UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005                     Commission File
                                                                Number 000-29461

                                 ORGANETIX, INC.
                 (Name of small business issuer in its charter)


           Delaware                                       73-1556428
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

        603 - 7th Avenue S.W., Suite 200Calgary, Alberta, Canada T2P 2T5
               (Address of principal executive offices) (Zip Code)
                 Issuer's telephone number: (403) 261-8888 x224
         Securities registered under Section 12(b) of the Exchange Act:

                                                      Name of Each Exchange
   Title of Each Class                                 on Which Registered
          NONE                                                NONE

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

                         Common Stock, $0.0001 par value
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [_]

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

The aggregate market value of the voting common stock held by non-affiliates of
the registrant as of April 10, 2006 was approximately $834,861 based on
33,394,447 shares of common stock. The number of shares of Common Stock of the
registrant outstanding on April 10, 2006 was 86,382,447.


<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

HISTORY

Prior to November 7, 2003, Organetix, Inc. (the "Company") was in the direct
mail business and was named Diamond International Group, Inc. However, on such
date, pursuant to a Share Exchange Agreement between Diamond and Organetix, Inc.
and all of the shareholders of Organetix ("Exchange Agreement"), Diamond
acquired all of the shares of Organetix, Inc. from its shareholders in
consideration for the issuance of 64,000,000 restricted shares of Diamond to the
Organetix, Inc. shareholders (this transaction is referred to herein as the
"Exchange"). Pursuant to the Exchange Agreement: (i) Organetix, Inc. became a
wholly-owned subsidiary of Diamond; (ii) and Diamond divested itself of all of
its pre-Exchange assets to the pre-Exchange shareholders; (iii) Diamond changed
its name to Organetix, Inc.; (iv) Diamond changed its symbol to "OGTX"; and (v)
Sylvio Martini resigned as the sole director and officer of the Company and L.B.
(Brad) Clarke was appointed to the Board of Directors and named as President,
Chief Executive Officer and Chief Financial Officer of Diamond. The present
company shall sometimes be referred to as Organetix or the Company.

The Exchange was approved by the unanimous consent of the Board of Directors of
Diamond and by unanimous consent of the Board of Directors of Organetix on
October 31, 2003.

OVERVIEW

Organetix, Inc. http://www.organetixinc.com; (OTCBB: OGTX) is a biotechnology
company that has the exclusive worldwide license for the formula of a
proprietary medical discovery relating to the liver referred to as A4+L.
Organetix will patent, research, develop, produce and sell this proprietary
liver product initially as a nutraceutical and will investigate the possibility
of manufacturing a synthetic drug in an alliance with a major pharmaceutical
partner.

To date, Organetix, Inc. has been using this liver product to treat patients
with Hepatitis C for those taking chemotherapy. This proprietary liver product
does not cure Hepatitis C but clinical research suggests it is regenerating
liver tissue thus allowing the liver to begin functioning again despite years of
damage from the virus.

This product may be useful for treating many liver disorders, and may be useful
as an anti-ager and anti-toxin.

Management, together with research and medical advisors are reporting that the
formula, in the limited tests conducted to date eliminates most of the symptoms
of Hepatitis C quickly and effectively without any known side effects. The liver
product may directly compete in a billion dollar market that currently exists
around the world. Additional testing will be ongoing. Analog products will also
be evaluated.

The objective of a 10 patient study completed in 2004 was to determine the
effectiveness of A4+L on the quality of life of Hepatitis C patients. It was
designed by independent doctors in the USA and Peru and was conducted in Peru on
North American patients. These patients were directly under care and supervision
of doctors and nurses for approximately four weeks.

Based on the results reported by the USA doctors, who tested and examined the
patients at the beginning and at the end of the study, it was concluded that
there was success in the areas of depression, health-related quality of life
burden, clinical symptoms, and within blood results relating to the prothrombin
activity and the serum cholinesterase.

As quoted by Dr. Joseph Nystrom, Chief of Staff Elect at the East Pasco Medical
Center, located in the Tampa Bay Metropolitan area: "In summary, the
nutraceutical product A4+L has enormous potential as therapy for emotional and
physical suffering of the burgeoning number of Hepatitis C sufferers. A larger
placebo controlled long-term study is warranted. Further study of A4+L may
reveal it to be useful in other disease processes as well."

                                       1
<PAGE>

The Company has since commenced the phytochemistry, pharmacology and the
technology processes relating to the A4+L liver product.

In addition to treating Hepatitis C patients, the Company's A4+L liver product
may be useful in treating cirrhosis, liver cancer and toxic liver patients.
Researchers are also requesting us to test our liver treatment as an adjunct
product to help patients who are being treated with chemotherapy and or
interferon drugs.

In summary, to date Organetix Inc., has results supporting this product in the
following areas:

Laboratory Testing has reported:

      -     A4+L does not damage human DNA.
      -     A4+L is a powerful Anti-Toxin
      -     A4+L is a powerful Anti-Oxidant
      -     A4+L is proliferating cell growth

Blood Testing has shown there was a significant increase in prothrombin activity
and serum cholinesterase, which supports increased protein synthesis by liver
and a decrease in the degradation of the liver.

Depression: The severity of depression at the start of the study ranged from
borderline in 10% of the subjects, mild to moderate depression in 80%, and
severe depression in 10%. By the end of the study period significant improvement
in depression was noted and 90% of the subjects had become free of depression.
Noteworthy is the reported change in the Beck Depression Inventory score. The
scoring reported is unusual in population norms.

Health-Related Quality of Life Burden: In general, use of A4+L was accompanied
by significantly improved health-related quality of life in study subjects by
Day 14. By Day 28, the functional status and well-being of study subjects were
restored completely to normal levels. The score improvements observed in this
study by Day 28 were on average larger than two standard deviations for nearly
all health-related quality of life scales, which has rarely been observed in the
thousands of treatment studies of other chronic diseases involving the SF-36
Health Survey.

Clinical Symptoms: Study subjects showed a significant improvement in most of
their symptoms. This included improvement in fatigue, right upper quadrant pain
and tenderness, dyspepsia, nausea-vomiting, indigestion, headache, muscle and
joint/bone pain.

A one hundred cell study, which was designed to investigate the possible
genotoxicity of A4+L liver product focused on the primary culture of human
lymphocytes using the Comet Assay to evaluate the damage to the genetic
material.

The study concluded that our A4+L liver product doesn't induce damage to the DNA
in human lymphocytes. The results are a positive step in evidencing that the
A4+L liver product is safe for human consumption.

Organetix Inc. has also recently received positive independent medical and
laboratory results from a test conducted in Peru on a chemotherapy patient
diagnosed with lung cancer and metastasis on the liver. This patient received
the A4+L liver product while taking her 5th through her 32nd treatment of
chemotherapy.

