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, 2003
                               -----------------

[ ]  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.)

                        2120 South 700 East, #H183
                        Salt Lake City, Utah 84106
                        --------------------------
                   (Address of Principal Executive Offices)

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

                         ANTICLINE URANIUM, 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 (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 Company 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 is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

     State Issuer's revenues for its most recent fiscal year:   December 31,
2003 - $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.

     March 24, 2004 - $213.  There are approximately 213,112 shares of
common voting stock of our Company held by non-affiliates.  There is no
"established trading market" for our Company'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:

                             March 24, 2004

                                5,213,112

                    DOCUMENTS INCORPORATED BY REFERENCE

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

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

<PAGE>
                                  PART I

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

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

     Anticline Uranium, Inc. ("our Company" and "we,"our," "us" and words of
similar import) was organized under the laws of the State of California on
October 19, 1954.  Our Company was incorporated for the purpose of exploring,
prospecting for, mining and treating uranium and other minerals in Utah and to
acquire and sell mineral estates including oil and gas properties and rights.
In 1955, our Company completed a public offering of its Class A common shares,
designated to be issued to the public for $282,000 and issued Class B common
shares, designated as incentive compensation for services.  The proceeds from
the public offering were used for incorporation expenses, exploration of
mining claims, equipment and payment of wages.  Our Company became inactive
shortly after its public offering and remained dormant until June 2001, when
it was reactivated and received proceeds from the issuance of notes payable.
Our Company used the proceeds of its notes payable to pay back taxes to the
State of California Franchise Tax Board in order to reinstate its corporate
charter.

     In July 2001, our Company held a court-ordered shareholders' meeting
where, by order of law, a new Board of Directors was elected.  The
shareholders voted to consolidate the Class A and Class B stock into one class
of common stock, to change the par value of the stock from $0.10 to $0.001 per
share and to increase the authorized number of common stock to 50,000,000
shares.  As a result of the meeting, our Company was controlled by the owners
of North Beck Joint Venture LLC ("North Beck").

     In October 2001, our Company 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.  The merger provided that
the shares of the California corporation were exchanged for shares in the
Nevada corporation on a one for 100 basis.  The stock for stock exchange was
accounted for as a reverse stock split.  The shareholders later approved a
four for one forward stock split effective December 31, 2001.  The net effect
of the two stock splits was a 25 to one reverse stock split.  Our Company's
financial statements have been restated for all periods presented to reflect
both stock splits.

     In August 2001, North Beck transferred to our Company 96.5% of the rights
to certain mining claims in the Tintic Mining District of Juab County, Utah
under the terms of a lease agreement ("Mining Lease") for a period of five
years in exchange for 5,000,000 shares of our Company's common stock and for
our Company's commitment and obligation to spend $15,000 over the five-year
lease term in exploration, mining, development or incurring similar costs for
the benefit of the property subject to the Mining Lease.

     On June 24, 2003, a Share Purchase Agreement (the "Agreement") was
executed by and between North Beck that was then the owner of approximately
96% of the outstanding voting securities of our Company, as "Seller," and
LipidViro Tech, Inc., a privately-held Utah corporation ("LipidViro-Utah"), as
"Buyer."  Pursuant to the terms of the Agreement, LipidViro-Utah acquired
5,000,000 shares of our Company's common stock, or approximately 96% of its
outstanding voting securities, from North Beck.  See our Company's 8-K Current
Report dated June 24, 2003, which has been previously filed with the
Securities and Exchange Commission and which is incorporated herein by
reference.  See Part III, Item 13.

     Our Company and LipidViro-Utah entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement"), a copy of which was attached
to our Company's initial 8-K Current Report dated August 19, 2003, and filed
with the Securities and Exchange Commission on September 9, 2003, and which is
incorporated by reference, by which LipidViro-Utah was to be acquired as a
wholly-owned subsidiary of our Company.

     On August 19, 2003, LipidViro-Utah filed a Petition for Fairness Hearing
and a Motion for Expedited Hearing in the Third Judicial District Court in and
for Salt Lake County, State of Utah, respecting the Reorganization Agreement,
copies of which were also attached to our Company's initial 8-K Current Report
dated August 19, 2003.  The Petition for Fairness Hearing was filed
because of the 95% ownership of our Company by LipidViro-Utah and the fact
that following the closing of the Agreement with North Beck, the directors and
executive officers of LipidViro-Utah had been designated to serve as directors
and executive officers of our Company too.  The Fairness Hearing was requested
in order for LipidViro-Utah's shareholders to receive the contemplated
issuance of securities under the Reorganization Agreement in accordance with
United States and Utah securities laws, and pursuant to the exemption from
registration provided in Section 3(a)(10) of the Securities Act of 1933, as
amended ("the Securities Act").  The Fairness Hearing was held on September 8,
2003, and the Court took LipidViro-Utah's Petition under advisement, after
hearing oral argument, with the Court eventually deferring to the Utah
Division of Securities to conduct the Fairness Hearing, based upon the recent
adoption of an amendment to Section 61-1-11.1 of the Utah Uniform Securities
Act that granted the Utah Division of Securities authority to conduct such
hearings.  With (i) our Company being a Nevada corporation, (ii) there being
some question as to whether our Company or LipidViro-Utah should petition for
the Fairness Hearing and (iii) the Utah Division of Securities having not
formally adopted rules and regulations to implement such hearings, our Company
filed a Petition for Fairness Hearing in the Fourth Judicial District Court of
the State of Nevada, in and for the County of Elko, for a Fairness Hearing on
the Reorganization Agreement.

     The principal terms of the Reorganization Agreement were:

     1.   The LipidViro-Utah shareholders shall deliver all of the LipidViro-
Utah securities held by the LipidViro-Utah shareholders which shares and
warrants shall represent all of the issued and outstanding shares of
LipidViro-Utah common stock and "A" and "B" warrants, and our Company agreed
to acquire such securities in exchange for an aggregate of 9,818,750 shares of
our Company's common stock, par value $0.001 per share, for the LipidViro-Utah
common stock, and 1,915,000 "A" warrants and 1,915,000 "B" like warrants of
our Company for the LipidViro-Utah warrants.

     2.   At the closing, the 5,000,000 shares of common stock of the
Company acquired by LipidViro-Utah from North Beck shall be cancelled.

     3.   After giving effect to the Reorganization Agreement, the Company
will own all the issued and outstanding shares of LipidViro-Utah, and
LipidViro-Utah will become a wholly-owned subsidiary of our Company, operating
under the name "LipidViro Tech, Inc." or such other name selected by the
shareholders and management of LipidViro-Utah.

     On January 12, 2004, the Nevada Court conducted a Fairness Hearing
and found that the terms and provisions of the Reorganization Agreement and
the issuance and exchange of the securities of our Company and LipidViro-Utah
contemplated thereunder were fair to our Company's shareholders, based upon
our Company's acceptance of the terms of the Reorganization Agreement and
the information concerning the business and finances of our Company and
LipidViro-Utah, all of which was proffered to the Court by our Company's legal
counsel.

