipidViro Tech, Inc. (OTCBB: LVRO) is an early-stage biotechnology
company engaged in research and commercial development of two primary
platforms: d-OSAB Therapy, a treatment targeting cardiovascular disease and
stroke; and PathPure, a purification process for production of pathogen-free
biologics.

     LipidViro d-OSAB Therapy is a new, re-engineered doseable form of a
traditional therapy known as OSAB-uc for uncontrolled dosing. The traditional
OSAB-uc cannot be commercialized due to poor, immeasurable dosing, but has
generated a lengthy, multi-year safety profile demonstrating safety and non-
toxicity in over 5 million treatments delivered to more than 350,000 patients.

     Proprietary technology developed and exclusively owned by LipidViro Tech
produces the only doseable OSAB therapy, known as d-OSAB. During mid-2006
LipidViro is scheduled to commence a 100 patient Phase IIa study, treating
patients who have suffered an ischemic brain stroke with LipidViro d-OSAB
Therapy.

Risk Factors.
-------------

     If we are unable to obtain adequate funds, we may not be able to develop
and market our potential products.
----------------------------------

     For the twelve months ended December 31, 2005, we incurred a net loss of
approximately $172,193, and from inception of exploration stage through
December 31, 2005, we have incurred an accumulated deficit of approximately
$577,822.  We expect to continue to incur losses for the foreseeable future
as we continue funding for pre-clinical research and other activities related
to operations, research and development.  Should we seek to develop products
that require regulatory approval to sell the products, the regulatory process
will take a number of years and will require significant amounts of capital.

     As of December 31, 2005, we had cash, cash equivalents and short-term
investments equal to approximately $0.  We require immediate financing to
provide sufficient working capital for our research and development activities
for the next year.  For these operational and research and development
activities, we will require additional capital in amounts that cannot be
quantified, but are expected to be significant.  We intend to seek capital
needed to fund our operations through new collaborations, through pursuit of
research and development grants or through public or private equity or debt
financings.  Additional financing may not be available on terms favorable to
us, or at all.  If we are unable to obtain financing on acceptable terms, our
ability to continue our business as planned will be significantly harmed.

     Our technology is only in the clinical development stage, may not prove
to be safe or effective and may never receive regulatory approval, which would
significantly harm our business prospects.
------------------------------------------

     Before obtaining required regulatory approvals for the commercial sale of
any potential products, we must demonstrate, through pre-clinical studies and
clinical trials, that our technology is safe and effective for use in at least
one medical indication. These studies and clinical trials are expected to take
a number of years and may fail to show that our technology is sufficiently
safe and effective, in which case our technology will not receive regulatory
approval, and we will not be able to develop and commercialize our products.

     Our technology, and hence, our business, at present is limited to
evaluating the capacity of LVT3 and our proprietary process to inactivate
pathogens including virus and prions, and treat different cardiovascular
diseases.
---------

     Accordingly, if our technology does not prove to be safe or effective, or
if we otherwise fail to receive regulatory approval for our potential product
indications, our business prospects would be significantly harmed and we could
cause be required to cease operations.

     Our pre-clinical studies may be delayed or unsuccessful.
     --------------------------------------------------------

     Our future success depends in large part upon the results of pre-clinical
studies designed to evaluate the capacity of LVT3 and our proprietary process
to inactivate pathogens including virus and prions, and treat different
cardiovascular diseases, so that we can select potential products for
commercial development. The ultimate results of pre-clinical studies cannot be
predicted with accuracy and may be impacted by many variables.  We cannot be
sure whether planned pre-clinical research will begin on time or will be
completed on schedule or at all.  Delay or failure to complete pre-clinical
studies may delay or prevent us from identifying potential products for
commercial development, which would materially harm our business.  For
example, any of our future clinical studies might be delayed in their
initiation or performance, or even halted after initiation, because we are
unable to secure financing of operations and research.

     We intend to seek collaborations in order to further develop our
products.
---------

     If we are unsuccessful in attaining these collaborations, the development
of our products could be adversely affected and we may incur significant
unexpected costs.  We intend to seek collaborations with strategic partners,
licensors, licensees and others.  We may be unable to attain collaborations or
licensing arrangements necessary to develop our technology or on favorable
terms.  Any current or future collaborations or licensing arrangements may not
be successful.  In addition, parties we collaborate with may develop products
that compete with ours, and we cannot be certain that they will perform their
contractual obligations or that any revenues will be derived from such
arrangements.  If we were to enter into a collaboration, one or more of
parties in such may fails to achieve product development objectives, this
failure could harm our ability to fund related programs and develop or
commercialize products.

     We may not be able to continue in our research facilities.
     ----------------------------------------------------------

     We have outsourced our clinical research to independent laboratory
facilities where our primary research is conducted.  We may encounter a time
when the lab is no longer available to our research, therefore limiting our
research until arrangements for other facilities can be negotiated.
Furthermore, we may encounter halts and delays related to our research as a
result of:

     *    Lengthy approvals required for government regulated materials
          key to our research that may delays, or may make certain
          materials unavailable to our outsourced research facilities;
     *    New regulatory requirements for laboratory facilities that
          may delay our research efforts;
     *    Unforeseen cost overruns;
     *    Other unforeseeable factors that arise from not owning and
          operating our laboratory facilities;
     *    Failure to maintain financial obligations with our outsourced
          laboratory facilities.

     Our industry is intensely competitive.
     --------------------------------------

     The biotechnology industry is intensely competitive and we may not be
able to develop, perfect or acquire rights to new products with commercial
potential. We compete with biotechnology and pharmaceutical companies that
have been established longer than we have, have a greater number of products
on the market, have greater financial and other resources and have other
technological or competitive advantages. We also compete in the development of
technologies and processes and in acquiring personnel and technology from
academic institutions, governmental agencies, and other private and public
research organizations.  We cannot be certain that one or more of our
competitors will not receive patent protection that dominates, blocks or
adversely affects our clinical studies, product development or business; will
benefit from significantly greater sales and marketing capabilities; or will
not develop products that are accepted more widely than ours.

     If we fail to secure and then enforce patents and other intellectual
property rights underlying our technologies, we may be unable to compete
effectively.
------------

     Our future success will depend in part on our ability to obtain patent
protection, defend patents once obtained, maintain trade secrets and operate
without infringing upon the patents and proprietary rights of others, and if
needed, obtain appropriate licenses to patents or proprietary rights held by
third parties with respect to its technology, both in the United States and in
foreign countries.  We currently have applied for patent protection covering
our technology. However, our patent applications may not be approved and, even
if approved, our patent rights may not be upheld in a court of law or may be
narrowed if challenged.  The patent positions of pharmaceutical and
biotechnology companies can be highly uncertain and involve complex legal and
factual questions. Our patent rights may not provide competitive advantages
for our products and may be challenged, infringed upon or circumvented by our
competitors.

     In addition to patents, we rely on trade secrets, know-how, continuing
technological innovations, and licensing opportunities to develop and maintain
our competitive position.  It is our policy to require our employees, certain
contractors, consultants, members of our scientific and viral advisory boards
and parties to collaborative agreements to execute confidentiality agreements
upon the commencement of a business relationship with us.  We cannot assure
you that these agreements will not be breached, that they will provide
meaningful protection of our trade secrets or know-how or adequate remedies if
there is unauthorized use or disclosure of this information or that our trade
secrets or know-how will not otherwise become known or be independently
discovered by our competitors.

     If it were ultimately determined that our intellectual property rights
are unenforceable, or that our use of our technology infringes on the
intellectual property rights of others, we may be required or may desire to
obtain licenses to patents and other intellectual property held by third
parties to develop, manufacture and market products using our technology.
-------------------------------------------------------------------------

     We may not be able to obtain these licenses on commercially reasonable
terms, if at all, and any licensed patents or intellectual property that we
may obtain may not be valid or enforceable.  In addition, the scope of
intellectual property protection is subject to scrutiny and challenge by
courts and other governmental bodies.  Litigation and other proceedings
concerning patents and proprietary technologies can be protracted, expensive
and distracting to management and companies may sue competitors as a way of
delaying the introduction of competitors' products.  Any litigation, including
any interference proceedings to determine priority of inventions, oppositions
to patents in foreign countries or litigation against our partners, may be
costly and time-consuming and could significantly harm our business.

     Because of the large number of patent filings in the biopharmaceutical
field, our competitors may have filed applications or been issued patents and
may obtain additional patents and proprietary intellectual property rights
relating to products or processes competitive with or similar to ours.  We
cannot be certain that U.S. or foreign patents do not exist or will be issued
that would harm our ability to commercialize our products and product
candidates.

     If we use biological and hazardous materials in a manner that causes
injury, we may be liable for damages.
-------------------------------------

     Our research and development activities involve the controlled use of
potentially harmful biological materials, such as blood products, organic
solvents and other hazardous materials.  We cannot completely eliminate the
risk of accidental contamination or injury from the use, storage, handling or
disposal of these materials. In the event of contamination or injury, we could
be held liable for damages that result, and any liability could be
significant.  We are subject to federal, state and local laws and regulations
governing the use, storage, handling and disposal of these materials and
specified waste products.  The cost of compliance with these laws and
regulations could be significant.

     Our business exposes us to product liability claims.
     ----------------------------------------------------

     Our design, testing, development, manufacture and marketing of products
involve an inherent risk of exposure to product liability claims and related
adverse publicity.  Insurance coverage is expensive and difficult to obtain,
and we may be unable to obtain coverage in the future on acceptable terms, if
at all. If we seek insurance and are unable to obtain sufficient insurance at
an acceptable cost or if a successful product liability claim is made against
us, whether fully covered by insurance or not, our business could be harmed.

     We depend on key personnel.
     ---------------------------

     Our ability to operate successfully depends in significant part upon the
experience, abilities and continued service of certain key scientific,
technical and managerial personnel.  If we lose the services of any of these
personnel and we are unable to hire qualified replacements, our business could
be harmed. Our future success also depends upon our ability to attract and
retain additional highly qualified personnel in these areas and our ability to
develop and maintain relationships with qualified clinical researchers.
Competition for such personnel and relationships is intense.  There can be no
assurance that we can retain such personnel or that we can attract or retain
other highly qualified scientific, technical and managerial personnel or
develop and maintain relationships with clinical researchers in the future.

     Our stock price may be volatile and there may not be an active trading
market for our common stock.
----------------------------

     There can be no assurance that there will be an active trading market for
our common stock or that the market price of the common stock will not decline
below its present market price.  The market prices for securities of
biotechnology companies have been, and are likely to continue to be, highly
volatile.  Factors that have had, and are expected to continue to have, a
significant impact on the market price of our common stock include:

     *    material public announcements;
     *    actual or potential clinical results with respect to our
          products under development or those of our competitors;
     *    the announcement and timing of any new product introductions
          by us or others;
     *    technical innovations or product development by us or our
          competitors;
     *    regulatory approvals or regulatory issues;
     *    developments relating to patents and proprietary rights;
     *    political developments or proposed legislation in the medical
          device or healthcare industry;
     *    economic and other external factors, disaster or crisis;
     *    changes to our management;
     *    period-to-period fluctuations in our financial results or
          results which do not meet or exceed analyst expectations; and
     *    market trends relating to or affecting stock prices throughout our
          industry, whether or not related to results or news regarding us or
          our competitors.

In the past, securities class action litigation has often been brought against
a company following periods of volatility in the market price of its
securities.  We may, in the future, be the target of similar litigation.
Regardless of its outcome, securities litigation may result in substantial
costs and divert management's attention and resources, which could harm our
business and results of operations.

     Shares eligible for future sale.
     --------------------------------

     The future sale of substantial number of shares of our common stock, or
the perception that such sales could occur, would impact the market price of
our common stock.

     The future sale of substantial number of the new shares issued to
LipidViro-Utah shareholders, or the exercise and sale of the common stock
underlying the A or B warrants or the perception that such sales could occur,
would also impact the market price of our common stock.  If a substantial
number of these newly issued shares of common stock that have become available
for sale or will be available for sale in the future are sold, the market
price of our common stock may be negatively impacted.  It is believed that all
of these securities are freely tradable without registration under the
Securities Act by reason of their issuance under Section 3(a)(10) thereof.

     Existing stockholders may experience substantial dilution.
     ----------------------------------------------------------

     In connection with the LipidViro-Utah Reorganization Agreement, we are
obligated to issue additional shares of common stock in the event 14,280,000
"A" warrants and 13,405,000 "B" like warrants are exercised, which will have
the effect of diluting the ownership of our stockholders.  In addition, we
require immediate financing which if funded through equity financings, would
further dilute existing stockholders.

     Risks related to our stock ownership and controlling shareholders.
     ------------------------------------------------------------------

     A small number our shareholders own in excess of 50% of our outstanding
voting securities.  These shareholders may have individual interests that are
different from new investors or management, and will be able to exercise
significant control over matters requiring stockholder approval.  This could
include the election of directors who in turn elect all officers and approval
of significant corporate transactions, which could delay or prevent someone
from acquiring or merging with us.

Principal Products or Services.
-------------------------------

     We are currently conducting pre-clinical laboratory research focused on
the development of drug and biological products that utilize our proprietary
process and equipment that produces our lipid targeting, anti-pathogenic
investigational compound, LVT3.  Our Company currently has no approved,
saleable products or services, and accordingly, is considered to be a
biotechnology company in the development stage.

Distribution Methods.
---------------------

     None; not applicable.

Competitive Business Conditions.
--------------------------------

     The biotechnology industry is extremely competitive and we may not be
able to develop, perfect or acquire rights to new products with commercial
potential.  We compete with biotechnology and pharmaceutical companies that
have been established longer than we have, have a greater number of products
on the market, have greater financial and other resources and have other
technological or competitive advantages.  We also compete in the development
of technologies and processes and in acquiring personnel and technology from
academic institutions, governmental agencies, and other private and public
research organizations.  We cannot be certain that one or more of our
competitors will not receive patent protection that dominates, blocks or
adversely affects our clinical studies, product development or business; will
benefit from significantly greater sales and marketing capabilities; or will
not develop products that are accepted more widely than ours.