After 15 days of taking A4+L along with her chemotherapy treatments, her nausea
and fatigue disappeared completely and her appetite was restored. She recorded a
weight gain of 7 kilograms.

Similar results were reported on an inoperable breast cancer patient in Calgary,
Alberta, Canada while she was being treated with FEC Chemotherapy to reduce
large tumors so that she could undergo a mastectomy.

                                       2
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

The Company's main facility is located at Suite 200, Manulife House, 603 - 7th
Avenue S.W., Calgary, Alberta T2P 2T5. This facility is rented on a month to
month basis by the Company. The Company is also sharing space at no cost to the
Company on a month to month basis with Rubin, Bailin, Ortoli LLP, located at the
15th floor of 405 Park Avenue, New York, New York 10022. This facility is
approximately 200 square feet. The Company is also renting on a month to month
basis a facility located at Alfonso Cobian Manzana "H" Lot #1, in the District
of Chaclalayo, near Lima, Peru. This facility is approximately 700 square meters
and is used for manufacturing, research, bulk packaging and storage. The Company
is also renting on an annual basis a small business office located at #302, 1080
Malecon de la Marina, Mita Flores, Lima, Peru. This facility is approximately 70
square meters.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings or
government actions, including any bankruptcy, receivership, or similar
proceedings. Management of the Company does not believe that there are any
proceedings to which any director, officer, or affiliate of the Company, any
owner of record of the beneficially or more than five percent of the common
stock of the Company, or any associate of any such director, officer, affiliate
of the Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company.

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

On December 8, 2004, the majority shareholder approved the amendment of the
Company's Certificate of Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to 150,000,000 in anticipation of a
financing which has yet to materialize.

                                        3
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Company's Common Stock is traded on the OTC-Bulletin Board under the
symbol OGTX. The following sets forth the range of the closing bid prices for
the Company's Common Stock for the period January 1, 2004 through April 13,
2006. Such prices represent inter-dealer quotations, do not represent actual
transactions, and do not include retail mark-ups, mark-downs or commissions.
Such prices were determined from information provided by a majority of the
market makers for the Company's Common Stock.


                                               High Close           Low Close
                                               ----------           ---------
        2004
        First Quarter                            $0.90               $ 0.37
        Second Quarter                            0.60                 0.31
        Third Quarter                             0.57                 0.35
        Fourth Quarter                            0.49                 0.35

        2005
        First Quarter                             0.49                 0.25
        Second Quarter                            0.35                 0.14
        Third Quarter                             0.17                 0.07
        Fourth Quarter                            0.11                 0.009

        2006
        First Quarter                             0.07                 0.01
        Second Quarter to April 13                0.07                 0.01

(b) The approximate number of holders of the Common Stock of the Company as of
    April 10, 2006 was 1,545.

(c) No cash dividends were declared by the Company during the fiscal year ended
    December 31, 2005. While the payment of dividends rests within the
    discretion of the Board of Directors, it is not anticipated that cash
    dividends will be paid in the foreseeable future, as the Company intends to
    retain earnings, if any, for use in the development of its business. The
    payment of dividends is contingent upon the Company's future earnings, if
    any, the Company's financial condition and its capital requirements, general
    business conditions and other factors.

(d) On March 22, 2005, the Company planned to issue but has not yet issued
    5,000,000 options to purchase a total of 5,000,000 shares of common stock at
    a price of $0.40 per share pursuant to our 2004 Omnibus Stock Option Plan
    wherein we have reserved 5,000,000 shares for issuance under such Plan.
    These options to purchase that number of shares of Common Stock is for
    consultants, advisers and management of the Company. At the time the Company
    issues these options, a new price per share will be amended to a price based
    on the average of the three highest closing bid prices of the common stock
    over the last 30 trading days. The January 2, 2004 plan to issue 5,950,000
    options to purchase that number of shares was amended to 5,000,000 options
    as a result of a change in the Company's compensation plans.

                                       4
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

It should be noted that this Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain "forward-looking statements."
The terms "believe," "anticipate," "intend," "goal," "expect," and similar
expressions may identify forward-looking statements. These forward-looking
statements represent the Company's current expectations or beliefs concerning
future events. The matters covered by these statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements, including the Company's
dependence on weather-related factors, introduction and customer acceptance of
new products, the impact of competition and price erosion, as well as supply and
manufacturing restraints and other risks and uncertainties. The foregoing list
should not be construed as exhaustive, and the Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements, or to reflect the occurrence of
anticipated or unanticipated events. In light of the significant uncertainties
inherent in the forward-looking information included herein, the inclusion of
such information should not be regarded as a representation that the strategy,
objectives or other plans of the Company will be achieved. The Company wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.

RESULTS OF OPERATIONS

Due to the inability of the Company to close funding, the Company is in default
of its License Agreement dated July 15, 2003 with AMMA Corporation, and with the
assignment of a consulting agreement, dated June 1, 2001 with AMMA Corporation
relating to Dr. Jose Cabanillas. The Company is also in default of its
employment agreement with its President & CEO, L.B.(Brad) Clarke. The Company
has also not been able to pay its consulting obligations for Robert Howell,
Dennis Chan, John Garcia, as well as professional fees owed to the Company's
ex-auditors, Lazar Levine & Felix LLP and its present attorneys, Rubin, Bailin,
Ortoli LLP as well as its other accounts, loans and notes payable. To date all
parties have deferred payments owed to them in the hope that the Company will
successfully secure funding to pay back such debts and continue operations.

Fund Raising Activities

The Company hopes to finalize its fund raising activities in the second quarter
of 2006. The basic terms of such fund raising activities would be a minimum of
$500,000 and a maximum of $7,000,000 through a variable price convertible note,
merger and or the sale of common shares which may combine common stock and
warrants. If funding cannot be concluded the Company may have to file for
bankruptcy and or re-organize accordingly.

Otherwise, we are currently in the development stage and have generated no
revenues to date. Our activities from inception to date were related to our
formation, preparation of our business model, arranging and planning financing
and the acquiring all rights, title and interest in the A4+L compound. During
2003 the Company completed a reverse acquisition of Diamond International Group
Inc., changed its name to Organetix, Inc., changed its OTC-BB symbol to OGTX and
began a new harvest of materials necessary to begin formulating new bulk
inventories of the A4+L liver product in 2004. We have financed our operations
to date through the sale of our securities and affiliates of our shareholders
have provided administrative services for which we have been billed.