     Copies of the Petition for Fairness Hearing and the Court's Order
Granting Petition of Fairness were attached to our Company 8-KA-1 Current
Report dated August 19, 2003, filed with the Securities and Exchange
Commission on March 26, 2004, and are incorporated herein by reference.  See
Part III, Item 13.

Business.
---------

     Overview.
     ---------

     Our Company, through LipidViro-Utah, is a development-stage biotechnology
company, conducting research focused on developing drug and biological
products to treat infectious pathogens and disease in which lipids or fat
components play a key role.  We have developed a technology based on a process
that utilizes our lipid-targeting investigational compound LVT3.  LVT3 is
produced and delivered to target pathogens by our proprietary drug production
and delivery equipment.  We believe LVT3 and our proprietary process targets
the lipids of certain pathogens rendering them non-infectious.  Utilizing our
proprietary process and LVT3, we have commenced pre-clinical product
development research designed to: (i) demonstrate the capacity of our
technology to inactivate pathogens and (ii) identify potential products for
further development.

     Products we are currently evaluating for development include,
therapeutic treatments for diseases caused by infectious pathogens,
therapeutic treatments for lipid associated disease and viral free
biologics.  We believe our unique lipid targeting technology has the potential
for inactivating or destroying a range of infectious and lipid rich pathogens,
including, the virus that cause SARS, West Nile, Asian Bird Flu, AIDS,
Hepatitis B and C.  Many of the diseases caused by these viruses have
ineffective or poor treatment options.

     Our primary activities since incorporation have been developing drug
production and deliver equipment and conducting research to evaluate and
identify potential drug and biological products utilizing our proprietary
lipid targeting technology.  In addition, we have been performing business,
strategic and financial planning and raising capital.  We currently have no
approved, saleable products or services and we are accordingly, considered to
be a biotechnology company in the development stage.

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, 2003, we incurred a net loss of
approximately $22,023, and from inception of exploration stage through
December 31, 2003, we have incurred an accumulated deficit of approximately
$73,216.  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, 2003, 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 treat lipid associated 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 possibly
it could cause us 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 treat lipid associated
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.

     We avoid disclosure of the chemical composition of our investigation
compound and other trade secrets.
---------------------------------

     We intentionally do not disclose the chemical composition of the
investigational compound which we have named LVT3, and maintain the chemical
composition as best we can, as a trade secret.  We have named our
investigational compound LVT3 instead of defining the chemical composition so
that we can best protect and whenever possible, attempt to patent the research
assets of our Company.  These assets may include, but are not limited to, our
methods, processes, devices, apparatuses, compounds and research findings.
Although we have applied for patent protection covering many aspects of our
research, it is possible we will not be granted patent protection on LVT3, our
methods, processes, devices or apparatus, or any of aspect of our research.

     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 tradeable 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 1,915,000 "A" warrants and 1,915,000 "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.
     ------------------------------------------------------------------

     One of our shareholders resulting from the LipidViro-Utah Reorganization
Agreement beneficially owns in excess of 50% of our outstanding voting
securities.  This shareholder may have individual interests that are different
from new investors or management, and will be able to exercise significant
control over all 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. 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
or effectiveness (or both) 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, 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 450 Fifth Street N.W., 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-
202-942-8090.  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; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25,000,000 or
more.  We are deemed to be 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 $65,558 in research and development costs during the period from
inception on May 6, 2003 through December 31, 2003, 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.  Where available, we have utilized unpaid
consultants, personnel and advisors, with the agreement they will not be
compensated by us for the services they provide.  Our home office is based in
Salt Lake City, Utah.

          As of December 31, 2003, 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.

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

     We own no office space or real estate; and we have no need or anticipated
need to lease office space or any real estate to conduct our operations in the
near future.  At some point, we may require additional office space requiring
rental expense, but we do not anticipate any such need in the near future.

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

     LipidViro is not the subject of any pending legal proceedings and, to the
knowledge of management, no proceedings are presently contemplated against
LipidViro by any federal, state or local governmental agency.

     However, on August 19, 2003, a Petition for Fairness Hearing and a Motion
for Expedited Hearing in the Third Judicial District Court in and for Salt
Lake County, State of Utah, respecting the LipidViro-Utah Reorganization
Agreement, was filed.  This matter has been concluded.  For additional
information regarding this proceeding, see the heading "Business Development"
of Part I, Item 1, above.

     Also, on August 19, 2003, in the Third Judicial District Court of Salt
Lake County, State of Utah, we filed an action against Advocates for Medizone,
Natt Bottomley, Ross Bottomley, Jeff Pace and Does 1-20.  The relationship
ended between LipidViro-Utah and Natt Bottomley (a former advisor to
LipidViro-Utah).  Natt Bottomley, along with other defendants named in this
action, engaged in several unlawful activities in an attempt to harm
LipidViro-Utah by violating provisions of a Non-Disclosure, Non-Compete
Agreement, including: defaming LipidViro-Utah, intentionally interfering with
its present and prospective economic relations, misappropriating trade secrets
and engaging in conspiratorial activities to irreparably harm LipidViro-Utah's
business.  We were granted a TRO on August 20, 2003, and a Preliminary
Injunction against the defendants on December 9, 2003.   Defendant Natt
Bottomley was restrained and enjoining from committing any further violations
of the Confidentiality and Non-Compete Agreement ("Agreement") between Natt
Bottomley and LipidViro-Utah; Defendants (Advocates for Medizone, Natt
Bottomley, Ross Bottomley, Jeff Pace), were restrained and enjoined from using
and/or disclosing any of LipidViro-Utah's confidential or proprietary
information; Defendants were restrained and enjoined from making any
defamatory statements to any persons regarding LipidViro-Utah and/or persons
associated with LipidViro-Utah; Defendants were restrained and enjoined from
taking any actions to interfere with the economic relationships of LipidViro-
Utah; and Defendants were restrained and enjoined from contacting any of
LipidViro-Utah's business associates and/or vendors, including, but not
limited to the National Institute of Health.

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 in our authorized
capital and provide that the Board of Directors can change the name of our
Company without stockholder approval.  Our Definitive Information Statement is
incorporated herein by reference.  See Part III, Item 13.

                                  PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters.
--------

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 2003.  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 2, 2003 through
March 31, 2003                  $0.07             $0.05

April 1, 2003 through
June 30, 2003                   $0.10             $0.07

July 1, 2003 through
September 30, 2003              $0.10             $0.10

October 1, 2003 through
December 31, 2003               $0.30             $0.10

Holders
-------

     The number of record holders of our common stock as of the date of this
Annual Report is approximately 1646.  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.

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

     In March 2003, the Board of Directors approved and adopted the "2003
Stock Option/Stock Issuance Plan" with a maximum of 1,500,000 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 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.  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,
2003, total awards available to be granted from the Plan amounted to
1,500,000.