     Our future success will depend in part on our ability to obtain patent
protection, defend patents once obtained, maintain trade secrets and operate
without infringing upon the patents and proprietary rights of others, and if
needed, obtain appropriate licenses to patents or proprietary rights held by
third parties with respect to its technology, both in the United States and in
foreign countries. Any future patent rights also may not provide competitive
advantages for our products and may be challenged, infringed upon or
circumvented by our competitors.

     In addition to future patents, we rely on trade secrets, know-how,
continuing technological innovations, and licensing opportunities to develop
and maintain our competitive position.  It is our policy to require our
employees, certain contractors, consultants, members of our general board and
scientific advisory boards and parties to collaborative agreements to execute
confidentiality agreements upon the commencement of a business relationship
with us.  We cannot assure you that these agreements will not be breached,
that they will provide meaningful protection of our trade secrets or know-how
or adequate remedies if there is unauthorized use or disclosure of this
information or that our trade secrets or know-how will not otherwise become
known or be independently discovered by our competitors.  We will pursue all
legal avenues to ensure however that any breach is held accountable by the
fullest extent of the law.

      We can give no assurance that there will be an active trading market for
our common stock and warrants or that the market price of the common stock
will not decline below its present market price.  The market prices for
securities of biotechnology companies have been, and are likely to continue to
be, highly volatile.  Factors that have had, and are expected to continue to
have, significant impacts on the market price of our common stock include:

     *    intellectual property developments by us or our competitors;
     *    legislation in the field of biotechnology, medicine or healthcare;
     *    economic, environmental or disasters;
     *    management turnover;
     *    product development by us or our competitors;
     *    technical innovations by us or our competitors;
     *    regulatory issues or approvals;
     *    financial and analyst expectations;
     *    market trends relating to or affecting stock prices;
     *    press releases;
     *    clinical results under development or those of our competitors;
     *    new products announced by us or our competitors.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts.
----------------

     We have filed for patent protection in the U.S. and abroad seeking
protection of our lipid targeting, anti-pathogenic equipment, devices,
processes, potential products and compounds.  To date we have not been issued
or denied patent protection on our patent applications.  Where necessary, we
may attempt to obtain rights to various patents and patent applications under
licenses with third parties that provide for the payment of royalties by us.
The ultimate degree of patent protection that will be afforded to
biotechnology products and processes, including ours, in the U.S. and in other
important markets remains uncertain and is dependent upon the scope of
protection decided upon by the patent offices, courts and lawmakers in these
countries.

     There is no certainty that our existing patent applications or others we
may apply for, if issued, will afford us substantial protection or commercial
benefit. Similarly, there is no assurance that our pending patent applications
or any potential patent applications licensed from third parties will
ultimately be granted as patents or that those patents that have been issued
or are issued in the future will prevail if they are challenged in court.
There has been, and we expect that there may continue to be, significant
litigation in the industry regarding patents and other intellectual property
rights. Intellectual property litigation could therefore create business
uncertainty and consume substantial financial and human resources.

     In general, we might attempt to obtain licenses to third party patents
that we deem necessary or desirable for the manufacture, use and sale of any
products we may develop or attempt to develop.  There is considerable
uncertainty within the biotechnology industry about the validity, scope and
enforceability of many issued patents in the U.S. and elsewhere in the world,
and, to date, there is no consistent policy regarding the breadth of claims
allowed in biotechnology patents.

Need for Governmental Approval of Principal Products or Services.
-----------------------------------------------------------------

     The process of obtaining requisite United States Federal Drug
Administration ("FDA") approval has historically been costly and time
consuming. Current FDA requirements for a new human drug or biological product
to be marketed in the United States include: (1) the successful conclusion of
pre-clinical laboratory and animal tests, if appropriate, to gain preliminary
information on the product's safety; (2) filing with the FDA of an
Investigational New Drug Application, commonly known as an INDA, to conduct
human clinical trials for drugs or biologics; (3) the successful completion of
adequate and well-controlled human clinical investigations to establish the
safety and efficacy of the product for its recommended use; and (4) filing by
a company and acceptance and approval by the FDA of a New Drug Application
("NDA") for a drug product or a Biological License Application ("BLA") for a
biological product to allow commercial distribution of the drug or biologic.

     Pre-clinical tests include the evaluation of the product in the
laboratory and in animal studies to assess the potential safety and efficacy
of the product and its formulation.  The results of the pre-clinical tests are
submitted to the FDA as part of an INDA to support the evaluation of the
product in human subjects or patients.

     Clinical trials involve administration of the product to patients under
supervision of a qualified principal investigator.  Such trials are typically
conducted in four sequential Phases, although the Phases may overlap.  In
Phase I, the initial introduction of the drug into human subjects, the product
is tested for safety, dosage tolerance, absorption, metabolism, distribution,
and excretion.  Phase II involves studies in a limited patient population to:
(1) determine the biological or clinical activity of the product for specific,
targeted indications; (2) determine dosage tolerance and optimal dosage; and
(3) identify possible adverse effects and safety risks.  If Phase II
evaluations indicate that a product is effective and has an acceptable
benefit-to-risk relationship, Phase III trials may be undertaken to further
evaluate clinical efficacy and to further test for safety within an expanded
patient population.  Phase IV studies, or post-marketing studies, may also be
required to provide additional data on safety or efficacy.

     The FDA reviews the results of the clinical trials and may order the
temporary or permanent discontinuation of clinical trials at any time if it
believes the product candidate exposes clinical subjects to an unacceptable
health risk.  Investigational products used in clinical studies must be
produced in compliance with cGMP pursuant to FDA regulations.

     On November 21, 1997, President Clinton signed into law the Food and Drug
Administration Modernization Act.  That Act codified the FDA's policy of
granting "fast track" approval for cancer therapies and other therapies
intended to treat serious or life threatening diseases and that demonstrate
the potential to address unmet medical needs.  The fast track program
emphasizes close, early communications between FDA and the sponsor to improve
the efficiency of pre-clinical and clinical development, and to reach
agreement on the design of the major clinical efficacy studies that will be
needed to support approval.  Under the fast track program, a sponsor also has
the option to submit and receive review of parts of the NDA or BLA on a
rolling schedule approved by FDA, which expedites the review process.

     The FDA's Guidelines for Industry Fast Track Development Programs require
that a clinical development program must continue to meet the criteria for
Fast Track designation for an application to be reviewed under the Fast Track
Program.  Previously, the FDA approved cancer therapies primarily based on
patient survival rates or data on improved quality of life. While the FDA
could consider evidence of partial tumor shrinkage, which is often part of the
data relied on for approval, such information alone was usually insufficient
to warrant approval of a cancer therapy, except in limited situations.  Under
the FDA's new policy, which became effective on February 19, 1998, fast track
designation ordinarily allows a product to be considered for accelerated
approval through the use of surrogate endpoints to demonstrate effectiveness.
As a result of these provisions, the FDA has broadened authority to consider
evidence of partial tumor shrinkage or other surrogate endpoints of clinical
benefit for approval.  This new policy is intended to facilitate the study of
cancer therapies and shorten the total time for marketing approvals.  Under
accelerated approval, the manufacturer must continue with the clinical testing
of the product after marketing approval to validate that the surrogate
endpoint did predict meaningful clinical benefit.  We intend to take advantage
of the fast track programs; however, it is too early to tell what effect, if
any, these provisions may have on the approval of our product candidates.

     The orphan drug provisions of the Federal Food, Drug, and Cosmetic Act
provide incentives to drug and biologics manufacturers to develop and
manufacture drugs for the treatment of rare diseases, currently defined as
diseases that exist in fewer than 200,000 individuals in the U.S. or, for a
disease that affects more than 200,000 individuals in the U.S., where the
sponsor does not realistically anticipate that its product will become
profitable.  Under these provisions, a manufacturer of a designated orphan
product can seek tax benefits, and the holder of the first FDA approval of a
designated orphan product will be granted a seven-year period of marketing
exclusivity for that product for the orphan indication.  While the marketing
exclusivity of an orphan drug would prevent other sponsors from obtaining
approval of the same compound for the same indication, it would not prevent
other types of drugs from being approved for the same indication.

     We plan on performing pre-clinical research of a variety of viral and
bacterial and infectious protein (prion) pathogens that typically affect
humans and biological fluids.  Should the compounds and substances targeted by
our Company show efficacy during initial in-vitro study, our Company may seek
"Fast Track" and Orphan Drug status designation to secure expedited review. It
is uncertain whether we will obtain fast track designation. We cannot predict
the ultimate effect, if any, of the new fast track process on the timing or
likelihood of FDA approval of any as yet unknown products.

Effect of Existing or Probable Governmental Regulations on the Business.
-----------------------------------------------------------------------

     General.
     --------

     Drugs, devices and biologic products must satisfy rigorous standards of
safety and effectiveness before they can be approved or, in the case of some
medical devices, "cleared" for commercial marketing by the Food and Drug
Administration, or the FDA.  The FDA has extensive power and discretion over
this approval process, subject to the provisions of its governing statutes,
which consist principally of the Federal Food, Drug, and Cosmetic Act with
respect to pharmaceuticals and medical devices, and the Public Health Service
Act in the case of drug or device products of a biological nature, such as
processed plasma.

     The FDA also has promulgated detailed regulations to implement these
statutes and has issued various non-binding guidance documents to advise
industry on matters in more detail on statutory and regulatory requirements.
In evaluating the regulatory status of any proposed product, many different
factors are involved and, thus, there may be additional statutory/ regulatory
provisions or requirements that are unique to a particular product that are
not included in this general discussion.

     In defining a product's regulatory status, several key factors must be
considered such as, but not limited to:

     * the product's intended use as derived from proposed labeling;

     * its primary mode of action;

     * whether the active ingredient is derived from chemical synthesis, which
normally is regulated as a drug under the Federal Food, Drug, and Cosmetic
Act, or is a product derived from biotechnology, such as recombinant DNA, or
human, animal or plant sources, in which case it commonly, but not always, is
regulated as a biologic under the Public Health Service Act and a biological
drug under the Federal Food, Drug, and Cosmetic Act;

     * whether it is a virus, therapeutic serum, antitoxin, vaccine, blood,
blood component, blood derivative, allergenic product, or analogous product or
other very specific products, in which case it is regulated under the Public
Health Service Act as a biologic and, if applicable, under the Federal Food,
Drug, and Cosmetic Act, as a biological drug; and

     * the FDA's prior handling of similar products, which has, in a number of
cases, treated products differently than would appear to be required under a
reading of applicable statutes.

     The extent and nature of the FDA regulatory requirements also will depend
on the labeled uses, or indications, for which approval is sought and the
type, complexity and novelty of the product.  In the case of medical devices,
the Federal Food, Drug, and Cosmetic Act requires that the most risky
products, referred to as Class III devices, be the subject of a pre-market
approval application under Section 515 of the Federal Food, Drug, and Cosmetic
Act.  A pre-market approval application usually requires that the applicant
conduct well-controlled clinical studies to demonstrate the safety and
effectiveness of its medical device.  Other medical devices can be cleared for
marketing by the FDA pursuant to what is known as a pre-market notification.
Clearance of a pre-market notification filing relies on a finding by the FDA
that the applicant's device is substantially equivalent to a lawfully marketed
device that itself does not require a pre-market approval application.  And,
in the case of other even less risky devices, the FDA has eliminated the need
to file a pre-market notification at all, although the product and its maker
generally are still subject to the other general controls contained in the
Federal Food, Drug, and Cosmetic Act and the device regulations.  The part of
the FDA having primary jurisdiction over medical devices is the Center for
Devices and Radiological Health, or Devices Center.

     Drug products and biological drug products whose active ingredients have
never been approved by the FDA or which, although having the same ingredient,
differ in a substantial way from an approved product usually will require the
applicant to file a full new drug application containing substantial evidence
in the form of well-controlled clinical investigations that the drug product
or biological drug product is safe and effective for its labeled
indication(s).  In contrast, a generic version of a previously approved drug
product may be approved by the FDA under an "abbreviated" new drug application
in which the showing of safety and effectiveness is satisfied by the applicant
proving that its drug is bioequivalent to the drug product
originally approved under a full new drug application that forms the basis for
the abbreviated new drug application.  To qualify for the abbreviated new drug
application process, a generic drug, with some limited exceptions, must be
identical to that of the drug covered under the full new drug application as
to active ingredient, labeling, dosage strength, dosage form, and route of
administration.  The part of the FDA having primary jurisdiction over drugs is
the Center for Drug Evaluation and Research, or Drugs Center, and over
biological drugs is the Center for Biologics Evaluation and Research, or
Biologics Center.

     Biologics are regulated under the Public Health Service Act, which
prohibits marketing them without an approved license from FDA known as a
Biologics License Application.  Biologics regulation, under the Public Health
Service Act, also focuses on whether a biologic is pure, safe and potent.
Biologics License Applications for therapeutic biological drug products are
similar to new drug applications and well-controlled clinical investigations
to show safety and effectiveness are often required.  The regulation of
biologics also is impacted by the fact that biologics may be used in
conjunction with a medical device such as a diagnostic kit.  If used in
conjunction with a device, the biologic product must satisfy the Public Health
Service Act  requirements and also may need to go through the pre-market
approval application procedure, which may require that the applicant conduct
clinical studies to secure approval.  There is no mechanism existing today
that provides for a Biologics License Application for a "generic" biologic
drug.  If the FDA grants marketing approval of a product, this approval will
be limited to those disease states and conditions for which the product has
been demonstrated to be safe and effective.  Any product approval also could
include significant restrictions on the use or marketing of a firm's products
or include other conditions, such as the performance of post-approval studies
to monitor known or suspected adverse reactions. Product approvals, if
granted, are subject to potential withdrawal, either voluntarily or
involuntarily through legal process, for failure to comply with regulatory
requirements or  upon the occurrence of adverse events following commercial
introduction of the products.

     Regulatory Status of Our Products.
     ----------------------------------

     Due to the early nature of our development efforts, we have not yet
confirmed with the FDA its view of the regulatory status of any of our
potential products or which center of the FDA might have primary
responsibility for review of our regulatory submissions.  Depending on the
claims made and the FDA's ruling regarding the regulatory status of our
products, they may be designated as devices, biologics or as combination
products.  However, we anticipate that regardless of regulatory designation,
we will need to conduct pre-clinical and clinical studies to prove the safety
and effectiveness of all potential products we may attempt to commercially
develop.