Operating costs for the period from inception to December 31, 2005 aggregated
$2,904,367. This includes costs incurred in research and development of
$1,117,017, operating expenses for our research facility in Peru of $211,059 and
fees paid to various professionals for research as well as to our attorneys and
accountants in the collective amount of $310,500. As a result of the above we
realized a cumulative loss of $2,904,367or $.03 per share.

Operating costs for the twelve-month period ended December 31, 2005 aggregated
$1,269,359. This includes costs incurred in research and development of
$449,099, operating expenses for our research facility in Peru of $77,449 and
fees paid to various professionals for research as well as to our attorneys and
accountants in the collective amount of $116,012. As a result of the above we
realized a loss of $1,269,359 for the twelve-month period ended December 31,
2005 or $.01 per share.

                                       5
<PAGE>

Ongoing Product Development and Patenting

The Company is continuing to prepare to file patents. Upon the closing of
sufficient funding, the following describes the Company's immediate priorities:

1.    Register patents and research synthesis of the existing nutraceuticals and
      bioceuticals from the licensed liver product;

2.    Complete a larger placebo controlled clinical study of Hepatitis C,
      Cirrhosis and on Chemotherapy patients;

3.    Sub-license, sell, market and distribute the licensed liver products with
      strategic partners; and

4.    Develop new nutraceuticals and bioceuticals from the licensed liver
      product.

Organetix has established a pipeline to many plant based medicines through
medical doctors in Peru and other parts of the world. We are in the process of
researching, developing and preparing to patent bioactive compounds and their
unique formulas and processes from plants having a unique history of medicinal
use. Nutraceuticals and Bioceuticals are the foundations for the new and
exciting drugs to be discovered in the 21st Century.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon its financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to bad debts, income taxes and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recent Accounting Pronouncements Affecting The Company:

In December 2004, the FASB issued SFAS No. 123 (revised 2004), or SFAS 123R,
"Share-Based Payment." This statement replaces SFAS 123, "Accounting for
Stock-Based Compensation" and supersedes Accounting Principles Board's Opinion
No. 25 (ABP 25), "Accounting for Stock Issued to Employees." SFAS 123R will
require us to measure the cost our employee stock-based compensation awards
granted after the effective date based on the grant date fair value of those
awards and to record that cost as compensation expense over the period during
which the employee is required to perform services in exchange for the award
(generally over the vesting period of the award). SFAS 123R addresses all forms
of share-based payments awards, including shares issued under employee stock
purchase plans, stock option, restricted stock and stock appreciation rights. In
addition, we will be required to record compensation expense (as previous awards
continue to vest) for the unvested portion of previously granted awards that
remain outstanding at the date of adoption. SFAS 123R is effective for fiscal
periods beginning after June 15, 2005. Therefore, we are required to implement
the standard no later than our third fiscal quarter, which begins on July 1,
2005. SFAS 123R permits public companies to adopt its requirements using the
following methods: (1) a "modified prospective" method in which compensation
cost is recognized beginning with the effective date (a) based on the
requirements of SFAS 123R for all share-based payments granted after the
effective date and (b) based on the requirements of SFAS 123 for all awards
granted to employees prior to the effective date of SFAS 123R that remain
unvested on the effective date; or (2) a "modified retrospective" method which
includes the requirements of the modified prospective method described above,
but also permits entities to restate their financial statements based on the
amounts previously recognized under SFAS 123 for purposes of pro forma
disclosures for either (a) all prior periods presented or (b) prior interim
periods of the year of adoption.

                                       6
<PAGE>

                                ORGANETIX, INC.
                           A Development Stage Company

<TABLE>
<CAPTION>

                                      INDEX

                                                                                                  Page(S)

<S>                                                                                                <C>
Report of Registered Public Accounting Firm                                                        F - 2
Financial Statements:

Balance Sheets as of December 31, 2005 and 2004                                                    F - 3

Statements  of  Operations  for the two years  ended  December  31,  2005 and
2004 and for the period May 28, 2003 (inception) to December 31, 2005                              F - 4

Statement of Shareholders' Equity for the Period from Inception (May 28, 2003)
to December 31, 2005                                                                               F - 5

Statement  of Cash  Flows for the two years  ended  December  31,  2005 and 2004
and for the  period  May 28, 2003 (inception) to December 31, 2005                                 F - 6

Notes to Financial Statements                                                                F-7 to F-13
</TABLE>


                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders
Organetix, Inc.
New York, New York

We have audited the accompanying balance sheets of Organetix, Inc. (a
development stage company) as of December 31, 2005 and 2004, the related
statements of operations, shareholders' equity and its cash flows for each of
the two years in the period ended December 31, 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Organetix, Inc. (a development
stage company) as of December 31, 2005 and 2004, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, to the
financial statements, the Company has accumulated net losses since inception of
$2,904,367 and a negative working capital of $962,380 at December 31, 2005 and
there are existing uncertain conditions the Company faces relative to its
ability to obtain capital and operate successfully. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.


                                      /s/  Meyler & Company, LLC



Middletown, NJ
April 20, 2006


                                       F-2
<PAGE>


                                 ORGANETIX, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                   ASSETS                                                     December 31,
                                                                                    --------------------------------
                                                                                       2005                  2004
                                                                                    -----------          -----------
<S>                                                                                 <C>                  <C>
CURRENT ASSETS:
Cash                                                                                $     3,279          $    57,495
Research and development supplies                                                             0               72,108
Prepaid expenses                                                                         18,859               22,447
                                                                                    -----------          -----------
TOTAL CURRENT ASSETS                                                                     22,138              152,050

FIXED ASSETS:
Transportation equipment - Net of accumulated depreciation of $15,000 and
$5,000 respectively                                                                      15,000               25,000

OTHER ASSETS:
License agreement - net of accumulated amortization of $153,250 and $98,500
respectively                                                                          2,036,750            2,091,500
                                                                                    -----------          -----------
                                 TOTAL ASSETS                                       $ 2,073,888          $ 2,268,550
                                                                                    ===========          ===========

                    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Convertible note payable                                                            $   150,000          $         0
Note payable to an individual                                                            16,200                    0
Accounts payable                                                                        157,152               47,756
Accrued salaries to officers                                                            483,966              161,966
Interest Payable                                                                         15,720                    0
Due to related parties                                                                  161,480                    0
                                                                                    -----------          -----------
TOTAL CURRENT LIABILITIES                                                               984,518              209,722
                                                                                    -----------          -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

Common stock, $.0001 par value; 150,000,000 shares authorized; 86,382,447
and 84,962,447 shares issued and outstanding in 2005 and 2004, respectively               8,638                8,496
Additional paid-in capital                                                            3,985,099            3,685,340

Deficit accumulated during the development stage                                     (2,904,367)          (1,635,008)
                                                                                    -----------          -----------
TOTAL SHAREHOLDERS EQUITY                                                             1,089,370            2,058,828
                                                                                    -----------          -----------

                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $ 2,073,888          $ 2,268,550
                                                                                    ===========          ===========
</TABLE>

                             See accompanying notes.