Sales of Unregistered Securities During the Past Three Years.
------------------------------------------------------------

     For the three years ended December 31, 2003, the following are the only
"restricted securities" of our Company that were sold:

Name                  Date           Number of shares    Consideration
----                  ----           ----------------    -------------
Jack R. Coombs       6/27/01         7,200               $0.25

North Beck           9/14/01         5,000,000           Mining Lease

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

Overview.
---------

     We are a development-stage biotechnology company, conducting research
focused on developing drug and biological products to treat infectious
pathogens and disease in which lipids or fat components play a key role.  We
have developed a technology based on a process that utilizes our
lipid-targeting investigational compound LVT3.  LVT3 is produced and delivered
to target pathogens by our proprietary drug production and delivery equipment.
We believe LVT3 and our proprietary process targets the lipids of certain
pathogens rendering them non-infectious.  Utilizing our proprietary process
and LVT3, we have commenced pre-clinical product development research designed
to:  (i) demonstrate the capacity of our technology to inactivate pathogens;
(ii) evaluate the toxicity and potential safety of our process; and (iii)
identify potential products for further development.

     Products we are currently evaluating for development include,
therapeutic treatments for diseases caused by infectious pathogens,
therapeutic treatments for lipid associated diseases and viral free
biologics.  We believe our unique lipid targeting technology has the potential
for inactivating or destroying a range of infectious and lipid rich pathogens,
including, the virus that cause SARS, West Nile, Asian Bird Flu, AIDS,
hepatitis B and C.  Many of the diseases caused by these viruses have
ineffective or poor treatment options.

     Our primary activities since incorporation have been developing drug
production and delivery equipment and conducting research to evaluate and
identify potential drug and biological products utilizing our proprietary
lipid targeting technology.  In addition, we have been performing business,
strategic and financial planning and raising capital.  We currently have no
approved, saleable products or services and we are accordingly, considered to
be a biotechnology company in the development stage.

Equipment Development.
----------------------

     During 2003, we designed, engineered and constructed the first generation
of our proprietary drug manufacturing equipment utilized in producing our
investigational compound, LVT3.  We also engineered and constructed the first
("GEN-1") and second generation ("GEN-2") of our proprietary LVT3 drug deliver
devices utilized in our viral inactivation process.   We have filed for patent
protection covering our LVT3 drug production and GEN-1 and GEN-2 drug delivery
devices, and for proprietary methods utilized in our viral inactivation
process. After constructing and testing our equipment, we commenced
pre-clinical research of LVT3 in an independent laboratory setting.  This
research is currently in progress.

Pre-Clinical Laboratory Research, Product Development.
------------------------------------------------------

     Our pre-clinical, product development research is designed to evaluate
our proprietary technology and process to inactivate various pathogens
including viruses, bacteria and prions.  The purpose of this research is to
evaluate efficacy, toxicity and the ability to deliver LVT3 to a target
pathogen.   Where appropriate, research results will be submitted for peer
review publication. Our pre-clinical product development research is currently
in progress.

     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. Our
evaluation includes studying the efficacy and toxicity of LVT3 in-vitro, the
time, expense and anticipated regulatory hurdles likely required to reach
commercialization, and, competition in that product category.

     Early research suggests our proprietary technology and process possess a
capacity to inactivate viruses.  While our research is preliminary and
incomplete, and will require additional research to verify, it does suggests
the potential for multiple products that we believe are worthy of further
investigation.   Product categories we are evaluating include: (i) processing
biologicals for pathogen removal and purification; (ii) developing
therapeutics to treat serious infectious diseases; and, (iii)  developing
therapeutics for treating lipid associated diseases.

Viral Purification of Biologicals - Background.
-----------------------------------------------

     The risk of viral contamination is a feature common to all biologicals
whose production involves the use of material of animal or human origin. Viral
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, e.g. the use of
animal sera in cell culture.  Other examples of products at risk for viral
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,
     *    Products derived from blood and fractionates thereof, urine or
          other biological fluids of human or animal origin.

     In the past, a number of biologicals administered to humans have been
contaminated with viruses. In several instances, the virus 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 viral transmissions
has been contamination of the starting or source materials. 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 has been implicated in the transmission of the
infectious protein believed to be responsible for Creutzfeldt-Jacob disease.

Validation of Viral Inactivation.
---------------------------------

     Our pre-clinical research program is designed to investigate the ability
of our technology to inactive different viruses, while also considering
safety, toxicity and the ability to maintain the integrity of the biological
media being studied.  Our viral inactivation validation research is designed
to: (i) provide evidence that our process will effectively inactivate viruses
which are either known to contaminate the starting materials, or which could
conceivably do so; and, (ii) provide indirect evidence that our process might
inactivate viruses that are presently unknown or undetectable, or for which
testing is generally not conducted or is unavailable.

     Evidence of inactivation is achieved by deliberately adding (spiking) a
virus to a biological similar or identical in composition to a biological
being considered for development as a commercial product, then measuring for
the presence of infectious virus after treatment with our technology. Viral
inactivation validation research will assist in demonstrating the capacity and
efficacy of our proprietary process to inactivate different viruses.  It will
also provide an evaluation of the efficacy of our technology to purify certain
biological media from infectious viruses which is a product category we are
evaluating for commercial development.

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

     The viruses selected for study are chosen first to resemble, as closely
as possible, viruses 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 viruses chosen to represent the range of viruses we study,
require different assay methodologies to demonstrate viral 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.

Toxicity Studies.
-----------------

     Should our technology demonstrate a significant capacity to inactivate
specific viruses, we will study in-vitro toxicity on a limited basis.  Initial
toxicity evaluation will be designed to demonstrate the product's potential
for commercial development.  For example, bovine serum typically used in cell
growth research may be spiked with virus and then treated with a specific dose
of LVT3.  The viral spiked serum will be assayed for virus pre and post
treatment with our technology.  Should our process demonstrate a significant
capacity to inactivate virus in the viral spiked serum, un-spiked serum,
treated with an identical dose of LVT3 will be evaluated for toxicity.
Generally, these toxicity studies will be designed to evaluate the effect of
LVT3 and our process on the integrity of the biological media and the ability
of the treated media to continue to perform its intended purpose.  In this
example, the intended purpose of the bovine serum is cell growth.  Therefore,
the cell growth performance of LTV3 treated serum would be evaluated against a
control of non-LVT3 treated serum.  In this illustrative example, cell
viability, proliferation, (replication) and cell death would be studied.
Results of toxicity studies will be used to assess a product for further
development.  Different potential products will require different initial
toxicity evaluations, and these evaluations should be considered preliminary
in nature.  Products we determine show promise for commercial development will
likely require extensive additional study to evaluate toxicity.