     To support a regulatory submission, the FDA commonly requires clinical
studies to show safety and effectiveness.  While we cannot currently state the
nature of any such studies that the FDA may require due to our early stage of
product research, it is likely any product we attempt to develop will require
extensive and time-consuming clinical studies in order to secure approval.

     If we come to a point where we have selected specific products for
commercial development in the United States, once we have sufficient
information to design our pre-clinical and clinical development plans, we will
seek the FDA's input on those plans and, more specifically, the agency's
requirements for approval. However, the FDA may insist upon changes to a
development plan previously agreed to by the FDA if new information shows that
the plan may present safety or effectiveness concerns.  The FDA also retains
considerable leverage to require changes in study protocols from the sponsors
of clinical investigations even after an FDA meeting and agreement has been
reached.

     A meeting with the FDA to establish the pre-clinical and clinical
protocols to support a pre-market approval application will be a critical step
in the development of most products we anticipate developing.  For medical
devices, such a meeting commonly is held at what is known as the pre-
investigational device exemption stage. For a drug or biologic product, such a
meeting commonly is held at what is known as the pre-investigational new drug
stage.

     Outside the United States, the ability to market potential products is
contingent upon receiving market application authorizations from the
appropriate regulatory authorities.  These foreign regulatory approval
processes may involve differing requirements than those of the FDA, but also
generally include many, if not all, of the risks associated with the FDA
approval process described above, depending on the country involved.

     Clinical Studies - General.
     ---------------------------

     Assuming we are able to select a product for commercial development,
depending on the regulatory status of a potential product, we will likely need
to conduct significant additional research before we can file applications for
product approval.  Typically, in the drug, device, and biologics industries
there is a high rate of attrition for product candidates in pre-clinical
testing and clinical trials.  Success in pre-clinical testing and early
clinical trials does not ensure that later clinical trials will be successful.
For example, a number of companies in the drug industry, including
biotechnology companies, have suffered significant setbacks in advanced
clinical trials, even after promising results in earlier trials and in interim
analyses.  In addition, delays or rejections may be encountered based upon
additional government regulation, including any changes in the FDA policy
during the process of clinical trials.  In order to conduct clinical
investigations on a new drug product, for example, whether of chemical or
biological origin, that have not been previously approved in the United States
or have not been approved for the labeled indication being sought by an
applicant, the applicant or sponsor must first file an investigational new
drug (IND) application with the FDA.  Such application must contain, among
other things, detailed information on the proposed drug product, the
contemplated protocol for conducting the clinical investigation, and any
available safety and effectiveness information on the proposed drug product.
In addition, an Institutional Review Board must approve the protocol to ensure
that it provides adequate protection of the rights of the human subjects to be
included in the clinical study.  If the FDA does not object to the IND
application, the study may begin after 30 days from the date the IND
application was filed.  The FDA may affirmatively approve the IND application
prior to the expiration of the 30-day period, at which point the clinical
study may begin.

     If human clinical trials of a device are required for a pre-market
approval application and if the device presents a significant risk as defined
in the FDA's regulations, the sponsor of the trial (usually the manufacturer
or the distributor of the device) must submit an investigational device
exemption (IDE) filing prior to commencing human clinical trials.  The IDE
application must be supported by data, typically including the results of
animal and laboratory testing and include the proposed protocol governing the
clinical study.  If the IDE application is approved by the FDA and an
appropriate Institutional Review Board, human clinical trials may begin at a
specific number of investigational sites with a specific number of patients,
as approved by the FDA.

     Submission of an IDE application or IND application does not give
assurance that the FDA will not object to the IDE application or IND
application.  Furthermore, even if the IDE application or IND application
becomes effective, there can be no assurance that the FDA will determine that
the data derived from the studies support the safety and efficacy of the drug
or device or warrant the continuation of clinical studies.  In addition, the
regulations governing INDs and IDEs are extensive and involve numerous other
requirements including that, generally, an IDE application or IND application
supplement must be submitted to and approved by the FDA before a sponsor or
investigator may make a change to the investigational plan that may affect its
scientific soundness or the rights, safety or welfare of human subjects.
Deviation from these regulatory requirements can lead to the FDA refusing to
consider the study in support of a commercial marketing application.

     In some circumstances, sponsors of clinical trials are permitted to sell
investigational drugs, biologics, or devices distributed in the course of the
study, provided such compensation does not exceed recovery of the costs of
manufacture, research, development and handling. If we elect to pursue this
option, we will need to seek the FDA's approval if the clinical investigation
is conducted under an investigational new drug or an investigational device
exemption.  The FDA routinely does not grant such approvals.  Typically, a
showing of special need is required.

     Reporting Requirements.
     -----------------------

     As an issuer whose securities are registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), we are required to file
periodic reports with the Securities and Exchange Commission.  In addition,
the National Association of Securities Dealers, Inc. (the "NASD"), requires
that all issuers maintaining quotations of their securities on the OTC
Bulletin Board file periodic reports under the Exchange Act, so if we apply
for a trading symbol on the OTC Bulletin Board, the NASD will also require
that we remain current in our reporting obligations.

     The public may read and copy any materials that we file with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 100 F Street N.E., Washington, DC  20549.  The public
may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330 or 1-202-551-
8090.  The securities and Exchange Commission maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission.  The address of that site is http://www.sec.gov.

     Small Business Issuer.
     ----------------------

     The Securities and Exchange Commission's integrated disclosure system for
small business issuers, which was adopted in Release No. 34-30968 and became
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer.  We are a small business issuer.

     Sarbanes-Oxley Act.
     -------------------

     On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002.  The Sarbanes-Oxley Act imposes a wide variety of new regulatory
requirements on publicly-held companies and their insiders.  Many of these
requirements will affect us.  For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer and
           we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures
and policies to determine whether they comply with the Sarbanes-Oxley Act and
the new regulations promulgated thereunder.  We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are
in compliance.

Estimate of Amount Spent on Research and Development Activities.
----------------------------------------------------------------

     We spent $86,749 in research and development costs during the period
from January 1, 2005 through December 31, 2005, through LipidViro-Utah.

Costs and Effects of Compliance with Environmental Laws.
--------------------------------------------------------

     None, not applicable.

Total Number of Employees and Number of Full-Time Employees.
------------------------------------------------------------

          As a development stage company, our business strategy for research,
product development and operational management relies on maintaining low
overhead by outsourced professional services for legal, accounting, laboratory
personnel including virology, cell biology, chemistry, laboratory equipment
and facilities, equipment manufacturing personnel and facilities, and,
business and scientific consulting.

          We have outsourced our clinical research to independent laboratory
facilities in which our primary pre-clinical research is conducted.  These
laboratory facilities have available, and include equipment and laboratory
personnel necessary to conduct our anticipated pre-clinical research during
the fiscal year 2006.

          We have negotiated a one-year agreement for the use of these
research facilities, associated staff and a research coordinator to conduct
these activities. The new research agreement signed August 19, 2004, allowed
us to pay up to $600,000 for supplies, facilities, a laboratory technician and
coordination efforts running through the end of fiscal year 2005; the
facilities are still available to us but are not being utiliized.  The overall
project design will be oriented toward investigations that may lead to a
potential in vitro, ex vivo or in vivo process, drug or other therapeutic
modality that resides within the proprietary scope of our patented technology.

     Consultants.  Whenever possible, we have utilized unpaid consultants to
perform certain functions of our business, including, but not limited to:
business development, product development, strategic planning, corporate
structuring, patent and intellectual property strategies, research, drug
development and, equipment development.  No cash, stock or compensation of any
kind has been paid or promised to any unpaid consultant.  During the fiscal
year 2006, we expect to continue to utilize unpaid consultants whenever
possible to maintain low overhead expenses. In the event there are no unpaid
consultants available to assists us, we are able to manage all of our
operational aspects without the assistance of any such unpaid consultants.

     As of December 31, 2005, no board member or officer has received any
cash compensation from our Company.  Once our Company is better capitalized,
we plan on creating a compensation plan with benefits, intended to assist in
attracting and retaining qualified officers and personnel.  We believe the
success of our business will depend, in significant part, on our ability to
attract and retain such personnel.

Offices, Research Facilities.
----------------------------

     We own no real estate and do not lease office space for management and
administrative functions.  All administrative functions are conducted from
home-based offices located in the homes of our officers and employees.  We
have not had a need to rent office space and have no anticipated need to lease
office space for administrative and managerial functions. We expect to
continue the practice of conducting all administrative and managerial
functions from the home-based offices of our officers and employees during
fiscal year 2006.  There is no expense to us for these home based offices
other than incidental offices supplies. At some point, we may require
additional office space requiring rental expense, but we do not anticipate any
such need during fiscal year 2006.

     We have outsourced our clinical research to independent laboratory
facilities in which our primary pre-clinical research is conducted.  Once we
have more financing, these laboratory facilities have available, and include
equipment and laboratory personnel necessary to conduct our anticipated
pre-clinical research during the fiscal year 2006.

Item 2.  Description of Property.
         ------------------------

     We own no office space, research facilities or real estate; we have no
need or anticipated need to lease office space or any real estate to conduct
our operations in the near future or during fiscal 2006.  We have outsourced
our research by contracting independent research facilities to conduct our
research, negating the need to rent or lease research facilities and research
equipment. We conduct all administrative and managerial functions from the
home-based offices of our officers and employees.  At some point in the
future, we may require additional office space and our own research facilities
that would necessitate rental or lease expenses.  We do not anticipate any
such need for these offices or research facilities during fiscal year 2005.
(See "Offices, Research Facilities" above)

Item 3.  Legal Proceedings.
         ------------------

     We are not the subject of any pending legal proceedings and, to the
knowledge of management, no proceedings are presently contemplated against
us by any federal, state or local governmental agency; also, no director,
executive officer or "affiliate" is party to any action with an interest
adverse to us.

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

     No matter was submitted to a vote of our security holders during the
calendar year covered by this Annual Report or during the two previous
calendar years; however, we did file an Information Statement that was mailed
to our shareholders on July 23, 2003, and filed with the Securities and
Exchange Commission on July 23, 2003, that notified our shareholders that
persons owning a majority of our outstanding voting securities had approved
amendments to our Articles of Incorporation to increase our authorized capital
and provide that the Board of Directors could change the name of our Company
without stockholder approval.  Our Definitive Information Statement is
incorporated herein by reference.

                                  PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
and Small Business Issuer Purchases of Equity Securities.
---------------------------------------------------------

Market Information.
-------------------

     There is no "established trading market" for our shares of common stock.
We are listed on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD") under the symbol "LVRO"; however,
management does not expect any established trading market to develop unless
and until we have material operations.  In any event, no assurance can be
given that any market for our common stock will develop or be maintained. If a
public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management or others may have a substantial
adverse impact on any such market.  All of these persons have satisfied the
one-year holding period requirement of Rule 144.  See "Sales of Unregistered
Securities During the Past Three Years," of this Annual Report.

     Set forth below are the high and low closing bid prices for our common
stock for each quarter of 2005 and 2004.  These bid prices were obtained from
Pink Sheets, LLC, formerly known as the "National Quotation Bureau, LLC," All
prices listed herein reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not represent actual transactions. Quotations
for our common stock only commenced at the end of the fourth quarter of 2002.


Quarter Ended                 High Bid          Low Bid
-------------                 --------          -------
January 3, 2005 through
March 31, 2005                  $1.21             $1.07

April 1, 2005 through
June 30, 2005                   $1.21             $1.07

July 1, 2005 through
September 30, 2005              $1.07             $1.07

October 1, 2005 through
December 31, 2005               $1.07             $0.71

January 2, 2004 through
March 31, 2004                  $0.043            $0.029

April 1, 2004 through
June 30, 2004                   $1.14             $0.036

July 1, 2004 through
September 30, 2004              $1.07             $1.07

October 1, 2004 through
December 31, 2004               $1.07             $1.07

All quotes have been adjusted for the 7 for 1 forward split.

Holders.
--------

     The number of record holders of our common stock as of the date of this
Annual Report is approximately 1,629.  This does not include an indeterminate
number of stockholders who may hold their shares in "street name."

Dividends.
----------

     We have not declared any cash dividends with respect to our common
stock and do not intend to declare dividends in the foreseeable future.
There are no material restrictions limiting, or that are likely to limit, our
ability to pay dividends on our common stock.

Resales of Restricted Securities, Use of Proceeds of Registered Securities
--------------------------------------------------------------------------

Sales of Unregistered Securities During the Past Three Years.
------------------------------------------------------------
                                           Number
Name                       Date          of Shares        Consideration
----                       ----          ---------        -------------
Various                     5/03           175,000               $0.0043

Various                     5/03        13,405,000               $0.0071

Various                     6/03        55,125,000               $0.0043

Various                     6/03            26,250               $0.0043

LipidViro-Utah              1/04         1,491,784      Reorganization

Benedente Holding, LLC    4/3/06         1,400,000      Financing Services

Geribald LLC              4/3/06           616,000      Consulting Services

Janette Diller-Stone      4/3/06           150,003      Financing Services

Kenneth P. Hamik          4/3/06           175,000      Class A Warrants for
                                                        Management services in
                                                        2006

Geribald, LLC             4/3/06           560,000      Class A Warrants
                          4/3/06           560,000      Class B Warrants for
                                                        technology consulting
                                                        services

Chris Chapman             4/3/06           140,000      Class A Warrants for
                                                        Clinical Trial
                                                        consulting services

     We issued all of these securities to persons who were either
"accredited investors," or "sophisticated investors" who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in our Company; and each had
prior access to all material information about us.  We believe that the offer
and sale of these securities were exempt from the registration requirements of
the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506
of Regulation D of the Securities and Exchange Commission and from various
similar state exemptions.

Use of Proceeds of Registered Securities.
-----------------------------------------

     There were no proceeds received during the calendar year ended December
31, 2005, for the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers.
---------------------------------------------------------------

     Except as indicated under the heading "Business Developments for the year
ended December 31, 2005," above, there were no purchases of our equity
securities by us or any affiliated purchasers during the calendar year ended
December 31, 2005.