                                       F-3
<PAGE>



                                 ORGANETIX, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Year Ended December 31,
                                              -------------------------------       ------------
                                                  2005               2004          For the Period
                                                                                 From May 28, 2003
                                                                                   (Inception) to
                                                                                    Dec. 31, 2005
                                              -------------------------------       ------------
<S>                                           <C>                <C>                <C>
REVENUES                                      $          0       $          0       $          0
                                              ------------       ------------       ------------
COSTS AND EXPENSES:
Operating expenses - research facility              77,449             90,350            211,059
Research and development expenses                  449,099            548,692          1,117,017
Consulting fees                                    187,000            127,000            378,528
Professional fees                                  116,012            134,047            310,500
Travel and accommodations                           29,452             68,441            120,710
Telephone                                           10,141             12,524             32,472
Interest expense                                    38,390                 --             38,390
Insurance                                           46,950             29,819             81,372
Rent                                                14,247             13,280             33,065
Shipping expense                                     1,826              2,597              6,143
Office and other expense                            64,787             51,859            135,638
Marketing and public relations                     169,256            101,967            271,223
Depreciation and amortization expense               64,750             59,750            168,250
                                              ------------       ------------       ------------
                                                 1,269,359          1,240,326          2,904,367
                                              ------------       ------------       ------------

NET LOSS                                      $ (1,269,359)      $ (1,240,326)      $ (2,904,367)
                                              ============       ============       ============
LOSS PER SHARE:

Basic and diluted                             $      (0.01)      $      (0.01)      $      (0.03)
                                              ============       ============       ============
Weighted average number of common
shares outstanding                              85,351,488         82,793,477         64,773,574
                                              ============       ============       ============
</TABLE>

                             See accompanying notes.

                                       F-4
<PAGE>




                                 ORGANETIX, INC.
                          (A Development Stage Company)
                       STATEMENT OF SHARE HOLDERS' EQUITY
                  May 28, 2003 (Inception) to December 31, 2005

<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                       Accumulated
                                                                           Additional                   During the
                                                    Common Shares           Paid-in     Subscription   Development     Shareholders'
                                                 Number        Amount       Capital      Receivable       Stage           Equity
                                              -----------   -----------   -----------    -----------    -----------    -----------
<S>                                            <C>          <C>           <C>            <C>            <C>            <C>
At inception (May 28, 2003)                    12,362,056   $     1,236   $   298,764    $        --    $        --    $   300,000

Issuance at inception to founders               7,200,000           720        71,280         (6,240)            --         65,760

Issuance pursuant to private placement            640,000            64       159,936             --             --        160,000

Assignment of license agreement                 8,160,000           816     2,039,184             --             --      2,040,000
Additional shares issued pursuant to merger    48,000,000         4,800        (4,800)            --             --             --
Net loss for period from inception to
December 31, 2003                                      --            --            --             --       (394,682)      (394,682)
                                              -----------   -----------   -----------    -----------    -----------    -----------
BALANCE AT DECEMBER 31, 2003                   76,362,056         7,636     2,564,364         (6,240)      (394,682)     2,171,078
10% stock dividend                              3,017,584           302          (302)            --             --             --
Issuance of shares for cash                     1,000,000           100       124,900             --             --        125,000
Regulation S offering                             855,400            86        97,971             --             --         98,057

Issuance of shares for cash                       203,038            20        20,084             --             --         20,104

Issuance of shares for cash                     3,381,552           338       236,367             --             --        236,705
Shares issued in lieu of payment for legal
services                                          142,857            14         9,986             --             --         10,000
Additional cash contributions received by
the Company per agreement                              --            --       500,000             --             --        500,000

Stock subscription received                            --            --            --          6,240             --          6,240
Services received by Company - paid for by
common shares previously issued and held
in escrow                                              --            --       131,970             --             --        131,970
Net loss for year ended December 31, 2004              --            --            --             --     (1,240,326)    (1,240,326)
                                              -----------   -----------   -----------    -----------    -----------    -----------
BALANCE AT DECEMBER 31, 2004                   84,962,447         8,496     3,685,340             --     (1,635,008)     2,058,828
Additional cash contributions received by
the Company per agreement                              --            --       124,000             --             --        124,000
Issuance of shares as additional
consideration for convertible loan                150,000            15        22,485             --             --         22,500
Services received by Company - paid for by
common shares previously issued and held
in escrow                                       1,270,000           127       153,274             --             --        153,401
Net loss for year ended December 31, 2005              --            --            --             --     (1,269,359)    (1,269,359)
                                              -----------   -----------   -----------    -----------    -----------    -----------
BALANCE AT DECEMBER 31, 2005                   86,382,447   $     8,638   $ 3,985,099    $         0    $(2,904,367)   $ 1,089,370
                                              ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

                             See accompanying notes.

                                       F-5
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                                                          From May 28,
                                                                                                             2003
                                                                For the year         For the year       (Inception) to
                                                                ended Dec.31        ended Dec. 31,        December 31,
                                                                    2005                2004                 2005
                                                                -----------          -----------          -----------
<S>                                                             <C>                  <C>                  <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                        $(1,269,359)         $(1,240,326)         $(2,904,367)
Adjustment to reconcile net loss to net cash utilized
by operating activities:
Depreciation and amortization                                        64,750               59,750              168,250
Compensatory shares                                                 175,901              148,210              324,111
Changes in assets and liabilities:
Research and development supplies                                    72,108              (57,108)                   0
Prepaid expenses                                                      3,588              (12,447)             (18,859)
Accounts payable                                                    109,396               36,266              157,152
Accrued salaries to officers                                        322,000              109,310              483,966
Due to shareholders                                                 161,480             (122,261)             161,480
Increase in accrued interest                                         15,720                    0               15,720
                                                                -----------          -----------          -----------
     Net cash used by operating activities                         (344,416)          (1,078,606)          (1,612,547)
                                                                -----------          -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payment regarding license                                                 0                    0             (150,000)
Capital expenditures                                                      0              (30,000)             (30,000)
                                                                -----------          -----------          -----------
     Net cash used by investing activities                                0              (30,000)            (180,000)
                                                                -----------          -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock to founders                                      0                    0               65,760
Additional Contribution to Capital                                  124,000              979,866            1,263,866
Cash received in merger                                                   0                    0              300,000
Convertible Note Payable                                            150,000                    0              150,000
Note Payable to Individual                                           16,200                    0               16,200
                                                                -----------          -----------          -----------
     Net cash provided by financing activities                      290,200              979,866            1,795,826
                                                                -----------          -----------          -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (54,216)            (128,740)               3,279
Cash, beginning of period                                            57,495              186,235                    0
                                                                -----------          -----------          -----------
        CASH, END OF PERIOD                                     $     3,279          $    57,495          $     3,279
                                                                ===========          ===========          ===========
</TABLE>

                             See accompanying notes.