Twelve Month Operational Plan and 2004 Milestones.
--------------------------------------------------

Pre-Clinical Research.
----------------------

     During 2004, we expect to continue our current research program of
evaluating the capacity of our process to inactivate pathogens and treat lipid
associated diseases.  Our objective during the next 12 months will be to rank
potential products for commercial development based on results of our research
program, which is in progress.  We presently have multiple potential products
to consider for development.  Our objective during 2004 is to narrow this
group and identify several focus products which, based on our evaluation
criteria, have the greatest potential for commercial development.  Assuming we
can identify several products we feel warrant commercial development, we will
then prepare detailed plans for research designed to demonstrate efficacy,
toxicity, safety and the regulatory hurdles expected for marketing approval.

Operations.
-----------

     During the next 12 months, the operations side of our business will focus
on enhancing our operational management team, building a scientific advisory
team to support our research efforts, and raising capital to finance
operations.  Using the Corporate Governance Rules established by NASDAQ for
Small Smallcap Listing, we will work to develop a Board of Directors that
satisfies Marketplace Rules 4350 and 4351, including the requirement for
Independent Directors & Audit Committee Composition.

Financing.
----------

     We require immediate financing to fund operations for the next 12 months,
including all research programs described herein.  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.  We require additional financing of some form to complete our
planned 12-month research objectives.  We may be unable to raise additional
capital on commercially acceptable terms, or at all, and if we raise capital
through equity financing, existing stockholders will have their ownership
interests diluted.  Our failure to generate adequate funds from additional
sources to fund our business objectives would harm our business and our
ability to execute our operational objectives and milestones.

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 SEC: 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>
                      ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                       FINANCIAL STATEMENTS

                        DECEMBER 31, 2003
<PAGE>

                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]




                             CONTENTS

                                                              PAGE

     Independent Auditors' Report                              F-1

     Report of Independent Certified Public Accountants        F-2

     Balance Sheet, December 31, 2003                          F-3

     Statements of Operations, for the years ended
          December 31, 2003 and 2002 and for the period from
          the entering of exploration stage on August 10, 2001
          through December 31, 2003                             F-4

     Statement of Stockholders' deficit, from the
          entering of exploration stage on August 10, 2001
          through December 31, 2003                             F-5

     Statements of Cash Flows, for the years ended
          December 31, 2003 and 2002 and for the period from
          the entering of exploration stage on August 10, 2001
          through December 31, 2003                             F-6

     Notes to Financial Statements                       F-7 - F-12
<PAGE>





                   INDEPENDENT AUDITORS' REPORT


Board of Directors
ANTICLINE URANIUM, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Anticline Uranium, Inc. [an
exploration stage company] at December 31, 2003 and the related statements of
operations, stockholders' deficit and cash flows for the year ended December
31, 2003 and for the period from the entering of exploration stage on August
10, 2001 through December 31, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.  The financial
statements of Anticline Uranium, Inc. for the period from the entering of
exploration state on August 10, 2001 through December 31, 2002 were audited by
other auditors whose report, dated March 13, 2003, included an explanatory
paragraph expressing concern about the Company's ability to continue as a
going concern.  The financial statements as of December 31, 2002 reflect an
accumulated deficit of $703,013 prior to the inception of the exploration
stage and an accumulated deficit of $51,193 during the exploration stage.  The
other auditors' report has been furnished to us and our opinion, insofar as it
relates to the amounts for the period from the entering of exploration stage
on August 10, 2001 through December 31, 2002, is based solely on the report of
the other auditors.

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

In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of Anticline Uranium, Inc. [an exploration
stage company] as of December 31, 2003 and the results of its operations and
its cash flows for the year ended December 31, 2003 and for the period from
the entering of exploration stage on August 10, 2001 through December 31,
2003, in conformity with generally accepted accounting principles 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 6 to the financial
statements, the Company has incurred losses since its inception and has no on-
going 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 6.  The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.


PRITCHETT, SILER & HARDY, P.C.

January 23, 2004
Salt Lake City, Utah
                               F-1
<PAGE>



HANSEN, BARNETT & MAXWELL
A Professional Corporation                          Registered with the Public
CERTIFIED PUBLIC ACCOUNTANTS                Company Accounting Oversight Board

5 Triad Center, Suite 750                          an independent member of
Salt Lake City, UT 84180-1128                             BAKER TILLY
Phone: (801) 532-2200                                    INTERNATIONAL
Fax: (801) 532-7944
www.hbmcpas.com

        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and the Shareholders
Anticline Uranium, Inc.

We have audited Anticline Uranium, Inc. (an exploration stage company) as of
December 31, 2002, and the related statements of operations, stockholders'
deficit, and cash flows for the year then ended and for the period from August
10, 2001 (date of inception of the exploration stage) through December 31,
2002. 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of Anticline Uranium, Inc. as of
December 31, 2002, and the results of its operations and its cash flows for
the year then ended and for the period from August 10, 2001 (date of inception
of the exploration stage) through December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the exploration
stage but has not engaged in any actual exploration activities on its leased
property and does not currently have the capital or financing to begin any
exploration activities. During the years ended December 31, 2002, the Company
has not earned any revenues, has incurred losses of $42,440 and has used cash
in its operating activities of $12,742. At December 31, 2002, the Company has
an accumulated deficit of $51,192 incurred during the exploration stage, has a
working capital deficiency of $32,516 and a capital deficiency of $82,516.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                              HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
March 13, 2003
                               F-2
<PAGE>
<TABLE>
<CAPTION>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                          BALANCE SHEET


                              ASSETS

                                             December 31,
                                                2003
                                             ___________
<S>                                          <C>
CURRENT ASSETS:
     Cash                                    $         -
                                             ___________
          Total Current Assets                         -
                                             ___________
                                             $         -
                                             ___________


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                        $         -
     Advance from LipidViro                      142,982
                                             ___________
               Total Current Liabilities         142,982
                                             ___________

STOCKHOLDERS' DEFICIT:
     Common stock, $0.001 par value,
          50,000,000 shares authorized,
          5,213,112 shares issued and
          outstanding                              5,213
     Additional paid-in capital                  628,034
     Deficit accumulated prior to inception
       of the exploration stage                 (703,013)
     Deficit accumulated during the
       exploration stage                         (73,216)
                                             ___________
          Total Stockholders' Equity (Deficit)  (142,982)
                                             ___________
                                             $         -
                                             ___________
</TABLE>
The accompanying notes are an integral part of this financial statement.
                               F-3
<PAGE>
<TABLE>
<CAPTION>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                     STATEMENTS OF OPERATIONS

                                                          From Entering of
                                        For the           Exploration Stage
                                       Year Ended           on August 10,
                                       December 31,         2001, Through
                                   ______________________    December 31,
                                   2003             2002         2003
                                   __________  __________   _____________
<S>                               <C>         <C>          <C>
REVENUE                            $        -  $        -   $           -

OPERATING EXPENSES:
     General and administrative        20,327      38,967          67,227
                                   __________  __________   _____________
LOSS FROM OPERATIONS                  (20,327)    (38,967)        (67,227)
                                   __________  __________   _____________