Securities Authorized For Issuance under Equity Compensation Plans.
-------------------------------------------------------------------

     In March, 2003, our Board of Directors approved and adopted the "2003
Stock Option/Stock Issuance Plan" with a maximum of 10,500,000 shares of
common stock reserved for issuance under the plan.  The Plan provides for both
the direct award of shares and for the grant of options to purchase shares.
The Board of Directors has authorized options to purchase 3,500,000 common
shares to be granted at a purchase price of $0.01 per share, but to date our
Company has not granted any options to its employees, officers or directors.
Under the Plan, the Board of Directors shall determine which eligible persons
are to receive Incentive Options, Non-Statutory grants or stock issuances.
Our Board of Directors also sets the exercise price for options granted.  The
option terms are not to exceed ten years from the option grant date.  At
December 31, 2005, total awards available to be granted from the Plan amounted
to 10,500,000.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Overview.
---------

     LipidViro Tech, Inc. (OTCBB: LVRO) is an early-stage biotechnology
company engaged in research and commercial development of two primary
platforms: d-OSAB Therapy, a treatment targeting cardiovascular disease and
stroke; and PathPure, a purification process for production of pathogen-free
biologics.

     LIPIDVIRO d-OSAB THERAPY.
     -------------------------

     During fiscal 2005,we began commercial development of d-OSAB Therapy.
LipidViro d-OSAB is a new, re-engineered doseable form of a traditional
therapy we have descriptively named OSAB-uc for uncontrolled dosing. The
traditional OSAB-uc cannot be commercialized due to poor, immeasurable dosing,
but has generated a lengthy, multi-year safety profile demonstrating safety
and non-toxicity in over 5 million treatments delivered to more than 350,000
patients. Proprietary technology developed and exclusively owned by us
produces the only doseable OSAB therapy, known as d-OSAB.

     d-OSAB Treatment.
     -----------------

     LipidViro d-OSAB uses a small volume of the patient's blood which is
removed and treated to turn on or activate signals in specific cells to induce
apoptosis. The treated blood is returned to the patient intravenously, where
the patient's body recognizes the activated cells and responds by releasing
natural chemicals known as anti-inflammatory cytokines. Research suggests OSAB
Therapy causes blood vessels to relax and expand (vasorelaxation,
vasodilation) and triggers a powerful anti-inflammatory response.

     Pre-clinical and clinical research suggests OSAB Therapy may provide
benefit to patients suffering from a variety of cardiovascular diseases
including Chronic Heart Failure and Ischemic Brain Stroke, two diseases with
few viable treatment options.

     d-OSAB Platform.
     ----------------

     We have leveraged our core d-OSAB platform to pursue commercial
development of two therapeutics; d-OSABibs, targeting Ischemic Brain Stroke,
and d-OSABchf, targeting Chronic Heart Failure. The potential annual market
for successful treatment of these two diseases exceeds $23 billion in the
United States alone. During mid-2006, we are scheduled to commence a 100
patient Phase IIa study, treating patients who have suffered an ischemic brain
stroke with LipidViro d-OSABibs Therapy.

LIPIDVIRO d-OSABibs THERAPY
Targeting Ischemic Brain Stroke.
--------------------------------

     Stroke Statistics.
     -----------------

     Stroke is the second leading cause of death worldwide, responsible for
4.4 million or nine percent of deaths each year, and is the leading cause of
disability in the U.S., affecting more than 4 million people. Stroke is the
No. 3 cause of death in the United States. Annually, stroke strikes more than
700,000 persons in the U.S., and 1,000,000 persons in the EU.

     According to 2005 American Heart Association statistics, 7.6 percent of
Ischemic stroke patients die within 30 days; 25% die within one year; and more
than 50% of surviving patients have permanent disabilities that require
nursing home or other long-term care. Annual U.S. direct and indirect
treatment costs for stroke are estimated at $43 billion per year.

     Ischemic Brain Stroke   Background.
     -----------------------------------

     While inflammation is a natural response to acute injury, the
consequences during stroke are often deadly. Ischemic Brain Stroke is
typically the result of a blocked blood vessel which deprives surrounding
brain tissue of blood and oxygen. The reduced blood supply, known as ischemia,
is responsible for the name Ischemic Brain Stroke.

     In the absence of adequate blood supply, brain cells send out signals
eliciting an acute inflammatory response. The resulting inflammation and
accumulation of fluids are known as edema. During brain stroke, inflammation
and edema serve to choke off and further reduce blood flow to already
compromised brain tissue, and are believed to be major contributory factors
causing irreversible brain damage and death.

     A central goal in treating Ischemic Brain Stroke is to limit the
duration of ischemia and restore blood flow to the compromised area. This may
be accomplished by reducing inflammation and edema using LipidViro d-OSABibs.

     One drug, tPA, is approved for treatment of Ischemic Brain Stroke;
however, tPa is not believed to address inflammation or edema and may have
severe limitations for use.

     Ischemic Brain Stroke - Approved Drugs.
     ---------------------------------------

     Tissue Plasminogen Activator (tPA). tPA is a 'clot-busting'
(thrombolytic) drug manufactured by Genentech, approved by the FDA for
treatment of stroke in 1995. The drug works by dissolving the blood clot; tPA
does not address inflammation or edema. When administered within three hours
of stroke, reported results include improvement in clinical outcomes at three
months.

tPA Beleived Drawbacks. Patients are only eligible for tPA during a three hour
window from time of stroke; tPA use after three hours causes bleeding in the
brain (hemorrhage) which may prove fatal. Consequently, approximately 6% of
U.S. stroke patients and less than 1% of EU stroke patients utilize tPA
treatment. The EU has taken a position against tPA use as treated patients
experience significantly higher mortality rates with one in 15 experiencing
brain hemorrhage.

Pre-Clinical and Clinical Studies.
----------------------------------

     Results of Ischemia and Stroke Treated with OSAB-uc.
     ----------------------------------------------------

     Published studies report OSAB-uc (OSAB-uncontrolled dosing) causes an
anti-inflammatory and vasodilatory response sufficient to dramatically improve
blood flow to ischemic tissue. Multiple published clinical studies report
success treating ischemic tissue with OSAB-uc. Multiple investigators over
four decades report safety and non-toxicity using OSAB-uc in humans, including
a review of 5 million+ treatments to 384,775 patients.

     One unpublished study (Wasser et al.) reports case histories of patients
who suffered a brain stroke and subsequently received OSAB-uc. Results
included rapid recovery from paralysis, cognitive deficit and slurred speech.
Sophisticated diagnostics and controls were not available in this study,
necessitating study repetition.

     LipidViro Phase IIa Stroke Study.
     ---------------------------------

     During mid-2006, we are scheduled to commence a Phase IIa study treating
patients who have suffered Ischemic Brain Stroke. The trial enrolls 100
patients not eligible for tPA treatment. The trial is randomized, double-
blinded, placebo-controlled and employs a Contract Research Organization for
protocol compliance, data management and quality assurance.

     Market Size.
     ------------

     Should d-OSABibs demonstrate safely and efficacy treating ischemic brain
stroke, we estimate the total potential U.S. and E.U. market size based on
projected treatment costs and stroke statistics.  Based on revenue from 16
treatments at $300/treatment for therapy, $200/treatment for disposables and
using annual American Heart Association Stroke statistics, we estimate the
total annual market for d-OSABibs in the U.S at $5.6 billion, and for the EU
$8.0 billion.

LIPIDVIRO d-OSABchf THERAPY
Targeting Chronic Heart Failure (CHF).
--------------------------------------

     CHF Statistics.
     ---------------

     In North America, Chronic Heart Failure (CHF) affects more than 5 million
people and is associated with more than 300,000 deaths each year. The
cost of medical care, primarily resulting from repeat hospitalization, is
estimated to exceed $27 billion annually. Chronic inflammation is recognized
as an underlying pathology contributing to the development and progression of
Chronic Heart Failure.

     Chronic Heart Failure Background.
     ---------------------------------

     CHF is a debilitating condition in which the heart's ability to function
as a pump is impaired. CHF is most frequently the result of coronary artery
disease or hypertension. Patients with CHF experience a continual decline in
their health, resulting in increased frequency of hospitalization and
premature death.

     Relevant Clinical Studies.
     --------------------------

     In November 2005, Vasogen (NASDAQ NM: VSGN) concluded a pivotal Phase
III trial for treatment of Chronic Heart Failure using a therapy that removes
a small volume of blood, exposes the blood to three stressors to induce
apoptotic cells, then re-injects the stressed blood. The study enrolled 2400
patients in 174 sites in North American and Europe. U.S. sites included the
Texas Heart Center, Baylor School of Medicine and the Cleveland Clinic.

     Results of the Vasogen Phase II CHF study demonstrated four
significant findings:

     * Treated patients showed improvement in the New York Heart Association
functional classification by at least one class. This is significant as CHF
patients typically deteriorate and do not improve.

     * Survival analysis showed treated patients experienced a reduction in
mortality by 87%.

     * Hospitalization was reduced by 61%. Hospitalization of CHF patients
represents the largest single cost of treating CHF patients, estimated at more
than $19 billion annually in the U.S. Reduced hospitalization rates would
represent significant savings in CHF treatment costs.

     *  Statistically significant improvement in ECGs (electrocardiograms)
of treated patients as compared to the placebo group; results suggest a
reversal in CHF-associated cardiac deterioration.

The study reported no adverse reactions associated with the therapy. Endpoint
results of Vasogen's multi-site pivotal Phase III CHF trial are anticipated in
Q2 2006.

     d-OSAB Therapy also uses a small volume of the patient's blood which is
removed and stressed to turn on or activate signals in specific cells to
induce apoptosis. Primary objectives of LipidViro research during 2006 include
establishing technical equivalence and/or superiority to Vasogen's CHF
therapeutic approach.

     Market Size.
     -----------

     Should d-OSABchf demonstrate safety and efficacy treating chronic heart
failure, we estimate the total potential U.S. and E.U. market size based on
projected treatment costs and stroke statistics.  Based on revenue from 16
treatments at $300/treatment for therapy, $200/treatment for disposables and
using 2005 annual American Heart Association CHF statistics, we estimate the
total annual market for d-OSABchf in the U.S. at $17.6 billion, and for the EU
$19.2 billion.

     Comparison of LipidViro d-OSAB and Triple-Stressor Therapy.
     -----------------------------------------------------------

     A therapy we have descriptively named Triple-Stressor Therapy ("TST") is
utilized by our competitor. TST and d-OSAB are similar as they both seek to
activate cells with stressors to induce apoptosis, then re-infuse the treated
blood to treat cardiovascular disease by addressing inflammation. We believe a
comparison of these approaches suggest a number of advantages offered by
LipidViro d-OSAB.

     The Treatment.
     --------------

     Both TST and OSAB remove a volume of blood which is then treated with
stressors; TST uses three different stressors, while d-OSAB uses one. The
precise mechanism of both therapies remains under investigation. Current
evidence suggests specific cells that are exposed to stress, then reinfused,
result in suppression of inflammatory cytokines and promotion of anti-
inflammatory cytokines. Both TST and d-OSAB are reportedly able to cause this
effect.

     Potential Advantages of LipidViro d-OSAB vs. TST.
     -------------------------------------------------

     1. Larger Dose; Proportional Dose. Published TST studies report using
approximately 10cc of blood per treatment, while LipidViro d-OSAB may use 5cc
to 6000cc of blood per treatment. Consequently, d-OSAB is able to deliver a
larger dose when required. Furthermore, d-OSAB dosing is easily tailored to a
patient's body mass index (BMI), allowing for proportional treatment to
patient size.

     2. Measured vs. Unknown Dose. TST technology appears to measure the
amount of stressors delivered but not the amount of oxidative stressor
utilized or absorbed by the treated blood; LipidViro d-OSAB precisely
identifies the dose of stressor utilized. This may be significant for two
reasons:

          i.  Overstressed cells may become necrotic, a form of cellular
death resulting in an inflammatory response when re-injected rather than an
anti-inflammatory response. The precise dose-delivery technology utilized by
LipidViro d-OSAB was engineered to provide the optimal dose of stressor to
induce apoptosis without overstressing cells causing necrosis.

          ii.  To attain final marketing approval, we believe the FDA may
require precise identification of the dose of all stressors utilized or
absorbed by the treated blood. In short, our technology does this, while it
would appear the TST technology does not.

     3. IM vs. IV. TST studies report re-injecting approximately 10cc of
treated blood intramuscularly (IM); LipidViro d-OSAB re-infuses larger volumes
of blood intravenously (IV), with the flexibility to also re-infuse IM should
this route of administration demonstrate clinical advantage.

     IM injections of more than 1-2cc are very painful, which can conceivably
limit the maximum deliverable dose to the patient. IV re-infusion of d-OSAB
involves minimal patient discomfort and allows rapid delivery of significantly
larger volumes of treated blood which may result in a more rapid patient
response. Rapid response is mandatory in acute conditions such as ischemic
brain stroke.

     Separate clinical studies treating Peripheral Arterial Disease (PAD)
using IV administered OSAB-uc and IM administered TST may provide insight
between IV and IM administration. While these studies involve many criteria
that preclude direct side-by-side comparison, it is interesting to note
patients treated with IV OSAB-uc reported a wider range of statistical
improvements than IM treated TST patients. These data support justification
for further study.

     4. Flexible vs. Fixed Device Design. The proprietary technology used in
d-OSAB is able to produce treatment doses ranging from 5cc to 6000cc. The TST
technology used in recent clinical trials appears to be limited in the ability
to significantly increase the 10cc dose without re-engineering the equipment
or treatment. This design difference may translate into a significant
reduction in future development costs and allow LipidViro to generate multiple
therapeutics from the d-OSAB platform.

LIPIDVIRO PATHPURE
Purification of Biologicals Background.
---------------------------------------

     LipidViro PathPure is a purification process for production of pathogen-
free biologics. Biologics include animal and human-derived blood, plasma,
sera, proteins, and cell concentrates. The risk of viral and prion
contamination is a feature common to all biologicals whose production involves
the use of animal or human origin materials. Contamination of a biological may
arise from the source material, e.g. cell banks of animal origin, human blood,
human or animal tissues, or as adventitious agents introduced by the
production process, including for example, the use of animal sera in cell
culture.  Other examples of products at risk for pathogen contamination
include:

     *    Products derived from in-vitro culture of cell lines of human
          or animal origin;
     *    Products derived from in-vivo culture of cells or from organs
          or tissues of human or animal origin; and
     *    Products derived from blood and fractionates thereof, urine
          or other biological fluids of human or animal origin.