                                       F-6
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1 - DESCRIPTION OF COMPANY/OPERATIONS

      Organetix, Inc. ("the Company" or "Organetix"), a Delaware Corporation,
      was incorporated on May 28, 2003.

      Organetix is a biotechnology company that has the exclusive worldwide
      license (see Note 8) for the formula of a proprietary medical discovery
      relating to the liver referred to as A4+L. The Company intends to patent,
      research, develop, produce and sell this proprietary liver product
      initially as a nutraceutical and will investigate the possibility of
      manufacturing a synthetic drug in an alliance with a major pharmaceutical
      partner. To date, the Company has been using this liver product to treat
      patients with Hepatitis C. This proprietary liver product does not cure
      Hepatitis C but clinical research suggests it is regenerating liver tissue
      thus allowing the liver to begin functioning again despite years of damage
      from the virus. This product may be useful for treating many liver
      disorders, and may also be useful as an anti-ager and anti-toxin.
      Organetix intends to also specialize in researching, developing and
      patenting bioactive compounds and their unique formulas and processes from
      plants having a distinctive history of medicinal use.

      On November 7, 2003 (the "Effective Date"), pursuant to a Share Exchange
      Agreement ("Agreement") between Diamond International Group, Inc.
      ("Diamond"), a Delaware corporation and Organetix, Inc. ("Organetix"), a
      Delaware corporation and all of the shareholders of Organetix, Diamond
      acquired all of the shares of Organetix as consideration for the issuance
      of 64,000,000 restricted shares of Diamond to the Organetix shareholders.
      As a result of this Agreement, Diamond International Group, Inc. (the
      legal acquirer) received 100% of the issued and outstanding common stock
      of Organetix, Inc. in exchange for 64,000,000 shares of common stock of
      Diamond. Pursuant to the Agreement, Organetix became a wholly owned
      subsidiary of Diamond which entity filed a Certificate of Amendment with
      the State of Delaware changing its name to Organetix, Inc. This reverse
      merger transaction was treated retroactively as a recapitalization with
      Organetix, Inc. being treated as the accounting acquirer.

      The Company has been devoting its time towards establishing its business
      and no revenues have been generated to date. As such, the Company is
      considered as being in the development stage, since its inception, in
      accordance with Statement of Financial Accounting Standards No. 7, and its
      year-end is December 31.

      As shown in the accompanying financial statements, the Company has
      incurred net losses of $2,904,367 since inception and has a negative
      working capital of $962,380 at December 31, 2005. Management's plans
      include raising of capital through the equity markets to fund operations,
      and the generating of revenue through its business. Failure to raise
      adequate capital and generate adequate sales revenues could result in the
      Company having to curtail or cease operations. Additionally, even if the
      Company does raise sufficient capital to support its operating expenses
      and generate adequate revenues, there can be no assurances that the
      revenue will be sufficient to enable it to develop to a level where it
      will generate profits and cash flows from operations. These matters raise
      substantial doubt about the Company's ability to continue as a going
      concern. However, the accompanying financial statements have been prepared
      on a going concern basis, which contemplates the realization of assets and
      satisfaction of liabilities in the normal course of business. These
      financial statements do not include any adjustments relating to the
      recovery of the recorded assets or the classifications of the liabilities
      that might be necessary should the Company be unable to continue as a
      going concern.


                                       F-7
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      The Company's accounting policies are in accordance with accounting
      principles generally accepted in the United States of America. Outlined
      below are those policies considered particularly significant.

      (a) Use of Estimates:

      In preparing financial statements in accordance with accounting principles
      generally accepted in the United States of America, management makes
      certain estimates and assumptions, where applicable, that affect the
      reported amounts of assets and liabilities and disclosures of contingent
      assets and liabilities at the date of the financial statements, as well as
      the reported amounts of revenues and expenses during the reporting period.
      While actual results could differ from those estimates, management does
      not expect such variances, if any, to have a material effect on the
      financial statements.

      (b) Statements of Cash Flows:

      For purposes of the statement of cash flows the Company considers all
      highly liquid investments purchased with a remaining maturity of three
      months or less to be cash equivalents.

      (c) Fair Value:

      The Company's financial instruments consist primarily of cash and cash
      equivalents and accounts payable. The recorded values of cash and cash
      equivalents and accounts payable approximate their fair values based on
      their short-term nature.

      (d) Fixed Assets:

      Fixed assets are recorded at cost. Depreciation and amortization are
      provided on a straight-line basis over 5 years.

      (e) Amortization - License Agreement:

      The cost of the license (see Note 6) is being amortized on the
      straight-line method over its contractual life of 40 years. Intangible
      assets that do not have indefinite lives are amortized over their useful
      lives and reviewed for impairment in accordance with SFAS No. 144
      "Accounting for the Impairment or Disposal of Long-Lived Assets". As of
      December 31, 2005, the Company believes that the carrying value of this
      license is fully recoverable.

      (f) Research and Development Expenses:

      Research and development costs are charged to expense when incurred and
      aggregated $449,099 and $548,692 for the 2005 and 2004 periods.

      (g) Income Taxes:

      The asset and liability method is used in accounting for income taxes.
      Under this method, deferred tax assets and liabilities are recognized for
      operating loss and tax credit carry forwards and for the future tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective
      tax bases. Deferred tax assets and liabilities are measured using enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recovered or settled. The effect
      on deferred tax assets and liabilities of a change in tax rates is
      recognized in the results of operations in the period that includes the
      enactment date. A valuation allowance is recorded to reduce the carrying
      amounts of deferred tax assets unless it is more likely than not that such
      assets will be realized.


                                       F-8
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

      (h) Loss per Share:

      Basic and diluted earnings (loss) per common share is computed using the
      weighted average number of shares of common stock outstanding for the
      period.