OTHER INCOME (EXPENSE):
     Interest and other income              -           -             923
     Interest expense                  (1,696)     (3,473)         (6,912)
                                   __________  __________   _____________
          Total Other Income
            (Expense)                  (1,696)     (3,473)         (5,989)
                                   __________  __________   _____________

LOSS BEFORE INCOME
  TAXES                               (22,023)    (42,440)        (73,216)

CURRENT TAX EXPENSE                         -           -               -

DEFERRED TAX EXPENSE                        -           -               -
                                   __________  __________   _____________

NET LOSS                           $  (22,023) $  (42,440)  $     (73,216)
                                   __________  __________   _____________

LOSS PER COMMON SHARE              $    (0.00) $    (0.01)
                                   __________  __________
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                         5,452,838   5,213,112
                                   __________  __________
</TABLE>

The accompanying notes are an integral part of these financial statements.
                               F-4
<PAGE>
<TABLE>
<CAPTION>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

           STATEMENT OF STOCKHOLDERS' DEFICIT

    FROM AUGUST 10, 2001 (DATE OF INCEPTION OF EXPLORATION STAGE)

                    THROUGH DECEMBER 31, 2003

                                                      Deficit
                                                   Accumulated      Deficit
                                                   Prior to the    Accumulated
                        Common Stock    Additional Inception of the During the
                      _________________   Paid-in  Exploration    Exploration
                       Shares    Amount   Capital      Stage         Stage
                      __________ ______  _________ ___________ ______________
<S>                     <C>        <C>      <C>       <C>       <C>
BALANCE,
August 10, 2001        5,213,112 $ 5,213 $660,952  $(703,013) $         -

Contributed services           -       -      525          -            -

Net loss for the
period ended
December 31, 2001              -       -        -          -       (8,753)
                       _________ _______ ________  _________  ___________
BALANCE,
December 31, 2001      5,213,112   5,213  661,477   (703,013)      (8,753)

Stock issued for
services at $0.01
per share,
December 2002            500,000     500    4,500          -            -

Net loss for the
year ended
December 31, 2002              -       -        -          -      (42,440)
                       _________ _______ ________  _________  ___________
BALANCE,
December 31, 2002      5,713,112   5,713  665,977   (703,013)     (51,193)

Repurchase and
cancellation of stock
at $0.10 per share,
June 2003               (500,000)   (500) (49,500)         -            -

Capital contributions          -       -   11,557          -            -

Net loss for the year
ended December 31, 2003        -       -        -          -      (22,023)
                      _________ _______ ________ _________   ___________
BALANCE,
December 31, 2003     5,213,112 $ 5,213 $628,034 $(703,013)  $   (73,216)
                      _________ _______ ________ _________   ___________
</TABLE>

The accompanying notes are an integral part of this financial statement.
                               F-5
<PAGE>
<TABLE>
<CAPTION>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                     STATEMENTS OF CASH FLOWS

                                                          From Entering of
                                        For the           Exploration Stage
                                       Year Ended           on August 10,
                                       December 31,         2001, Through
                                   ______________________    December 31,
                                   2003             2002         2003
                                   __________  __________   _____________
<S>                               <C>         <C>          <C>
Cash Flows from Operating Activities:
     Net Income (loss)               $(22,023) $  (42,440)  $     (73,216)
     Adjustments to reconcile net
     loss to net cash used by
     operating activities:
          Non-cash expenses                  -      5,000           5,000
          Contributed services               -          -             525
          Changes in assets and
          liabilities:
               Increase (decrease) in
               accounts payable        (13,814)    21,225         (29,445)
               Increase (decrease) in
               accrued interest         (1,062)     3,473           4,154
                                    __________ __________    ____________
          Net Cash Provided (Used) by
            Operating Activities       (36,899)   (12,742)        (92,982)
                                    __________ __________    ____________
Cash Flows from Investing Activities         -          -               -
                                    __________ __________    ____________
          Net Cash Provided by
          Investing Activities               -          -               -
                                    __________ __________    ____________
Cash Flows from Financing Activities:
     Proceeds (payments) on bank
     overdraft                              (8)         -               -
     Advances from a related party       3,960      6,075          10,035
     Payments on advances from related
     party                             (10,035)         -         (10,035)
     Advance from LipidViro            142,982          -         142,982
     Proceeds from notes payable             -          -          50,000
     Payments on notes payable         (50,000)         -         (50,000)
     Payments to repurchase common
     stock                             (50,000)         -         (50,000)
                                    __________ __________    ____________
               Net Cash Provided by
               Financing Activities     36,899      6,075          92,982
                                    __________ __________    ____________

Net Increase (Decrease) in Cash              -     (6,667)              -

Cash at Beginning of Period                  -      6,667               -
                                    __________ __________     ___________

Cash at End of Period               $        - $        -     $         -
                                    __________ __________     ___________
Supplemental Disclosures of Cash Flow information:
     Cash paid during the period for:
       Interest                     $    2,758 $        -     $         -
       Income taxes                 $        - $        -     $         -
</TABLE>
Supplemental Schedule of Non-cash Investing and Financing Activities:
     For the year ended December 31, 2003:
          In June 2003, shareholders of the Company forgave accrued interest
          of $4,171 and accrued expenses of $7,386.  Due to the related
          party nature of the debt forgiveness, these have been accounted
          for as capital contributions.

The accompanying notes are an integral part of these financial statements.
                               F-6
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     Organization - Anticline Uranium, Inc. ("the Company") was organized
     under the laws of the State of California on October 19, 1954.  The
     Company was incorporated for the purpose of exploring, prospecting for,
     mining and treating uranium and other minerals in Utah and to acquire
     and sell mineral estates including oil and gas properties and rights.
     In 1955, the Company completed a public offering of its Class A common
     shares, designated to be issued to the public for $282,000 and issued
     Class B common shares, designated as incentive compensation for
     services.  The proceeds from the public offering were used for
     incorporation expenses, exploration of mining claims, equipment and
     payment of wages.  The Company became inactive shortly after its public
     offering and remained dormant until June 2001, when it was reactivated
     and received proceeds from the issuance of notes payable.  The Company
     used the proceeds of its notes payable to pay back taxes to the State of
     California Franchise Tax Board in order to reinstate its corporate
     charter.

     In July 2001, the Company held a court-ordered shareholders' meeting
     where, by order of law, a new Board of Directors was elected.  The
     shareholders voted to consolidate the Class A and Class B stock into one
     class of common stock, to change the par value of the stock from $0.10
     to $0.001 per share and to increase the authorized number of common
     shares to 50,000,000.  As a result of the meeting, the Company was
     controlled by the owners of North Beck Joint Venture LLC ("North Beck").

     In October 2001, the Company changed its domicile from California to
     Nevada by merging with and into a wholly owned subsidiary with the same
     name and the Nevada entity being the surviving entity.  The merger
     provided that the shares of the California corporation were exchanged
     for shares in the Nevada corporation on a 1-for-100 basis.  The stock-
     for-stock exchange was accounted for as a reverse stock split.  The
     shareholders later approved a 4-for-1 forward stock split effective
     December 31, 2001.  The net effect of the two stock splits is a 25-to-1
     reverse stock split.  The financial statements have been restated for
     all periods presented to reflect both stock splits.