     Research reports a number of biologicals administered to humans have been
contaminated with viruses and prions. In several instances, the transmission
of disease due to contamination was only identified many years after the
product had been introduced into the market because contamination occurred
prior to recognition and understanding of the infectious agent.  The primary
cause of biological-derived disease transmissions has been contamination of
the starting or source materials. Viral contamination examples include Yellow
Fever vaccine, which was contaminated by Avian Leucosis Virus by virtue of its
production in naturally infected hen eggs.  SV40 was a contaminant of
poliovirus and adenovirus vaccines prepared in the 1950's.  These vaccines
were developed on primary cultures of kidney cells obtained from Rhesus
monkeys which naturally harbored a clinically undetectable infection of SV40.
In addition, viruses present in human plasma, e.g., HIV and HCV, have
contaminated blood products while human growth hormone extracted from the
pituitaries of cadavers and transfusion of blood products have been implicated
in the transmission of the infectious prion protein.

     Prions.
     -------

     Infectious prions are the pathogen responsible for causing Mad Cow
Disease and a similar fatal brain wasting disease in humans known as
Creutzfeldt-Jakob disease. The FDA has banned import and restricted use of a
number of animal and human derived biologics including bovine sera due to
threat of prion contamination. There is no approved process to inactivate
prions.

     Research Choices.
     -----------------

     The pathogens selected for study are chosen first to resemble, as closely
as possible, pathogens which would typically contaminate the biological media
being considered, and secondly to represent as wide a range of physico-
chemical properties as possible in order to test the ability of the system to
eliminate viruses in general.  Generally, a process used for purifying
biologics of viruses must demonstrate an ability to inactivate a full spectrum
of different viruses, including: retroviruses, small and large, lipid-
enveloped DNA and RNA viruses, and small and large DNA and RNA non-enveloped
viruses.  Where two similar viruses are available for our viral inactivation
studies, either because of their equal resemblance to possible contaminates,
or similarities in their properties, it is preferred to study the virus
considered to be more resistant.  Where available, viruses which can be grown
to a high titer (concentration) will be selected, although this may not always
be possible.

     The different pathogens chosen to represent the range of pathogens we
study require different assay methodologies to demonstrate inactivation. These
infectivity assays may involve plaque formation, detection of other cytopathic
effects such as syncytia or foci formation, end point titrations (e.g. TCID50
assays), detection of virus antigen synthesis or other methods. Generally, the
assay method chosen for different viruses will be selected based on a high
level of relative sensitivity and reproducibility and will be performed in
sufficient replicates and controls to ensure adequate statistical
accuracy of the results.

     Pre-Clinical Studies.
     --------------------

     Pre-clinical studies utilizing the LipidViro PathPure Platform have
demonstrated in vitro inactivation of prions and a variety of viruses to
levels below detection. Specifically, during 2004, we released pre-clinical
research results of studies that utilized LVT3 and our GEN-2 technology.  The
results demonstrated substantial inactivation of four different infectious
viruses, including: a DNA and a RNA virus, both with simple lipid envelopes; a
DNA virus with a complex lipid envelope; and, a small, non-enveloped virus.
The research was sponsored by us and conducted by an independent laboratory.
The studies were performed in a variety of biological media chosen to
represent potential candidates for commercial products.  We are encouraged by
these results, as a demonstration of antiviral efficacy in four differently
structured viruses suggests a broad spectrum antiviral capacity, with the
ability to inactivate multiple families of viruses structured similarly to
those studied.

     On March 3, 2005, we announced pre-clinical research results which
demonstrated the ability to substantially inactivate infectious prion proteins
in bovine serum. Our proprietary technology reduced prion infectivity in
bovine serum below the limits of detection in both cell and Western blot
assays; two gold standards for prion detection. These data were submitted for
presentation at the Meeting of the International Union of Microbiological
Societies, San Francisco, July 2005.

2005 Research & Product Development.
------------------------------------

     Overview.
     --------

     Our product development research program is designed to evaluate our
proprietary technologies. We utilize the results of our pre-clinical research
studies to identify potential products.  Each potential product is ranked for
development priority based on our assessment of the product's prospects for
commercial success. As a result we have selected two platforms for continued
research and commercial development; our d-OSAB platform which targets
therapeutics for treatment of human disease; and, our PathPure purification
platform for production of pathogen-free biologics.

     PathPure - Biological Purification Platform.
     --------------------------------------------

     During the first fiscal quarter 2005, we initiated discussion for
development of a commercial bio-fluid purification process with several
commercial bio-fluid manufacturers.  During the second fiscal quarter 2005, we
commenced collaboration with a commercial sera manufacturer to develop
a bovine sera product that can be labeled free of prion infectivity. This
project includes evaluation of sera bio-function post-treatment and design of
validation studies in cooperation with the USDA. These steps may be
characterized as due diligence on behalf of the sera manufacturer, who has
committed product and resources to the project.

     Prion Research.
     ---------------

     During the first fiscal quarter, on March 3, 2005, we announced
pre-clinical research results which demonstrated the ability to substantially
inactivate infectious prion proteins in bovine serum. Our proprietary
technology reduced prion infectivity in bovine serum below the limits of
detection by both cell and Western blot assays; two gold standards for prion
detection. During the second fiscal quarter, these data were presented at the
Meeting of the International Union of Microbiological Societies, San
Francisco. Also during the second quarter, we designed and initiated dose-
ranging to help identify optimal dosages demonstrating prion inactivation. The
continuation of this project depends on receipt of grant funds. We have
applied for NIH funding for our prion studies and associated product
development and are actively seeking other development opportunities for our
PathPure platform.

     LipidViro d-OSAB Platform.
     --------------------------

     Ischemic Brain Stroke Clinical Trial. During the first fiscal quarter of
2005, we initiated development and design of pre-clinical studies associated
with our Cardiovascular and Neurological Platforms. During the second fiscal
quarter we applied for NIH funding for our first proposed clinical study
treating Ischemic Brain Stroke patients with d-OSABibs. During the third
fiscal quarter, we determined the site for our clinical trial did not provide
access to adequate MRI and other diagnostics we deemed necessary to conduct
the trial. Mobile, outsourced diagnostics were not available with adequate
patient coverage and were found to be prohibitively expensive. As a result, we
have relocated the clinical trial to a facility with full diagnostic
capabilities required for the trial. Relocation requires amendment and re-
application of the original NIH grant which will delay potential NIH funding
of this trial.  Our present objective is to initiate a 20 patient pilot study
during mid-2006, followed by a 100 patient study that may be expanded to a
multi-site clinical trial.

     Intellectual Property.
     ----------------------

     During 2005, we filed for patent protection covering the d-OSAB
technology platform, PathPure platform and for proprietary applications
utilized by these platforms.

2005 Twelve Month Operational Plan and 2006 Milestones.
-------------------------------------------------------

     During 2005, we accomplished certain milestones set out one year ago in
our operational plan.  Our 2005 Operational plan called for further
development of our Drug Production and Delivery System; further development of
our Gas-Fluid Exchange Devices; testing of the combined system, developing
intellectual property covering our technology, identification and selection of
products for commercial development, corporate development and financing.

     Product Development.
     --------------------

     We accomplished our product development objectives by developing two
platforms which we believe can produce multiple commercial products;
specifically, the d-OSAB Platform and the PathPure Platform. From the d-OSAB
platform, we identified two therapeutics for continued research, development
and commercialization; d-OSABibs for treatment of ischemic brain stroke, and
d-OSABchf for treatment of chronic heart failure. We advanced development of
our d-OSAB platform by designing a clinical trial treating Ischemic Brain
Stroke patients with d-OSABibs; selecting a site to conduct the d-OSABibs
trial; and selecting primary investigators to manage the trial.

     Technology Development & Intellectual Property.
     -----------------------------------------------

     During fiscal 2005, we further refined our basic technology, including
refinement of our Gas-Fluid Exchange Device and Drug Production and Delivery
System, with the objective of creating commercially marketable products.  We
supplemented our intellectual property program to include coverage of our
product and technology development programs.

     Corporate Development and Financing.
     ------------------------------------

     During 2005, we continued to finance operations from investor loans.  We
elected to maintain low cost, streamlined management operations until we
execute financing sufficient to support additional management positions
required for NASDAQ SC or AMEX listing requirements.

2006 Milestones and Operational Plan.
-------------------------------------

     Corporate Development.  Our corporate operations objectives for 2006
include financing operations, establishing corporate governance sufficient to
apply for NASDAQ SM cap or AMEX listing and developing and implementing a
public relations strategy to enhance shareholder liquidity and value.

     Scientific Agenda.  Our scientific agenda for 2006 includes initiation
of our d-OSABibs clinical trial treating patients who have suffered an
Ischemic Brain Stroke, currently slated to commence in mid-2006; design of
pre-clinical studies for d-OSABchf Therapy targeting commercialization of a
therapeutic for treatment of Chronic Heart Failure; design and execution of
validation studies for our PathPure platform; and, identification of
additional product targets for our PathPure platform.

     Technology Development.  Our technology agenda for 2006 includes:
commercial development of our Gas-Fluid Exchange Device and Drug Production
and Delivery System, including application for CE mark in the European Union
and developing and implementing programs for quality control and quality
assessment for our d-OSAB platform.

     Financing.  We require immediate financing to fund operations for the
next 12 months, including our described technology and corporate development
and scientific agenda.  During fiscal year 2006, we will attempt to raise $3-7
million dollars from equity, debt and grants, which we believe will
sufficiently sustain our projected operations through the end of fiscal 2007.
We will attempt to raise additional money from the exercise of our Class A and
B warrants during June 2006.  If fully exercised, these warrants could raise
an additional $28 million. We do not have sufficient cash on hand to finance
our current plan of operation.  Since inception, debt and equity financing
have funded all operations including research expenses. We expend and will
likely continue to expend substantial funds to complete our research,
development and operational objectives.  To fund these operations, we will
consider all options available.  Consequently, now and on an ongoing basis we
will consider raising capital through collaborative arrangements, strategic
alliances, research grants or equity and debt financings or from other
sources.

Safe Harbor Statement.
----------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of our Company, including, without limitation: (i)our
ability to develop products and technologies acceptable to industry; establish
and maintain relationships with licensees and other users of our technology
and products; and raise capital; (ii) statements preceded by, followed by or
that include the words "may", "would", "could", "should", "expects",
"projects", "anticipates", "believes", "estimates", "plans", "intends",
"targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our Company's control) that could
cause actual results to differ materially from those set forth in the forward-
looking statements, including the following, in addition to those contained in
our Company's reports on file with the Securities and Exchange Commission:
general economic or industry conditions, nationally and/or in the communities
in which our Company conducts business; legislation or regulatory
requirements; conditions of the securities markets; the development of
products that may be superior to the products developed by our Company;
competition; changes in the quality or composition of our Company's products;
our ability to develop new products; our ability to raise capital; changes in
accounting principals, policies or guidelines; financial or political
instability; acts of war or terrorism; and other economic, competitive,
governmental, regulatory and technical factors affecting our Company's
operations, products, services and prices.

      Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  Our Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

Item 7.  Consolidated Financial Statements.
         ----------------------------------
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)

                   DECEMBER 31, 2005 CONSOLIDATED
                        FINANCIAL STATEMENTS

<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)




                         TABLE OF CONTENTS

                                                                    PAGE
                                                                  --------

Report of Independent Registered Public Accounting Firm               1

Consolidated Balance Sheet, December 31, 2005                         2

Consolidated Statements of Operations, For the Years Ended
December 31, 2005 and 2004 and For the Period From Inception
On May 6, 2003 Through December 31, 2005                              3

Consolidated Statement of Stockholders' Equity, For the Period
From Inception On May 6, 2003 Through December 31, 2005               4

Consolidated Statements of Cash Flows, For the Years Ended
December 31, 2005 and 2004 and For the Period From Inception
On May 6, 2003 Through December 31, 2005                              5

Notes to the Consolidated Financial Statements                     6 - 16

<PAGE>





     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
LIPIDVIRO TECH INC. AND SUBSIDIARY
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Lipidviro Tech
Inc. and Subsidiary [a development stage company] as of December 31, 2005 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2005 and 2004 and
for the period from inception on May 6, 2003 through December 31, 2005.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Lipidviro Tech Inc. and Subsidiary [a development stage company] as of
December 31, 2005 and the consolidated results of their operations and their
cash flows for the years ended December 31, 2005 and 2004 and for the period
from inception on May 6, 2003 through December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 10 to the financial
statements, the Company has incurred losses since inception and has not yet
been successful in establishing profitable operations.  Further, the Company
has current liabilities in excess of current assets.  These factors raise
substantial doubt about the ability of the Company to continue as a going
concern.  Management's plans in regards to these matters are also described in
Note 10.  The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

/s/Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.