      (i) Recent Accounting Pronouncements Affecting The Company:

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), or SFAS
      123R, "Share-Based Payment." This statement replaces SFAS 123, "Accounting
      for Stock-Based Compensation" and supersedes Accounting Principles Board's
      Opinion No. 25 (ABP 25), "Accounting for Stock Issued to Employees." SFAS
      123R will require us to measure the cost our employee stock-based
      compensation awards granted after the effective date based on the grant
      date fair value of those awards and to record that cost as compensation
      expense over the period during which the employee is required to perform
      services in exchange for the award (generally over the vesting period of
      the award). SFAS 123R addresses all forms of share-based payments awards,
      including shares issued under employee stock purchase plans, stock option,
      restricted stock and stock appreciation rights. In addition, we will be
      required to record compensation expense (as previous awards continue to
      vest) for the unvested portion of previously granted awards that remain
      outstanding at the date of adoption. SFAS 123R is effective for fiscal
      periods beginning after June 15, 2005. Therefore, we are required to
      implement the standard no later than our third fiscal quarter, which
      begins on July 1, 2005. SFAS 123R permits public companies to adopt its
      requirements using the following methods: (1) a "modified prospective"
      method in which compensation cost is recognized beginning with the
      effective date (a) based on the requirements of SFAS 123R for all
      share-based payments granted after the effective date and (b) based on the
      requirements of SFAS 123 for all awards granted to employees prior to the
      effective date of SFAS 123R that remain unvested on the effective date; or
      (2) a "modified retrospective" method which includes the requirements of
      the modified prospective method described above, but also permits entities
      to restate their financial statements based on the amounts previously
      recognized under SFAS 123 for purposes of pro forma disclosures for either
      (a) all prior periods presented or (b) prior interim periods of the year
      of adoption.

      In December 2004, the FASB issued Statement of Financial Accounting
      Standards No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS 153
      amends the guidance in APB No. 29, "Accounting for Non-monetary Assets."
      APB No. 29 was based on the principle that exchanges of non-monetary
      assets should be measured on the fair value of the assets exchanged. SFAS
      153 amends APB No. 29 to eliminate the exception for non-monetary
      exchanges of similar productive assets and replaces it with a general
      exception for exchanges of non-monetary assets that do not have commercial
      substance if the future cash flows of the entity are expected to change
      significantly as a result of the exchange. SFAS 151 is effective for
      financial statements issued for fiscal years beginning after June 15,
      2005. The adoption of SFAS 153 is not expected to have a material effect
      on the Company's financial position or results of operations.

      In May 2005, the FASB issued SFAS no. 154, "Accounting Changes and Error
      Corrections ("SFAS No 154") which replaces APB Opinion No. 20, "Accounting
      changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements-An Amendment of ABP Opinion No. 28. SFAS No. 154
      provides guidance on the accounting for and reporting of accounting
      changes and error corrections. Specifically, this statement requires
      "retrospective application" of the direct effect for a voluntary change in
      accounting principle to prior periods' financial statements, if it is
      practical to do so. SFAS No. 154 also strictly defines the term
      "restatement" to mean the correction of an error revising previously
      issued financial statements. SFAS No. 154 is effective for accounting
      changes and corrections of errors made in fiscal years beginning after
      December 15, 2005 and are required to be adopted by the Company in the
      first quarter of fiscal year 2007. Although we will continue to evaluate
      the application of SFAS No. 154, management does not currently believe
      adoption will have a material impact on our results of operations,
      financial position or cash flows.

                                       F-9
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 3 - RESEARCH AND DEVELOPMENT SUPPLIES:

      As of December 31, 2004, the Company had $72,108 in raw materials
      purchased and other costs incurred for production of its nutraceutical
      supplement, which is currently being utilized in research. The Company
      only produced the nutraceutical supplement in Peru during the period of
      January 2004 through March 2004. The product manufactured is being used to
      continue the testing on the existing Hepatitis C patients along with other
      required testing. During 2005, the existing inventory had been utilized
      for the continued product testing.

NOTE 4 - CONVERTIBLE NOTE PAYABLE:

      On July 6, 2005 the Company entered into three convertible promissory
      notes with three individuals who are also shareholders of the Company for
      an aggregate of $150,000. The note was to bridge the Company for 90 days
      while it closed a proposed private placement memorandum with an investment
      banker in New Jersey, which did not materialize due to a significant drop
      in the Company's share price in the second quarter of 2005. The note bears
      interest at the rate of 20% per annum and was due within 90 days of the
      note date. The note is currently in default. Additionally, these
      individuals received 150,000 shares of the Company's restricted common
      stock as additional consideration for making an unsecured loan to the
      Company.

      The terms of the conversion were based upon the proposed private placement
      memorandum which did not materialize and thus the Company does not have
      definitive conversion terms. The Company plans to reach amicable terms
      with the note holders relating to the terms of conversion or the Company
      will re-pay the $150,000 plus interest accrued.

NOTE 5 - NOTE PAYABLE TO INDIVIDUAL:

      The Company in April 2005 borrowed $16,200 from an individual who is also
      a shareholder of the Company. This amount represents advances for working
      capital in order to continue operations. The loan is non-interest bearing
      to December 31, 2005, is unsecured and has no specific repayment date.

NOTE 6 - RELATED PARTY TRANSACTIONS:

      At December 31, 2005 the Company is indebted to the President, Chief
      Executive Officer and Director through his related companies for $161,480.
      This amount represents advances for working capital in order to continue
      operations. These advances as of December 31, 2005 are non-interest
      bearing, have no specific maturity date and are unsecured.


                                      F-10
<PAGE>


                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 7 - INCOME TAXES:
<TABLE>
<CAPTION>

                                                                                       2005                  2004
                                                                                  --------------       ---------------
<S>                                                                               <C>                  <C>
      Deferred tax assets and liabilities consist of the following:

      Deferred tax assets:
        Net operating loss carry forwards                                         $      675,000       $       555,000

        Less valuation allowance                                                        (675,000)             (555,000)
                                                                                  --------------       ---------------
                                                                                  $           --       $            --
                                                                                  ==============       ===============
</TABLE>

      At December 31, 2005, the Company had approximately $2,700,000 of net
      operating loss carry forwards ("NOL's") available, which expires in years
      beginning in 2021. The Company has provided a 100% valuation allowance on
      the deferred tax assets at December 31, 2005 and 2004 to reduce such asset
      to zero, since there is no assurance that the Company will generate future
      taxable income to utilize such asset. Management will review this
      valuation allowance requirement periodically and make adjustments as
      warranted.

NOTE 8 - ASSIGNMENT OF LICENSE AND CONSULTING AGREEMENTS:

      (a) License Agreement:

      On July 15, 2003, Amma Corporation ("Amma"), a privately held entity
      domiciled in Alberta, Canada, assigned all of its rights, title and
      interest in and to the A4+L compound as defined in a License Agreement,
      dated June 5, 2003, between Amma and Dr. Jose Cabanillas Coral, a Canadian
      resident and citizen of Peru, to the Company in exchange for 8,160,000
      shares of Company common stock.