     In August 2001, North Beck transferred to the Company 96.5% of the
     rights to certain mining claims in the Tintic Mining District of Juab
     County, Utah under the terms of a lease agreement ("Mining Lease") for a
     period of five years in exchange for 5,000,000 shares of the Company's
     common stock and for the Company's commitment and obligation to spend
     $15,000 over the five-year lease term in exploration, mining,
     development or incurring similar costs for the benefit of the property
     subject to the Mining Lease.

     On June 24, 2003, the Company became a subsidiary of LipidViro Tech Inc.
     ("LipidViro") pursuant to a Share Purchase Agreement with North Beck.
     The agreement called for LipidViro to pay $65,718 to North Beck to
     acquire 5,000,000 shares of the Company's common stock which was owned
     by North Beck wherein the Company became a 95.9% owned subsidiary of
     LipidViro [See Note 2].

     The Company currently has no on-going operations but is seeking
     potential business opportunities.  As a result of the Mining Lease, the
     Company is considered to have entered into the exploration stage on
     August 10, 2001.

     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.
                               F-7
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     Debt Extinguishment - The Company accounts for extinguishment of debt in
     accordance with Statement of Financial Accounting Standards No. 145,
     "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
     Statement No. 13, and Technical Corrections".  SFAS No. 145 rescinds the
     requirement that gains and losses from extinguishment of debt be
     classified as an extraordinary item.

     Income Taxes -The Company accounts for income taxes in accordance with
     Statement of Financial Accounting Standards No. 109 "Accounting for
     Income Taxes" which requires an asset/liability approach for the effect
     of income taxes [See Note 5].

     Loss Per Share - The computation of loss per share is based on the
     weighted average number of shares outstanding during the period
     presented in accordance with Statement of Financial Accounting Standards
     No. 128, "Earnings Per Share" [See Note 7].

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles in the United
     States of America requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities, the
     disclosures of contingent assets and liabilities at the date of the
     financial statements and the reported amount of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimated.

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated
     with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of
     Certain Financial Institutions - an Amendment of FASB Statements No. 72
     and 144 and FASB Interpretation No. 9", SFAS No. 148, "Accounting for
     Stock-Based Compensation - Transition and Disclosure - an Amendment of
     FASB Statement No. 123", SFAS No. 149, "Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities", and SFAS No. 150,
     "Accounting for Certain Financial Instruments with Characteristics of
     both Liabilities and Equity", were recently issued.  SFAS No. 146, 147,
     148, 149 and 150 have no current applicability to the Company or their
     effect on the financial statements would not have been significant.

     Reclassification - The financial statements for periods prior to
     December 31, 2003 have been reclassified to conform to the headings and
     classifications used in the December 31, 2003 financial statements.

     Restatement - The financial statements have been restated for all
     periods presented to reflect a 1-for-100 reverse stock split effected on
     October 4, 2001 and a 4-for-1 forward stock split effected on December
     31, 2001 [See Note 4].
                               F-8
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SHARE PURCHASE AGREEMENT

     On June 24, 2003, the Company was acquired by LipidViro pursuant to a
     Share Purchase Agreement with North Beck.  The agreement called for
     LipidViro to pay $65,718 to North Beck to acquire 5,000,000 shares of
     the Company's common stock which was owned by North Beck wherein the
     Company became a 95.9% owned subsidiary of LipidViro.  The agreement
     also called for LipidViro to advance an additional $203,282 to pay costs
     associated with the acquisition and to reduce the liabilities of the
     Company.  The acquisition closed June 24, 2003 and resulted in a change
     in control of the Company.

NOTE 3 - NOTES PAYABLE

     The Company issued notes payable with three-year maturities totaling
     $50,000 between June 29, 2001 and July 6, 2001 in order to obtain funds
     to pay back taxes to the State of California Franchise Tax Board and to
     pay other miscellaneous expenses in order to revive the Company.  The
     Company borrowed $20,000 from an individual who is the father of a
     former officer of the Company, and $10,000 from a former Director of the
     Company.  All the notes payable were issued with an interest rate of 7%
     per annum with no interest payments due until maturity.  In June 2003,
     the Company repaid the notes payable with accrued interest of $2,758.
     Accrued interest of $4,171 on the related party notes payable was
     forgiven and, due to the related party nature of the debt forgiveness,
     these have been accounted for as capital contributions.

NOTE 4 - CAPITAL STOCK

     Common Stock - On October 4, 2001, the Company changed its domicile from
     California to Nevada by merging with and into a wholly owned subsidiary
     with the same name and the Nevada entity being the surviving entity.
     The merger provided that the shares of the California corporation were
     exchanged for shares in the Nevada corporation on a 1-for-100 basis.
     The stock-for-stock exchange was accounted for as a reverse stock split.
     The shareholders later approved a 4-for-1 forward stock split effective
     December 31, 2001.  The net effect of the two stock splits is a 25-to-1
     reverse stock split.  The financial statements have been restated for
     all periods presented to reflect both stock splits.

     In December 2002, the Company issued 500,000 shares of common stock to
     former officers of the Company for services rendered valued at $5,000 or
     $0.01 per share.

     In June 2003, the Company repurchased and cancelled 500,000 shares of
     common stock from former officers of the Company for $50,000 or $.10 per
     share.

     Capital Contributions - In June 2003, shareholders of the Company
     forgave accrued interest of $4,171 and accrued expenses of $7,386.  Due
     to the related party nature of the debt forgiveness, these have been
     accounted for as capital contributions.
                               F-9
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK [Continued]

     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 1,500,000 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 500,000 common shares to be granted at a
     purchase price of $0.01 per share, but to date the 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.
     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, 2003, total awards available to be granted from the Plan
     amounted to 1,500,000.

NOTE 5 - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109 "Accounting for Income Taxes".
     SFAS No. 109 requires the Company to provide a net deferred tax
     asset/liability equal to the expected future tax benefit/expense of
     temporary reporting differences between book and tax accounting methods
     and any available operating loss or tax credit carryforwards.  At
     December 31, 2003, the Company has available unused operating loss
     carryforwards of approximately $73,500, which may be applied against
     future taxable income and which expire in various years through 2023.
     Due to substantial changes in the Company's ownership, there will be an
     annual limitation on the amount of net operating loss carryforwards
     which can be utilized.