April 11, 2006
Salt Lake City, Utah
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
                     CONSOLIDATED BALANCE SHEET


                               ASSETS

                                                              December 31,
                                                                  2005
                                                              ------------
CURRENT ASSETS:
 Cash                                                         $          -
                                                              ------------
  Total Current Assets                                                   -

PROPERTY AND EQUIPMENT, net                                          2,217

OTHER ASSETS:
 Definite-life intangible assets                                    32,102
 Goodwill                                                          290,317
                                                              ------------
   TOTAL ASSETS                                               $    324,636
                                                              ============
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Bank overdraft                                               $        441
 Accounts payable                                                  161,665
 Shareholder loans                                                 343,301
                                                              ------------
  Total Current Liabilities                                        505,407

LONG-TERM LIABILITIES:
 Related party accrued interest                                      7,562
 Related party note payable                                        600,000
                                                              ------------
  Total Liabilities                                              1,112,969
                                                              ------------

STOCKHOLDERS' EQUITY:
 Common stock, $0.001 par value, 150,000,000 shares
 authorized, 15,098,034 shares issued and outstanding               15,098
 Capital in excess of par value                                   (225,609)
 Deficit accumulated during the development stage                 (577,822)
                                                              ------------
  Total Stockholders' Equity                                      (788,333)
                                                              ------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $    324,636
                                                              ============
                                  2
The accompanying notes are an integral part of these financial statements.
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
                                                (Restated)    (Restated)
REVENUE                             $        -  $        -  $            -

OPERATING EXPENSES:
 General and administrative             54,227      73,099         207,483
 Research and development               86,749     175,387         327,694
                                    ----------  ----------  --------------
  Total Operating Expenses             140,976     248,486         535,177
                                    ----------  ----------  --------------
LOSS BEFORE OTHER INCOME (EXPENSE)    (140,976)   (248,486)       (535,177)

OTHER INCOME (EXPENSES):
 Interest income                             -          23              23
 Related party interest expense        (31,217)    (10,368)        (42,668)
                                    ----------  ----------  --------------
  Total Other Income (Expense)         (31,217)    (10,345)        (42,645)
                                    ----------  ----------  --------------
LOSS BEFORE INCOME TAX EXPENSE        (172,193)   (258,831)       (577,822)

CURRENT INCOME TAX EXPENSE                   -           -               -

DEFERRED INCOME TAX EXPENSE                  -           -               -
                                    ----------  ----------  --------------
NET INCOME (LOSS)                   $ (172,193) $ (258,831) $     (577,822)
                                    ==========  ==========  ==============
LOSS PER COMMON SHARE               $    (0.00) $    (0.00) $        (0.01)
                                    ==========  ==========  ==============
                                  3
The accompanying notes are an integral part of these financial statements.
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            (RESTATED)

            FOR THE PERIOD FROM INCEPTION ON MAY 6, 2003
                     THROUGH DECEMBER 31, 2005


                                                                 Deficit
                                                               Accumulated
                                 Common Stock      Capital in  During the
                             --------------------  Excess of   Development
                               Shares     Amount   Par Value      Stage
                             ----------  --------  ----------  -----------
BALANCE, May 6, 2003                  -  $      -  $        -  $         -

Issuance of 175,000 shares of
common stock for payment of
organization costs of $750,
or approximately $0.0043 per
share, May 2003                 175,000       175         575            -

Issuance of 13,405,000 units,
each consisting of one share
of common stock, one class A
warrant and one class B
warrant, for cash of $95,960,
or approximately $0.0072 per
unit, May 2003               13,405,000    13,405      82,555            -

Issuance of 55,125,000 shares
of common stock for cash of
$236,250, or approximately
$0.0043 per share, June 2003 55,125,000    55,125     181,125            -

Issuance of 26,250 shares of
common stock for services
valued at $113, or
approximately $0.0043 per
share, June 2003                 26,250        26          87            -

Capital contribution                  -         -       1,083            -

Net loss for the period ended
December 31, 2003                     -         -           -     (146,798)
                             ----------  --------  ----------  -----------
BALANCE, December 31, 2003   68,731,250  $ 68,731  $  265,425  $  (146,798)

Issuance of 1,491,784 shares
of common stock to purchase
minority interest valued at
$21,311, or approximately
$0.0143 per share, January
2004                          1,491,784     1,492      19,819            -

Capital contribution                  -         -      10,368            -

Net loss for the year ended
December 31, 2004                     -         -           -     (258,831)
                             ----------  --------  ----------  -----------
BALANCE, December 31, 2004   70,223,034    70,223     295,612     (405,629)

Repurchased and cancelled
55,125,000 shares of common
stock for cash of $1 and a
$600,000 note payable, or
approximately $0.0109 per
share, September 2005       (55,125,000)  (55,125)   (544,876)           -

Capital contribution                  -         -      23,655            -

Net loss for the year ended
December 31, 2005                     -         -           -     (172,193)
                             ----------  --------  ----------  -----------
BALANCE, December 31, 2005   15,098,034  $ 15,098  $ (225,609) $  (577,822)
                             ==========  ========  ==========  ===========
                                  4
The accompanying notes are an integral part of these financial statements.
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
                                                (Restated)    (Restated)
Cash Flows from Operating Activities:
 Net income (loss)                  $ (172,193) $ (258,831) $     (577,822)
 Adjustments to reconcile net income
 (loss) to net cash used by
 operating activities:
  Depreciation                             666         607           1,458
  Imputed interest expense              23,655      10,368          35,106
  Non-cash expenses paid by issuance
  of common stock                            -           -             750
  Non-cash services paid by issuance
  of common stock                            -           -             113
  Changes in assets and liabilities:
   Decrease in prepaid expense               -       3,919               -
   Increase in accounts payable          2,602     132,676         161,665
   Increase in related party accrued
   interest                              7,562           -           7,562
                                    ----------  ----------  --------------
    Net Cash Used by Operating
    Activities                        (137,708)   (111,261)       (371,168)
                                    ----------  ----------  --------------
Cash Flows from Investing Activities:
 Payments for property and equipment      (412)       (960)         (3,675)
 Payments for definite-life
 intangible assets                      (2,098)    (30,004)        (32,102)
 Payments for goodwill                       -           -        (269,006)
                                    ----------  ----------  --------------
    Net Cash Used by Investing
    Activities                          (2,510)    (30,964)       (304,783)
                                    ----------  ----------  --------------
Cash Flows from Financing Activities:
 Increase (decrease) in bank
 overdraft                                (582)      1,023             441
 Proceeds from shareholder loans       142,800     137,500         345,300
 Payments on shareholder loans          (2,000)          -          (2,000)
 Proceeds from issuance of common
 stock                                       -           -         293,700
 Proceeds from sale of warrants              -           -          38,510
                                    ----------  ----------  --------------
    Net Cash Provided by Financing
    Activities                         140,218     138,523         675,951
                                    ----------  ----------  --------------
Net Increase (Decrease) in Cash              -      (3,702)              -

Cash at Beginning of Period                  -       3,702               -
                                    ----------  ----------  --------------
Cash at End of Period               $        -  $        -  $            -
                                    ==========  ==========  ==============

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
  Interest                          $        -  $        -  $            -
  Income taxes                      $        -  $        -  $            -

Supplemental Schedule of Non-cash Investing and Financing Activities:
 For the period from inception on May 6, 2003 through December 31, 2005:
  In 2005, the Company recorded imputed interest expense on shareholder
  loans of $23,655 with an offsetting capital contribution.

  In September 2005, the Company repurchased and cancelled 55,125,000
  shares of common stock for cash of $1, which was paid by a shareholder,
  and a $600,000 note payable.

  In 2004, the Company recorded imputed interest expense on shareholder
  loans of $10,368 with an offsetting capital contribution.

  In January 2004, the Company issued 1,491,784 shares of common stock as
  part of a downstream merger (See Note 2).

  In 2003, the Company recorded imputed interest expense on shareholder
  loans of $1,083 with an offsetting capital contribution.

  In June 2003, the Company issued 26,250 shares of common stock for
  services valued at $113.

  In May 2003, the Company issued 175,000 shares of common stock as payment
  of organization costs of $750.

                                  5
The accompanying notes are an integral part of these financial statements.

<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - LipidViro Tech, Inc. ("Parent") was organized under the laws
of the State of California on October 19, 1954 as Anticline Uranium, Inc.
In October 2001, Parent changed its domicile from California to Nevada by
merging with and into a wholly-owned subsidiary with the same name with the
Nevada entity being the surviving entity.  In January 2004, Parent changed
its name to LipidViro Tech, Inc.  On June 24, 2003, Subsidiary acquired
95.9% of the outstanding stock of Parent pursuant to a Share Purchase
Agreement.  The agreement called for Subsidiary to pay $65,718 to former
shareholders of Parent for 35,000,000 shares of Parent's common stock
wherein Parent became a 95.9% owned subsidiary of Subsidiary (See Note 3).
On January 14, 2004, Parent issued 68,731,250 shares of its common stock
for all 9,818,750 outstanding shares of Subsidiary's common stock wherein
Subsidiary became a wholly owned subsidiary of Parent in a transaction
which has been accounted for as a downstream merger (See Note 2).
Accordingly, the equity transactions have been restated to reflect the
recapitalization of Subsidiary and the operations of Parent prior to June
24, 2003 have been eliminated.  The financial statements reflect the
operations of Subsidiary from its inception.

Lipidviro Tech Inc. ("Subsidiary") was organized under the laws of the
State of Utah on May 6, 2003.

LipidViro Tech, Inc. and Subsidiary ("the Company") plans to research and
market substances and compounds for antiviral and antibacterial purposes.
The Company has not generated any revenues from their planned principal
operations and is considered a development stage company as defined in
Statement of Financial Accounting Standards No. 7.  The Company has, at the
present time, not paid any dividends and any dividends that may be paid in
the future will depend upon the financial requirements of the Company and
other relevant factors.

Consolidation - The consolidated financial statements include the accounts
of Parent and Parent's wholly-owned Subsidiary.  All intercompany
transactions have been eliminated in consolidation.

Use of Estimates - The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.

Fair Value of Financial Instruments   The carrying values of bank overdraft
and accounts payable approximate fair value due to the short maturity of
these instruments.  The carrying values of shareholder loans and related
party debt approximate fair value based on discounting the projected cash
flows using market rates available for similar maturities.  None of the
financial instruments are held for trading purposes.

                                  6

<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents - The Company considers all highly-liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.

Property and Equipment   The Company records property and equipment at cost
and uses straight-line depreciation methods.  Maintenance, repairs, and
expenditures for renewals and betterments not determined to extend the
useful lives or to materially increase the productivity of the assets are
expensed as incurred.  Other renewals and betterments are capitalized.

Website Costs - The Company has adopted the provisions of Emerging Issues
Task Force 00-2, "Accounting for Web Site Development Costs."  Costs
incurred in the planning stage of a website are expensed as research and
development while costs incurred in the development stage are capitalized
and amortized over the life of the asset, estimated to be five years.  As
of December 31, 2005, the Company had capitalized a total of $3,242 of
website costs which are included in property and equipment.  The Company
did not incur any planning costs and did not record any research and
development costs for the period from inception on May 6, 2003 through
December 31, 2005.

Intangible Assets - The Company accounts for their intangible assets in
accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets".  SFAS No. 142 establishes three
classifications for intangible assets including definite-life intangible
assets, indefinite-life intangible assets and goodwill and requires
different accounting treatment and disclosures for each classification.  In
accordance with SFAS No. 142, the Company periodically reviews their
intangible assets for impairment.  No impairment was recorded during the
period from inception on May 6, 2003 through December 31, 2005.

Research and Development - Research and development costs are expensed as
incurred.

Minority Interest - From June 24, 2003 through January 14, 2004, Subsidiary
owned 95.9% of Parent.  The net loss of Parent applicable to the non-
controlling minority interest was not allocated to the minority interests
as there was no obligation of the non-controlling minority interests to
share in such losses.  On January 14, 2004, Subsidiary acquired the
minority interest in a downstream merger (See Note 2).

Reclassification   Certain amounts in prior-year financial statements have
been reclassified for comparative purposes to conform with presentation in
the current-year financial statements.

Restatement - The financial statements have been restated for all periods
presented to reflect the recapitalization of Subsidiary (See Note 2) and to
reflect a 1-for-100 reverse stock split that Parent effected on October 4,
2001, a 4-for-1 forward stock split that Parent effected on December 31,
2001, and a 7-for-1 forward stock split that Parent effected on April 18,
2006 [See Note 7].

                                  7

<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No.
153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No.
29", SFAS No. 123 (revised 2004), "Share-Based Payment", SFAS No. 154,
"Accounting Changes and Error Corrections   a replacement of APB Opinion
No. 20 and FASB Statement No. 3", SAFS No. 155, "Accounting for Certain
Hybrid Financial Instruments   an amendment of FASB Statements No. 133 and
140", and SFAS No. 156, "Accounting for Servicing of Financial Assets   an
amendment of FASB Statement No. 140", were recently issued.  SFAS No. 151,
152, 153, 123 (revised 2004), 154, 155, and 156 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.

NOTE 2 - DOWNSTREAM MERGER

On January 14, 2004, Subsidiary acquired the minority interests in Parent
and Subsidiary was reorganized as a subsidiary of Parent in a transaction
in which Parent issued 68,731,250 shares of its common stock in exchange
for all 9,818,750 outstanding shares of Subsidiary's common stock.
Accordingly, the equity transactions have been restated to reflect the
recapitalization of Subsidiary.  The Company recorded goodwill of $21,311
as a result of the downstream merger.  The financial statements reflect the
operations of Subsidiary from its inception.  As part of the downstream
merger, Parent issued 13,405,000 Class A warrants and 13,405,000 Class B
warrants to replace similar warrants of Subsidiary.  Parent also cancelled
35,000,000 shares of its common stock which had previously been owned by
Subsidiary.

NOTE 3 - ACQUISITION OF 95.9% OF LIPIDVIRO TECH, INC.

On June 24, 2003, Subsidiary acquired 95.9% of the outstanding stock of
Parent pursuant to a Share Purchase Agreement.  The agreement called for
Subsidiary to pay $65,718 to former shareholders of Parent for 35,000,000
shares of Parent's common stock wherein Parent became a 95.9% owned
subsidiary of Subsidiary.  The agreement also called for Subsidiary to
advance an additional $203,282 to pay costs associated with the acquisition
and to reduce the liabilities of Parent.  The acquisition closed June 24,
2003 and has been accounted for as a purchase of Parent.  The Company
recorded goodwill of $269,006 as a result of the acquisition.  The
financial statements reflect the operations of Parent from June 24, 2003.

                                  8

<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT

                                                 Estimated    December 31,
                                                Useful Lives      2005
                                                ------------  ------------

Office equipment                                   5 years    $        433
Website                                            5 years           3,242
                                                              ------------
                                                                     3,675
Less accumulated depreciation                                       (1,458)
                                                              ------------
Net Property and Equipment                                    $      2,217
                                                              ------------

Depreciation expense for the years ended December 31, 2005 and 2004 was
$666 and $607, respectively.