      The A4+L compound (the "technology"), is a multiple plant formulation used
      for the relief of certain medical symptoms associated with Hepatitis C.
      This license grants the Company the exclusive right to use and sublicense
      the technology, and any improvements, and to research, manufacture,
      distribute and sell products throughout the world excluding Peru.

      This 40-year license also requires that the Company pay a royalty equal to
      3% of gross sales and sublicensing revenues to Dr. Cabanillas.

      (b) Consulting Agreement:

      Concurrently with the assignment of the license agreement described above,
      Amma also assigned its consulting agreement, dated June 1, 2001, with Dr.
      Cabanillas to the Company.

      This agreement, which expires on June 1, 2006, requires that Dr.
      Cabanillas provide general and research duties as requested, in exchange
      for a monthly fee of $12,000.


                                      F-11
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 9 - SHAREHOLDERS' EQUITY:

      The Company has authorized 150 million shares of common stock, par value
      $.0001 per share.

      The following shares, aggregating 64,000,000, were issued in connection
      with the share exchange agreement described in Note 1: (i) in May 2003,
      the Company issued 7,200,000 shares of common stock to its founders, at a
      per share price of $.01, for aggregate proceeds of $72,000 of which $6,240
      had not been received as of December 31, 2003, but was received by June
      2004, (ii) in June 2003, the Company began offering its common stock in a
      private offering of such securities and, generated proceeds of $160,000,
      for the sale of 640,000 shares of its common stock at a per share price of
      $.25; (iii) in July 2003, the Company issued 8,160,000 shares of its
      common stock in connection with the assignment of a license agreement (see
      Note 8). These shares were deemed to have a fair value of $.25 per share
      at the time of issuance, and in November 2003, the Company issued an
      additional 48 million shares pursuant to the share exchange agreement.

      During the year ended December 31, 2004, the Company declared and paid a
      10% stock dividend to all shareholders, excluding the majority
      shareholder, AMMA Corporation, issuing 3,017,584 shares of its common
      stock in connection therewith. The Company also received $479,866 in
      proceeds from the sales of 5,439,990 shares of its common stock. In
      partial payment for legal services received, the Company issued 142,857
      shares of common stock valued at $10,000. In connection with the reverse
      merger with Diamond International, Inc., Sylvio Martini, the majority
      shareholder at the time, agreed to pay certain expenses of the Company
      from the shares retained by him. Such shares were placed in escrow and
      during the year, 2,500,000 shares were sold and transferred to 20 persons
      generating $500,000 of proceeds, which were then contributed to the
      Company as additional paid-in capital. Mr. Martini also transferred
      certain escrowed shares to consultants as payment for services provided to
      the Company. The value of these shares, $131,970, was recorded as
      additional paid-in capital.

      On January 2, 2004, the majority shareholder approved the adoption of the
      2004 Omnibus Stock Option Plan under which 5,000,000 shares of Company
      common stock have been reserved for issuance. To date, no options have
      been granted under this plan.

      During the year ended December 31, 2005, in connection with the reverse
      merger with Diamond International, Inc. in 2003, Sylvio Martini, the
      majority shareholder at the time, agreed to pay certain expenses of the
      Company from the shares retained by him. Such shares were placed in escrow
      and during the twelve months ending December 31, 2005, 620,000 shares were
      issued to 7 persons for services rendered for a total of $124,000 of
      proceeds, which were then contributed to the Company as additional paid-in
      capital.

      In July 2005, 150,000 shares of common stock valued at $22,485 were issued
      in connection with a bridge note (see Note 4). In August 2005, 470,000
      shares of common stock value at $65,853 were issued for services rendered
      to the Company. In November 2005, 800,000 shares of common stock value at
      $39,920 were issued for services rendered to the Company.


                                      F-12
<PAGE>

                                 ORGANETIX, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 10 - COMMITTMENTS:

      Leases:

      The Company leases space on a month-to-month basis in Calgary, Alberta,
      for its main offices, and in Peru, for manufacturing, research, bulk
      packaging and storage. Additional office space is also provided in New
      York, New York, by the Company's attorneys, at no cost. The Company is
      also renting on an annual basis a small business office located in Lima,
      Peru.

      Employment Agreements:

      On January 2, 2004, the Company entered into an Employment Agreement with
      Mr. L. B. (Brad) Clarke as a "senior executive" (the "Employment
      Agreement"). The Employment Agreement is for a 3-year term and provides
      for annual salaries of $120,000 for 2004, $180,000 for 2005 and $240,000
      for 2006. Other remuneration under the Employment Agreement is a $700 per
      month automobile allowance and 30 days paid vacation. The Employment
      Agreement may be terminated for "cause". All salaries and automobile
      allowance have been accrued as payable but not paid.


                                      F-13
<PAGE>

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

Our accountants are Meyler & Company, LLC, independent certified public
accountants. At no time has there been any disagreement with such accountants
regarding any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

ITEM 8A. DISCLOSURE CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

As of the end of the period covering this Form 10-KSB, we evaluated the
effectiveness of the design and operation of our "disclosure controls and
procedures". The Company's President conducted this evaluation by himself.

(i) Definition of Disclosure Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are
designed with the objective of ensuring that information required to be
disclosed in our periodic reports filed under the Exchange Act, such as this
report, is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. As defined by the SEC, such disclosure
controls and procedures are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including
the President and Chief Financial Officer, in such a manner as to allow timely
disclosure decisions.

(ii) Limitations on the Effectiveness of Disclosure Controls and Procedures and
Internal Controls.

The Company recognizes that a system of disclosure controls and procedures (as
well as a system of internal controls), no matter how well conceived and
operated, cannot provide absolute assurance that the objectives of the system
are met. Further, the design of such a system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented in a number of ways. Because of the inherent limitations in a
cost-effective control system, system failures may occur and not be detected.
However, our sole officer and director believes that our system of disclosure
controls and procedures provides reasonable assurance of achieving their
objectives.

(iii) Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.

Our sole officer and director has concluded, based on the evaluation of these
controls and procedures, that our disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company required to be included in our periodic SEC filings.

(b) Changes in Internal Controls.

There have been no changes in our internal controls over financial reporting
during the last fiscal quarter of 2004 that has materially affected or is
reasonably likely to affect the Company's internal control over financial
reporting.


ITEM 8B. OTHER INFORMATION

Not applicable.