     The amount of and ultimate realization of the benefits from the
     operating loss carryforwards for income tax purposes is dependent, in
     part, upon the tax laws in effect, the future earnings of the Company
     and other future events, the effects of which cannot be determined.
     Because of the uncertainty surrounding the realization of the loss
     carryforwards, the Company has established a valuation allowance equal
     to the tax effect of the loss carryforwards and, therefore, no deferred
     tax asset has been recognized in the financial statements for the loss
     carryforwards.  The net deferred tax assets are approximately $25,000
     and $28,416 as of December 31, 2003 and 2002, respectively, with an
     offsetting valuation allowance of the same amount, resulting in a
     decrease in the valuation allowance of approximately $3,400 during the
     year ended December 31, 2003.

NOTE 6 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity
     with generally accepted accounting principles in the United States of
     America which contemplate continuation of the Company as a going
     concern.  However, the Company has incurred losses since its inception
     and has no on-going 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.  In this regard, management is proposing to raise
     additional funds through loans or through additional sales of its common
     stock or through the acquisition of other companies.  There is no
     assurance that the Company will be successful in raising this additional
     capital or in achieving profitable operations.  These financial
     statements do not include any adjustments that might result from the
     outcome of these uncertainties.
                               F-10
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - LOSS PER SHARE

     The following data show the amounts used in computing loss per share for
     the periods presented:


                                                     For the
                                                   Year Ended
                                                   December 31,
                                             ______________________
                                                2003        2002
                                             __________  __________
          Loss from continuing operations
          available to common
          shareholders (numerator)           $  (22,023) $  (42,440)
                                             __________  __________
          Weighted average number of
          common shares outstanding
          used in loss per share for the
          period (denominator)                5,452,838   5,213,112
                                             __________  __________

     Dilutive loss per share was not presented, as the Company had no common
     stock equivalent shares for all periods presented that would affect the
     computation of diluted loss per share.

NOTE 8 - RELATED PARTY TRANSACTIONS

     Advance from Related Party - An officer of the Company loaned the
     Company a total of $3,960 during the six months ended June 30, 2003 in
     order to pay general and administrative expenses.  In June 2003, the
     Company repaid the advances.

     Advance from LipidViro - In June 2003, LipidViro advanced $134,816 to
     the Company as part of a Share Purchase Agreement [See Note 2].  From
     July through December 2003, LipidViro paid expenses on behalf of the
     Company totaling $8,166.  At December 31, 2003, the Company owed a total
     of $142,982 to LipidViro.  The amount bears no interest and is due on
     demand.

     Notes Payable - The Company had notes payable to former officers and
     directors of the Company which were repaid in June 2003 [See Note 3].

     Common Stock Issuance/Repurchase - In December 2002, the Company issued
     500,000 shares of common stock to former officers of the Company for
     services rendered valued at $5,000.  In June 2003, the Company
     repurchased and cancelled the 500,000 shares for $50,000 [See Note 4].

     Management Compensation - During the six months ended June 30, 2003, the
     Company accrued $4,500 of compensation to its former officers, bringing
     the total amount owed to the former officers to $24,500.  In June 2003,
     the Company paid $17,114 to the former officers and the remaining
     balance of $7,386 was forgiven.  Due to the related party nature of the
     debt forgiveness, it was accounted for as a capital contribution.
                               F-11
<PAGE>
                     ANTICLINE URANIUM, INC.
                  [An Exploration Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - RELATED PARTY TRANSACTIONS [Continued]

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

     Lease Cancellation Fee - In June 2003, the Company paid $3,459 to North
     Beck to cancel the Mining Lease.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

     In August 2001, North Beck transferred to the Company 96.5% of the
     rights to certain mining claims in the Tintic Mining District of Juab
     County, Utah under the terms of a Mining Lease for a period of five
     years in exchange for 5,000,000 shares of the Company's common stock.
     Under the terms of the Mining Lease, the Company was obligated to spend
     $15,000 over the 5-year lease term in exploration, mining, development
     or incurring similar costs for the benefit of the property subject to
     the Mining Lease.  Any shortfall at the end of the 5-year lease period
     was to be due and payable in cash to North Beck.  The Company was also
     obligated to pay a 3.5% net smelter royalty to North Beck on all
     mineral-bearing ores sold, which royalty was due and payable 45 days
     after payment was received from the smelter or buyer.  The Mining Lease
     also gave a credit to the Company for the first $30,000 of net smelter
     royalties owed to North Beck.  North Beck also agreed to indemnify and
     hold the Company harmless from any Environmental Protection Agency
     ("EPA") claim or claims by a similar state agency based solely on past
     mining contaminations or other environmental violations or damage.  The
     Mining Lease contained an option to buy the property from North Beck for
     $3,000,000.  On June 24, 2003, the Company paid $3,459 to North Beck to
     cancel the Mining Lease.

     The EPA has listed Eureka, Utah, as a superfund clean-up site for lead
     contamination.  No claims have been made against the Company related to
     its leased mining properties which are located near Eureka.  The Company
     has not received any notices from the EPA and does not expect or
     anticipate that the superfund clean-up site will be expanded to include
     any of the Company's previously leased mining properties.  The Company
     is also not aware of any state or federal agency plans or intentions to
     do any environmental clean up or other work in or adjacent to the
     Company's previously leased mining properties.  North Beck has
     indemnified the Company against any past environmental claims or
     liability.  No accrual for possible losses or settlements has been
     recorded in the accompanying financial statements.

NOTE 10 - SUBSEQUENT EVENTS

     Downstream Merger - On January 14, 2004, the Company's parent
     (LipidViro), which owned 95.9% of the Company, acquired the minority
     interests in the Company and was reorganized as a subsidiary of the
     Company in a transaction in which the Company issued 9,818,750 shares of
     its common stock in exchange for all the outstanding common stock of the
     Company's parent, and the Company cancelled 5,000,000 shares of its
     common stock which had previously been owned by its parent.

     Issuance of Warrants - In January 2004, the Company issued 1,915,000
     warrants to purchase common stock at $5.00 per share and 1,915,000
     warrants to purchase common stock at $10.00 per share.  The warrants
     vested immediately and are exercisable only during the month of June
     2006.

                               F-12
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     On July 28, 2003, our Company's Board of Directors resolved to dismiss
Hansen, Barnett & Maxwell and retain Pritchett, Siler & Hardy as our Company's
independent auditors.  There were not any disagreements with our independent
accountants on accounting and financial disclosure.  For more information
regarding the change in accountants, see our 8-K Current Reports, as amended,
respecting this change that are referenced in Part III, Item 13.

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 Chief Operating Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Operating Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic Securities and
Exchange Commission reports.  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.

                                 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, 2003, 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.

<TABLE>
<CAPTION>
                                   Date of         Date of
                     Positions     Election or     Termination
Name                 Held          Designation     or Resignation
----                  ----         -----------     ---------------
<S>                   <C>           <C>            <C>
John Michael Coombs  President and   7/2001           6/24/2003
                     Director        7/2001           6/24/2003

Terry S. Pantelakis  Secretary and   7/2001           6/24/2003
                     Director        7/2001           6/24/2003

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
</TABLE>
               *  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.  Ken 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.
---------------------

     Kenneth P. Hamik and Kristy Hamik are cousins.