NOTE 5 - DEFINITE-LIFE INTANGIBLE ASSETS

                                                 Estimated    December 31,
                                                Useful Lives      2005
                                                ------------  ------------
Pending Patent Applications                          N/A      $     32,102
                                                              ------------
                                                                    32,102
Less accumulated amortization                                            -
                                                              ------------
Net Definite-life Intangible Assets                           $     32,102
                                                              ------------

The Company's definite-life intangible assets consist only of pending
patent applications.  Once a patent has been granted, the Company will
amortize the related costs over the estimated useful life of the patent.
If a patent application is denied, the related costs will be expensed
immediately.

NOTE 6 - GOODWILL
                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
Goodwill at beginning of period     $  290,317  $  269,006  $            -

Goodwill from the acquisition of
95.9% of Parent                              -           -         269,006

Goodwill from the acquisition of
the minority interests in Parent             -      21,311          21,311
                                    ----------  ----------  --------------
Goodwill at end of period           $  290,317  $  290,317  $      290,317
                                    ----------  ----------  --------------

                                  9
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK

Common Stock - The Company has authorized 150,000,000 shares of common
stock with a par value of $0.001.

In September 2005, the Company repurchased and cancelled 55,125,000 shares
of common stock for cash of $1 and a $600,000 note payable, or
approximately $0.0109 per share.

In January 2004, the Company issued 1,491,784 shares of common stock to the
former shareholders of Subsidiary as part of a downstream merger (See Note
2).

In June 2003, the Company issued 26,250 shares of common stock to an
officer for services rendered valued at $113, or approximately $0.0043 per
share.

In June 2003, the Company issued 55,125,000 shares of common stock for cash
of $236,250, or approximately $0.0043 per share.

In May 2003, the Company issued 13,405,000 units.  Each unit consisted of
one share of common stock, one Class A warrant, and one Class B warrant.
The units were issued for cash of $95,960, or approximately $0.0072 per
unit.

In May 2003, the Company issued 175,000 shares of common stock to an
officer as payment of organization costs of $750, or approximately $0.0043
per share.

Stock Splits   On April 18, 2006, Parent effected a 7-for-1 forward stock
split (See Note 13).  On December 31, 2001, Parent effected a 4-for-1
forward stock split.  On October 4, 2001, Parent effected a 1-for-100
reverse stock split.  The financial statements for all periods presented
have been restated to reflect these stock splits.

Class A Warrants - In May 2003, the Company issued 13,405,000 Class A
Warrants for cash of $19,255, or approximately $0.0014 per warrant, as part
of a private placement offering.  The warrants vested immediately and are
exercisable at $0.71 per share.  The warrants were originally exercisable
for two years.  In August 2003, the Company changed the exercise period so
the warrants were only exercisable during June 2006.  In April 2006, the
Company extended the exercise period through June 30, 2008 (See Note 13).
At December 31, 2005, none of these warrants had been exercised, forfeited,
or cancelled.

                                 10
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CAPITAL STOCK (Continued)

Class B Warrants - In May 2003, the Company issued 13,405,000 Class B
Warrants for cash of $19,255, or approximately $0.0014 per warrant, as part
of a private placement offering.  The warrants vested immediately and are
exercisable at $1.43 per share.  The warrants were originally exercisable
for two years.  In August 2003, the Company changed the exercise period so
the warrants were only exercisable during June 2006.  In April 2006, the
Company extended the exercise period through June 30, 2008 (See Note 13).
At December 31, 2005, none of these warrants had been exercised, forfeited,
or cancelled.

Stock Option Plan - In March 2003, the Board of Directors of Parent
approved and adopted the "2003 Stock Option/Stock Issuance Plan" ("the
Plan") with a maximum of 10,500,000 shares of common stock reserved for
issuance under the Plan.  The Plan provides for both the direct award of
shares and for the grant of options to purchase shares.  The Board of
Directors has authorized options to purchase 3,500,000 common shares to be
granted at a purchase price of $0.01 per share, but the Company has not
granted any options.  Under the Plan, the Board of Directors shall
determine which eligible persons are to receive Incentive Options, Non-
statutory grants or stock issuances.  The Board of Directors also sets the
exercise price for options granted.  The option terms are not to exceed ten
years from the option grant date.  At December 31, 2005, total awards
available to be granted from the Plan amounted to 10,500,000 shares.

NOTE 8 - INCOME TAXES

The Company's deferred tax assets, deferred tax liabilities, and valuation
allowance are as follows:
                                                              December 31,
                                                                  2005
                                                              ------------
Deferred tax assets:
 Organization costs                                           $         67
 Research and development equipment                                  1,894
 Net operating loss carryforwards                                  115,603
                                                              ------------
Total deferred tax assets                                     $    117,564

Deferred tax liabilities:
 Patent application costs                                     $      6,180
 Depreciation                                                          192
                                                              ------------
Total deferred tax liabilities                                $      6,372

                                 11
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES (Continued)

Total deferred tax assets                                     $    117,564
Total deferred tax liabilities                                      (6,372)
Valuation allowance                                               (111,192)
                                                              ------------
Net deferred tax asset (liability)                            $          -

These amounts have been presented in the financial statements as follows:
 Current deferred tax asset (liability)                       $          -
 Non-current deferred tax asset (liability)                              -
                                                              ------------
                                                              $          -

At December 31, 2005, the Company has net operating loss carryforwards of
approximately $601,000 available to offset future taxable income and
expiring beginning in 2023 through 2025.  The Company has experienced
losses since inception and has not yet generated any revenues; therefore,
the Company has established a valuation allowance of $111,192 to offset the
net tax assets from the net operating loss carryforwards.

The income tax provision consists of the following components:
                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
Current income tax expense (benefit):
 Federal                            $        -  $        -  $            -
 State                                       -           -               -
                                    ----------  ----------  --------------
                                    $        -  $        -  $            -

Deferred income tax expense (benefit):
 Federal                            $        -  $        -  $            -
 State                                       -           -               -
                                    ----------  ----------  --------------
                                    $        -  $        -  $            -

Net income tax expense (benefit) charged to operations:
 Federal                            $        -  $        -  $            -
 State                                       -           -               -
                                    ----------  ----------  --------------
                                    $        -  $        -  $            -

                                 12
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES (Continued)

The income tax provision differs from the amounts that would be obtained by
applying federal and state statutory income tax rates to income (loss)
before income tax rates as follows:
                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
Income (loss) before income taxes   $ (172,193) $ (258,831) $     (577,822)
Expected combined federal and state
income tax rate                          20.0%       20.0%           20.0%
                                    ----------  ----------  --------------
Expected income tax expense
(benefit) at statutory rates           (34,438)    (51,766)       (115,564)
Federal benefit of state taxes           1,291       1,941           4,334
Tax effect of:
 Meals and entertainment                    34           4              38
 Organization costs                        (29)        (29)             67
 Research and development equipment       (825)        171           1,894
 Patent costs                             (404)     (5,776)         (6,180)
 Depreciation                              (88)        (77)           (192)
 Net deferred tax liability change       1,345       5,711           4,410
 Change in valuation allowance          33,114      49,821         111,193
                                    ----------  ----------  --------------
Net income tax expense (benefit)    $        -  $        -  $            -

NOTE 9 - RELATED PARTY TRANSACTIONS

Shareholder Loans - During the years ended December 31, 2005 and 2004,
respectively, shareholders of the Company loaned $142,800 and $137,500 to
the Company and the Company repaid loans totaling $2,000 and $0.  At
December 31, 2005, the Company owes a total of $343,301 to the
shareholders.  The loans bear no interest and are due on demand; however,
the Company is imputing interest at 8% per annum.  During the years ended
December 31, 2005 and 2004, respectively, the Company imputed interest
expense of $23,655 and $10,368.

Note Payable   In September 2005, the Company issued a 5% $600,000 note
payable to repurchase common stock (See Note 7).  The note and accrued
interest are all due in September 2009.  During the years ended December
31, 2005 and 2004, respectively, interest expense on the note payable
amounted to $7,562 and $0.

Stock Repurchase   In September 2005, the Company repurchased and cancelled
55,125,000 shares of common stock for cash of $1 and a $600,000 note
payable (See Note 7).

                                 13
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS (Continued)

Stock Issuance - In May 2003, the Company issued 175,000 shares of common
stock to an officer of the Company as payment of organization costs of $750
(See Note 7).

Management Compensation - The Company has not paid any cash compensation to
any officer or director of the Company.  However, in June 2003, the Company
issued 26,250 shares of common stock to an officer of the Company for
services rendered valued at $113 (See Note 7).

Office Space - The Company has not had a need to rent office space.  A
shareholder (former officer) of the Company is allowing the Company to use
her mailing address, as needed, at no expense to the Company.

NOTE 10 - GOING CONCERN

The Company's financial statements have been presented on the basis that
they are a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.  At
December 31, 2005, the Company had incurred losses since inception, had not
yet generated any revenues, and had current liabilities in excess of
current assets.  These factors create an uncertainty about the Company's
ability to continue as a going concern.  In this regard, management is
proposing to raise any necessary additional funds not provided by
operations through loans or through additional sales of common stock.
There is no assurance that the Company will be successful in raising this
additional capital or in achieving profitable operations.  The financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.

NOTE 11 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

                                                            For the Period
                                           For the          From Inception
                                          Year ended        On May 6, 2003
                                         December 31,          Through
                                    ----------------------   December 31,
                                       2005        2004          2005
                                    ----------  ----------  --------------
Loss available to common
shareholders (numerator)            $ (172,193) $ (258,831) $     (577,822)

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

Weighted average number of common
shares outstanding (denominator)    56,328,513  70,165,971      62,392,904

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

                                 14
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - LOSS PER SHARE (Continued)

At December 31, 2005 and 2004, the Company had 13,405,000 Class A warrants
and 13,405,000 Class B warrants outstanding which were not used in the
computation of dilutive loss per share because their effect would be anti-
dilutive.  Dilutive loss per share was not presented, as the Company had no
common stock equivalent shares for all periods presented that would effect
the computation of diluted loss per share.

NOTE 12   RESTATEMENT

In preparing these financial statements, the Company discovered that (1)
interest had not been imputed on shareholder loans and (2) pending patent
applications were being amortized.  The restatement had the following
effects on the amounts presented herein:
                                   Statement of Operations for the Year
                                          Ended December 31, 2004
                                 -----------------------------------------
                                    Before         After
                                  Restatement   Restatement   Difference
                                 ------------- ------------- -------------
Research and development         $    175,902  $    175,387  $       (515)
Total operating expenses              249,000       248,486          (514)
Loss before other income (expense)   (249,000)     (248,486)          514
Related party interest expense              -       (10,368)      (10,368)
Total other income (expense)               23       (10,345)      (10,368)
Loss before income tax expense       (248,977)     (258,831)       (9,854)
Net income (loss)                    (248,977)     (258,831)       (9,854)
Loss per common share                   (0.00)        (0.00)            -

                                  Statement of Operations For the Period
                                   From Inception On May 6, 2003 Through
                                             December 31, 2005
                                 -----------------------------------------
                                    Before         After
                                  Restatement   Restatement   Difference
                                 ------------- ------------- -------------
Research and development         $    328,209  $    327,694  $       (515)
Total operating expenses              535,691       535,177          (514)
Loss before other income (expense)   (535,691)     (535,177)          514
Related party interest expense        (31,217)      (42,668)      (11,451)
Total other income (expense)          (31,194)      (42,645)      (11,451)
Loss before income tax expense       (566,885)     (577,822)      (10,937)
Net income (loss)                    (566,885)     (577,822)      (10,937)
Loss per common share                   (0.01)        (0.01)            -

                                 15
<PAGE>
                 LIPIDVIRO TECH, INC. AND SUBSIDIARY
                    (A Development Stage Company)
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13   SUBSEQUENT EVENTS

Stock Split   On April 18, 2006, Parent effected a 7-for-1 forward stock
split by dividend.  The financial statements for all periods presented have
been restated to reflect the stock split.

Common Stock Issuance   In April 2006, the Company issued 2,166,003 shares
of common stock.

Extended Warrant Exercise Period   In April 2006, the Company extended the
exercise period for Class A and Class B Warrants through June 30, 2008.

Warrant Issuance   In April 2006, the Company issued 875,000 Class A
Warrants and 560,000 Class B Warrants.

Commitments   In February 2006, the Company signed a research agreement
that requires payment of $5,000 per month for two years and issuance of
616,000 shares of common stock, 560,000 Class A Warrants, and 560,000
Class B Warrants.  The common stock and warrants were issued in April 2006
and are included in the figures above.

In April 2006, the Company signed a clinical trail consulting service
agreement, whereby 140,000 Class A Warrants were issued and are included in
the figures above.

In February 2006, the Company signed a research agreement that requires
payment of $3,000 per month for six months.

In February 2006, the Company signed a research agreement that requires
payment of $2,080 per month for six months.

                                 16
<PAGE>
Item 8(a).  Controls and Procedures.
            ------------------------

     As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effectively designed to ensure that
information required to be disclosed or filed by us is recorded, processed or
summarized, within the time periods specified in the rules and regulations of
the Securities and Exchange Commission.  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.  In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.

Item 8(b).  Other.
------------------

     On February 8, 2006, we offered a presentation of its OSAB
Therapeutic Platform for treatment of Cardiovascular disease including
Ischemic Brain Stroke.  Details of the presentation may be found at the
our website www.lipidviro.com or for additional information, see our 8-K
Current Report that was filed with the Securities and Exchange Commission
February 9, 2006.  See Part III, Item 13.


     In February 2006, we signed a research agreement that requires payment of
$5,000 per month for two years and issuance of 616,000 shares of our common
stock, 560,000 Class A Warrants and 560,000 Class B Warrants.

     In February 2006, we additionally signed a research agreement that
requires payment of $3,000 per month for six months.

     In February 2006, we also signed a research agreement that requires
payment of $2,080 per month for six months.

     We declared a stock dividend on our common stock, payable to common stock
shareholders of record as of the close of business on April 17, 2006. The
dividend required a mandatory exchange of stock certificates.  The dividend
was seven (7) shares of common stock payable for every issued and outstanding
share of common stock, subject to the mandatory exchange.  Therefore, for
example, if a holder owned a round lot of 100 shares, he, she or it would
receive 700 shares in total after the mandatory exchange.  The payment date
for the stock dividend was April 18, 2006, subject to the mandatory exchange
of certificates.  All computations in this Annual Report take into account
this one (1) for seven (7) dividend.  For additional information, see our
Press Release filed as an Exhibit to our 8-K Current Report that was filed
with the Securities and Exchange Commission April 7, 2006.  See Part III, Item
13.

     We extended the Warrant Exercise period on our Class A and B Warrants to
June 30, 2008.  That will allow owners of our Class A and B Warrants to
Exercise Warrants between June 1, 2006 and June 30, 2008. The expanded Warrant
Exercise period provides Warrant owners greater flexibility to convert their
Warrants to common stock.  For additional information, see our Press Release
that was filed as an Exhibit to our 8-K Current Report that was filed with the
Securities and Exchange Commission on April 17, 2006.  See Part III, Item 13.

     In April 2006, we issued 2,166,003 shares of common stock, and we issued
875,000 Class A Warrants and 560,000 Class B Warrants.

                                 PART III

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

Identification of Directors and Executive Officers.
---------------------------------------------------

     The following table sets forth the names of all of our current directors
and executive officers for the calendar year ended December 31, 2005, and to
the date hereof.  These persons will serve until the next annual meeting of
the stockholders or until their successors are elected or appointed and
qualified, or their prior resignation or termination.
                                   Date of         Date of
                     Positions     Election or     Termination
Name                 Held          Designation     or Resignation
----                  ----         -----------     ---------------

Kenneth P. Hamik     President and   6/24/2003            *
                     Director        6/24/2003            *

Kristy Hamik         COO and         6/24/2003        1/19/2004
                     Director        6/24/2003        1/19/2004

Patrick A. Seymour   COO and         1/19/2004        4/5/2004
                     Director        1/19/2004        4/5/2004

               *  Still are serving in these positions above.

     Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have been duly qualified.  Officers are appointed to serve until the
annual meeting of our Board of Directors following the next annual meeting of
our stockholders and until their successors have been elected and have
qualified.

Business Experience.
--------------------

     Kenneth P. Hamik, President, CEO and a director.  Mr. Hamik is 46 years
of age.  Kenneth P. Hamik has over 20 years of management and consulting
experience across a wide range of markets: healthcare, media/entertainment,
consumer products, Internet, education, financial services,
telecommunications, energy, electronics/computers, air travel and auto
manufacturing. He was featured in the January 2000 cover article of Consumer
Reports on future product trends, in an MSN article on future career paths
and recently headed a team to manage Charles Schwab electronic relationship
management strategies. Before joining LipidViro, he served as Vice President
of Marketing & Strategy at Triple Aught, Inc., a Berkeley, California based
energy technology & engineering start-up company.  Mr. Hamik completed his
Masters of Science work at the University of Houston's Studies of the Future
program. He also has a B.S. Degree from the University of Nebraska.

Significant Employees.
----------------------

     LipidViro has no employees who are not executive officers, but who are
expected to make a significant contribution to its business.

Family Relationships.
---------------------

     There are no family relationship.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     During the past five years, no director, person nominated to become a
director, executive officer, promoter or control person of our Company:

     (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3) was 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; or

     (4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

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

     On April 18, 2005, a Schedule 13(d) was filed by Benedente LLC regarding
their acquisition of 893,000 pre-dividend shares of Lipidviro.  On April 3,
2006, Benedente was issued an additional 1,400,000 post-dividend shares.  We
have been advised that Benedente will file the forms required within 10 days
of the filing of this Annual Report.

     All owners of our common stock who are either management or own 5% or
more of out outstanding stock have advised us that they will file the required
forms within 10 days of the filing of this Annual Report.

Audit Committee.
----------------

     We have not adopted an Audit Committee due to the fact that our Company
is a development stage company and has generated no revenues from operations.
However, we do plan in the next fiscal year to adopt and have an Audit
Committee.

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

     We have adopted a Code of Ethics for our President and Chief Executive
Officer which was filed as Exhibit 14 to our Annual Report on Form 10-KSB for
the year ended December 31, 2004.  See Part III Item 13.

Compensation Committee.
-----------------------

     We have not established a Compensation Committee because we believe that
our one member Board of Directors is able to effectively manage the issues
normally considered by a Compensation Committee.

Nominating and Corporate Governance Committee.
----------------------------------------------

     We have not established a Nominating and Corporate Governance Committee
because we believe that our one member Board of Directors is able to
effectively manage the issues normally considered by a Nominating and
Corporate Governance Committee.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation.
------------------

     No compensation was paid to any director or executive officer during
fiscal 2005 or 2004.

Stock Option Plan.
------------------

     In March, 2003, the Board of Directors approved and adopted the "2003
Stock Option/Stock Issuance Plan" ("the Plan") with a maximum of 10,500,000
shares of common stock reserved for issuance under the Plan.  The Plan
provides for both the direct award of shares and for the grant of options to
purchase shares.  Our Board of Directors has authorized options to purchase
3,500,000 common shares to be granted at a purchase price of $0.01 per share,
but to date our Company has not granted any options to its employees, officers
or directors.  Under the Plan, Our Board of Directors shall determine which
eligible persons are to receive Incentive Options, Non-Statutory grants or
stock issuances.  Our Board of Directors also sets the exercise price for
options granted.  The option terms are not to exceed 10 years from the option
grant date.  At December 31, 2005, total awards available to be granted from
the Plan amounted to 10,500,000.

                    Options/SAR Grants in Last Fiscal Year
                    --------------------------------------

                               Individual Grants
                               -----------------


  (a)                (b)           (c)            (d)              (e)
                  Number of      % of Total
                  Securities     Options/SARs
                  Underlying     Granted to
                  Options/SARs   Employees in   Exercise or Base  Expiration
Name              Granted (#)    Fiscal Year    Price ($/Sh)      Date
----              -----------    -----------    ------------      ----
None              -0-            -0-            -0-               -0-


Compensation of Directors.
--------------------------

     There are no standard arrangements pursuant to which our directors are
compensated for any services provided as a director.  No additional amounts
are payable to our directors for committee participation or special
assignments.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
-------------

     There are no employment contracts, compensatory plans or arrangements,
including payments to be received from us, with respect to any director or
executive officer of ours that would in any way result in payments to any such
person because of his or her resignation, retirement or other termination of
employment with us or any subsidiary or any change in control of our Company.

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

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the share holdings of those persons who
beneficially own more than five percent of our common stock as of the date of
December 31, 2005 and the date of this Report:

                                                 Number of Shares
                                                Beneficially Owned
Name and Address                           12/31/05(1)         Today(2)
----------------                          ----------------------------
B'Chesed, LLC(3)                          2,275,000  15.1%   2,275,000  13.0%

Benedente Holdings, LLC(4)                8,701,000  57.6%  10,101,000  57.9%

Keith Keyser                              1,162,469   7.7%   1,162,469   6.7%

SleepyLion, LLC(5)                        2,275,000  15.1%   2,275,000  13.0%

Total                                    14,413,469  95.5%  15,134,469  90.6%

(1)  Based on 15,098,034 common shares outstanding as of December 31, 2005,
taking into account the seven (7) for one (1) dividend.

(2)  Based on 17,264,037 common shares and 175,000 Class A Warrants issued to
management, for a total outstanding as of April 17, 2006, of 17,439,037, after
the seven (7) for one (1) dividend.

(3)  B'Chesed, LLC is a Wyoming Limited Liability Corporation.

(4)  Benedente Holdings, LLC is a Wyoming Limited Liability Corporation.
Steve Keyser is manager and majority shareholder of Benedente Holdings, LLC.

(5)  SleepyLion, LLC is a Wyoming Limited Liability Corporation.   Keith
Keyser is manager and majority shareholder of SleepyLian, LLC.

Security Ownership of Management.
---------------------------------

The following table sets forth the shareholdings of our directors and
executive officers as of December 31, 2005 and the date of this report:

                                                 Number of Shares
                                                Beneficially Owned
Name and Address                           12/31/05(1)         Today(2)
----------------                          ----------------------------
Kenneth P. Hamik                             26,250 .17%     201,250(4) 1.15%

All Directors and
Executive Officers as a
group

(1)  Based on 15,098,034 common shares outstanding as of December 31, 2005,
taking into account the seven (7) for one (1) dividend.

(2)  Based on 17,264,037 common shares and 175,000 Class A Warrants  held by
management, for a total outstanding as of April 17, 2006, of 17,439,037, after
the seven (7) for one (1) dividend.

(3)  26,250 shares of common stock in the name of Kenneth P. Hamik, plus
175,000 Class A Warrants that are immediately exerciseable.

Changes in Control.
-------------------

     To the knowledge of our management, there are no present arrangements or
pledges of our securities which may result in a change in control of our
Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     Except as indicated below, during the calendar years ended December 31,
2005, and 2004, and since then, there were no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party,
in which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record
or beneficially more than five percent of our common stock, or any member of
the immediate family of any of the foregoing persons, had a material interest.

     During the years ended December 31, 2005, and 2004, respectively,
shareholders of our Company loaned $142,800 and $137,500 to us, and we repaid
loans totaling $2,000 and $0.  At December 31, 2005, we owe a total of
$343,301 to these shareholders.  The loans bear no interest and are due on
demand; however, we are imputing interest at 8% per annum.  During the years
ended December 31, 2005, and 2004, respectively, we imputed interest expense
of $23,655 and $10,368.

     On April 18, 2005, we executed a Securities Purchase Option Agreement
(the "Agreement") with Lombard, Inc. ("Lombard"), whereby we purchased for
$1.00, an option to acquire 55,125,000 shares of our common stock, for a
period of 48 months from the date of the Agreement, for a purchase price of
$600,000.  The Agreement was attached, to the initially filed Current Report
and is incorporated herein by reference. See Item 9.01.  On September 30,
2005, the 55,125,000 shares were acquired and immediately returned to
treasury, reducing our issued and outstanding shares from 70,223,041 to
15,098,041. Payment was made to the Seller by a note for $600,000 from the
Company. The $600,000 note from us bears simple interest of 5% and is payable
within 48 months from September 30, 2005, with an allowance from the Seller of
an automatic 24 month extension if requested by us.

Certain Business Relationships.
-------------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2005, and 2004, and
since then, there were no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party,
in which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record
or beneficially more than five percent of our common stock, or any member of
the immediate family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2005, and 2004, and
since then, there were no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party,
in which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to us to own of record
or beneficially more than five percent of our common stock, or any member of
the immediate family of any of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

     LipidViro-Utah may have been deemed to have been our parent at December
31, 2005.

Transactions with Promoters.
----------------------------

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2005 and 2004, and since
then, there were no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder of us, or any
member of the immediate family of any of the foregoing persons, had a material
interest.

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

Reports on Form 8-K.
--------------------

8-K Current Report dated February 1, 2005, regarding a Press Release, filed
February 1, 2005.

8-K Current Report dated March 3, 2005, regarding a Press Release, filed March
3, 2005.

8-K Current Report dated April 18, 2005, regarding the Stock Purchase Option
Agreement, as amended, filed May 4, 2005, and October 26, 2005, respectively.

8-K Current Report dated February 8, 2006, regarding a Press Release, filed
February 9, 2006.

8-K Current Report dated April 6, 2006, regarding a Press Release, filed April
7, 2006.

8-K Current Report dated April 13, 2006, regarding a Press Release, filed
April 14, 2006.

8-K Current Report dated April 17, 2006, regarding a Press Release, filed
April 17, 2006.

Exhibits
--------

Exhibit
Number               Description
------               -----------
3.1(i)    Original Articles of Incorporation of the Company filed with the
          State of California on October 25, 1954*

3.1(ii)   Certificate of Amendment to original Articles of Incorporation
          filed with and accepted by the California Secretary of State on
          August 9, 2001 (eliminating all distinctions between Class A and
          Class B shares and creating but one class of common stock,
          increasing the authorized number of shares issuable to 50,000,000,
          and reducing the par value per common capital share from 10 cents
          to one mill or $0.001 per share)*

3.1(iii)  Articles of Incorporation of the Company's wholly owned Nevada
          subsidiary filed with the Nevada Secretary of State on August 31,
          2001 (by operation of law, these Articles comprise the Company's
          current Articles of Incorporation as a result of the merger
          transaction) and the August 31, 2001 Certificate of Acceptance of
          Appointment by Resident Agent*

3.1(iv)   Articles of Merger filed with and accepted by both the States of
          Nevada and California (including the Agreement and Plan of Merger
          as Exhibit "A" thereto) by which the merger between the parent
          California corporation and its wholly owned Nevada subsidiary
          became effective under both Nevada and California law on October
          4, 2001*

3.2       By-laws of Anticline--Nevada, the survivor in the merger*

14          Code of Ethics**

31          302 Certification of Kenneth P. Hamik

32          906 Certification

*   Attached to our 10-SB12G Registration Statement filed on March 1, 2002,
and
incorporated herein by reference.

*   As amended in our Definitive Information Statement filed July 23, 2003,
by increasing the authorized shares and changing our name.

**  Attached to our 10KSB Annual Report for the year ended December 31, 2004,
and incorporated herein by reference.

     Exhibit 14               Code of Ethics

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to us by our principal
accountants during the calendar years ended December 31, 2005, and December
31, 2004:

     Fee category              2005     2004
     ------------              ----     ----

     Audit fees              $8,421     $11,629

     Audit-related fees      $    0     $     0

     Tax fees                $1,450     $ 1,562

     All other fees          $    0     $     0

     Total fees              $9,871     $13,191

     Audit fees.  Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB or services that
are normally provided by our principal accountants in connection with
statutory and regulatory filings or engagements.

     Audit-related fees.  Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under
"Audit fees."

     Tax fees.  Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.

                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       LIPIDVIRO TECH, INC.


Date: 4/21/2006                        By/s/Kenneth P. Hamik
      -------------                      -------------------
                                         Kenneth P. Hamik
                                         President, Chief Executive Office and
                                         Director


     In accordance with the Exchange Act, this Annual Report has been signed
below by the following person on behalf of the Registrant and in the
capacities and on the dates indicated:

Date: 4/21/2006                        By/s/Kenneth P. Hamik
     -------------                       ----------------------
                                         Kenneth P. Hamik
                                         President, Chief Executive
                                         Officer and Director

<PAGE>