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.
--------------------------------------------------

     We believe that each of our directors, executive officers and 10%
stockholders is currently in compliance with Section 16(a) of the Exchange
Act.  The common stock and warrants that are required to be issued under the
Reorganization Agreement with Lipid-Viro-Utah have not yet been issued, but on
the issuance of these securities, Forms 3 will be filed by those LipidViro-
Utah stockholders who are 10% stockholders, and Schedules 13D will be filed by
those who are 5% stockholders, if any.

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.  See Part III Item 13, Exhibit 14.

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

     During the six months ended June 30, 2003, our Company accrued $4,500 of
compensation to our former officers, bringing the total amount owed to the
former officers to $24,500.  In June 2003, we paid $17,114 to the former
officers and the remaining balance of $7,386 was forgiven.  Due to the
related party nature of the debt forgiveness, this was accounted for as a
capital contribution.

     In March, 2003, the Board of Directors approved and adopted the "2003
Stock Option/Stock Issuance Plan" ("the Plan") with a maximum of 1,500,000
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
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.  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, 2003, total awards available to be granted from
the Plan amounted to 1,500,000.


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

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

<TABLE>
<CAPTION>

  (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
----              -----------    -----------    ------------      ----
<S>               <C>            <C>            <C>               <C>

None              -0-            -0-            -0-               -0-

</TABLE>

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, 2003:

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name and Address           Beneficially Owned           of Class
----------------           ------------------           --------
<S>                        <C>                          <C>
Kenneth P. Hamik*          5,000,000                 95.91%

Kristy Hamik*              5,000,000                 95.91%

LipidViro Tech, Inc.*      5,000,000                 95.91%

               * Kenneth P. Hamik and Kristy Hamik, cousins, are directors and
                 executive officers and minor stockholders of LipidViro, who
                 were designated to serve as directors and executive officers
                 of the Registrant on June 25, 2003, following the
                 resignations of Messrs. Coombs and Pantelakis on that date,
                 accordingly, they may be deemed to be the beneficial owners
                 of the outstanding shares of common stock of the Registrant
                 that are owned by LipidViro as indicated in the foregoing
                 table.  These shares were cancelled in connection with the
                 LipidViro Reorganization Agreement Fairness Hearing.  See the
                 heading "Business Development" of Part I, Item 1.
</TABLE>

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

     The following table sets forth the shareholdings of our directors and
executive officers as of the date of this Report:

<TABLE>
<CAPTION>


                           Number of             Percentage of
Name and Address     Shares Beneficially Owned     of Class
----------------     -------------------------     --------
<S>                            <C>                  <C>
Kenneth P. Hamik*          5,000,000                 95.91%

Kristy Hamik*              5,000,000                 95.91%

LipidViro Tech, Inc.*      5,000,000                 95.91%

               * Kenneth P. Hamik and Kristy Hamik, cousins, are directors and
                 executive officers and minor stockholders of LipidViro, who
                 were designated to serve as directors and executive officers
                 of the Registrant on June 25, 2003, following the
                 resignations of Messrs. Coombs and Pantelakis on that date,
                 accordingly, they may be deemed to be the beneficial owners
                 of the outstanding shares of common stock of the Registrant
                 that are owned by LipidViro as indicated in the foregoing
                 table.  These shares were cancelled in connection with the
                 LipidViro Reorganization Agreement Fairness Hearing.  See the
                 heading "Business Development" of Part I, Item 1.


All Directors and
Executive Officers
as a group                 5,000,000                 95.91%

                 * These shares were cancelled in connection with the
                   LipidViro Reorganization Agreement Fairness Hearing.  See
                   the heading "Business Development" of Part I, Item 1.

</TABLE>

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,
2003 and 2002, 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.

     An officer of our Company loaned us a total of $3,960 during the six
months ended June 30, 2003, in order to pay general and administrative
expenses.  In June 2003, we repaid the advances.

     In June 2003, LipidViro-Utah advanced $134,816 to our Company as part of
the North Beck Share Purchase Agreement.  From July through December 2003,
LipidViro-Utah  paid expenses on behalf of our Company totaling $8,166.  At
December 31, 2003, we owed a total of $142,982 to LipidViro-Utah.  The amount
bears no interest and is due on demand.

     We had notes payable to former officers and directors of our Company
which were repaid in June 2003.

     In December 2002, we issued 500,000 shares of common stock to former
officers of our Company for services rendered valued at $5,000.  In
June 2003, we repurchased and cancelled the 500,000 shares for $50,000.

     During the six months ended June 30, 2003, we accrued $4,500 of
compensation to our former officers, bringing the total amount owed to the
former officers to $24,500.  In June 2003, we paid $17,114 to the former
officers and the remaining balance of $7,386 was forgiven.  Due to the
related party nature of the debt forgiveness, it was accounted for as a
capital contribution.

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

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2003 and 2002, 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, 2003 and 2002, 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, 2003.

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

     Except as indicated under the heading "Transactions with Management and
Others," during the calendar years ended December 31, 2003 and 2002, 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 June 24, 2003, regarding the Share Purchase Agreement
with North Beck, filed with the Securities and Exchange Commission on June 27,
2003.*

8-K Current Reports dated July 28, 2003, as amended, regarding the change of
accountants, respectively filed with the Securities and Exchange Commission on
August 1, 2003, and August 13, 2003.*

8-K Current Report dated August 19, 2003, regarding the Agreement and Plan of
Reorganization with LipidViro-Utah, filed with the Securities and Exchange
Commission on September 9, 2003.*

8-KA-1 Current Report dated August 19, 2003, regarding the Fairness Hearing on
the Reorganization Agreement with LipidViro-Utah, filed with the Securities
and Exchange Commission on March 26, 2004.*

Exhibits
--------

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

14             Code of Ethics

31.1           302 Certification of Kenneth P. Hamik

32             906 Certification

DOCUMENTS INCORPORATED BY REFERENCE

     Annual Report on Form 10-KSB for the calendar year ended December 31,
     2002, filed April 14, 2003.

     Definitive Information Statement filed July 23, 2003.

     * Also incorporated herein by reference.

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

     The following is a summary of the fees billed to LipidViro by its
principal accountants during the calendar years ended December 31, 2003, and
December 31, 2002:

     Fee category                      2003           2002
     ------------                      ----           ----

     Audit fees                        $2,170         $10,590

     Audit-related fees                $2,556         $ 4,135

     Tax fees                          $    0         $ 1,013

     All other fees                    $    0         $     0

     Total fees                        $4,726         $15,738

     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 report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       LIPIDVIRO TECH, INC.


Date: 4/13/2004                        By/s/Kenneth P. Hamik
      -------------                      -------------------
                                         Kenneth P. Hamik
                                         President, Chief Executive Officer
                                         and Director


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

Date: 4/13/2004                        By/s/Kenneth P. Hamik
     -------------                       ----------------------
                                         Kenneth P. Hamik
                                         President, Chief Executive Officer
                                         and Director

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