                                       8
<PAGE>

                                    PART III

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

                             OFFICERS AND DIRECTORS

Mr. Clarke is the sole officer and director of the Company. The Company's
directors are elected at each Annual Meeting of Shareholders. The directors
currently serving on the Company's Board of Directors are set forth in the table
below:


    Name                         Age     Positions and Offices With The Company
    -------                     -----    --------------------------------------
    L. B. (Brad) Clarke          50      Chairman of the Board; Chief Executive
                                         Officer; President; and Secretary

    Robert C. Howell             50      Executive Vice President and Chief
                                         Financial Officer

    Dr. Jose Cabanillas          50      Executive Vice President - Research &
                                         Development

    John Garcia                  51      Executive Vice President - Corporate
                                         Development

The following is a biographical summary of the directors and officers of the
Company:

L.B. (Brad) Clarke, Chairman of the Board, President & CEO & Secretary

L.B. (BRAD) CLARKE, 50, has been President, Chief Executive Officer, Chief
Financial Officer and Director of the Company since November 7, 2003. Prior to
being President of Organetix, Inc., Mr. Clarke was CEO, President and Director
for a private nutraceutical company called AMMA Corporation that explored and
developed the research, harvesting, manufacturing, production and packaging for
11 different medicinal plant products internationally and in North America.

Mr. Clarke has over 28 years of business experience. For 23 of these years he
has held various executive management positions throughout North America and
internationally. His experience ranges from being on project management teams
for mega projects to being the Chairman of a successful accounting and
management consulting practice.

Mr. Clarke has assisted numerous firms and individuals in managing their
affairs. His domestic and international experience, industry contacts, finance,
negotiating and management skills have been proven by meeting and accomplishing
the short and long-term goals. Mr. Clarke specializes in project management;
accounting; joint venture and internal auditing; personnel; production, revenue,
and royalty consulting; software systems; management consulting; joint venture
management and project construction.

Some major clients include Marathon Canada Limited, Conoco Canada Resources
Limited, Total Petroleum Canada Ltd., Goldman Sachs (J. Aron Resources Ltd.),
Signalta Resources Ltd., Shell Canada Ltd., Harvard International Group, and
Esso Resources Canada Ltd. (Exxon). His experience in making appropriate
recommendations and decisions is demonstrated through the success of his
consulting practice.

Mr. Clarke has also been directly involved in the complementary and integrated
medicine industry for the past 12 years. He is a devoted student of Qi Gong,
Traditional Chinese Medicine and herbology. He is also currently the Director
and an instructor of Qi Gong at the Calgary Qi Gong Centre. Mr. Clarke also
teaches Joint Venture Agreements, Accounting and Auditing courses that he
authored and which are sponsored by the PJVA and CAPPA through SAIT, Mount Royal
College and private seminars. He was a director and treasurer of the Petroleum
Joint Venture Association (PJVA) for three years. He has spoken at Insight
Conferences and has chaired one Insight Conference.

                                       9
<PAGE>

Robert c. Howell, CMA, Executive Vice President & Chief Financial Officer

Robert Howell, 50, has been Chief Financial Officer of the Company since
November 30, 2004. In addition to his role with the Company, Mr. Howell has been
President, CEO, COO, and Vice President of Finance and Treasurer/Secretary of a
national private leasing company with over $80 million in sales per year. As the
Senior Leader since 1996, he has managed three companies and four branches
throughout Western Canada in the areas of operations, finances, sales and
marketing, customer relations and technology.

Some of his accomplishments included building and leading a team that took a
company from $5 million in sales and 25 employees to a group of companies with
$80 million in sales and over 250 employees. Profitability increased 5 - 9
times. Formulated, developed and created an infrastructure plan for a company,
which included new software technology and five new buildings. The plan was
executed within a five-year timeframe.

Mr. Howell was also the Canadian Regional Director - Board of Directors for
National Truck Leasing Association head quartered in Chicago, IL for a 3 year
term. NTLA is an association of 126 Independent leasing Companies with 650
locations across North America with Annual sales of between 300 to 350 Million.
He also Co-Chaired the Marketing Committee for Nationalease for three years. Mr.
Howell's experience also includes terms as a Director of Calmont Leasing Ltd.
for 10 years and a Director of The Society of Management Accountants of Alberta
for 4 years.

Mr. Howell also has extensive experience with structuring offering memorandums
and financing proposals as well as the implementation of corporate
governance/risk analysis strategy, resulting in a more productive approach to
risk management.

Mr. Howell was admitted into the Society of Management Accountants of Alberta in
1982.

DR. Jose Cabanillas, MD, Executive Vice President - Research & Development

Dr. Jose Cabanillas, 50, is one of a handful of medical doctors in Peru working
to integrate natural medicine with modern scientific medicine. His integrative
approach to medicine takes the patient's whole being into account.

One of the primary tenets of Dr. Cabanillas' healing practices is preventative
medicine. With a proper diet and lifestyle habits, Dr. Cabanillas believes that
many health problems can be curbed before they begin and that when a problem
does arise, the answer can be found in nature. For instance, the body can be
flushed of parasites using resins derived from tropical plants.

As a doctor of integrated and preventative medicine, he considers it his duty to
share his wealth of knowledge in a language that all can understand.

Dr. Cabanillas had always shared a profound bond with the Rainforest, the Andes
and the Coastal Plains of Peru. In March of 1993, after a lifetime of
involvement in the preservation of the Amazon, Jose, encountered a jungle area
on the Suni Mirano Lake so rich in biodiversity that he purchased 169 hectares
and founded the Isula Biological Preserve & Research Station.

Dr. Jose Cabanillas says, "For every gift we receive, thanks must be made. When
you have been given the opportunity to learn from nature, some payment is
expected. For me that payment is medicine. We are going away from nature. The
only way to regain and keep our health is to get back to nature. Integrated and
preventative medicine is the future of healing."

John Garcia - Executive Vice President - Corporate Development

Mr. Garcia has an eclectic background that covers a broad cross-section of the
healthcare industry in addition to notable successes in the IT/software and
Venture Capital arenas. After an accomplished career as a Psychotherapist and
author Mr. Garcia joined the corporate world as a senior executive with several
Biotech companies that included Boehringer-Mannheim Diagnostics, Hitachi and
Coulter Electronics. Mr. Garcia co-founded a medical-surgical supply company,
Sierra Medical Supply in Sacramento, California. Sierra, with revenues of over
$70M in 3 years, was sold to American Hospital Supply which then became Baxter,
Inc. Mr. Garcia was 26 years old when he experienced this first liquidity event.

                                       10
<PAGE>

In 1983, Mr. Garcia co-founded a medical computer systems integration company
called ATEK/Sierra Medical Systems. The company sold over 400 systems in its
first 3 years.

His second start-up venture, a medical software company specializing in
Ophthalmology, was acquired by Alcon Labs., a wholly owned subsidiary of Nestle
of Lake Geneva, Switzerland.

Over the next seven years, Mr. Garcia was involved in all but one of the
company's aggressive national and international mergers and acquisitions
activities that grew the company from $500m to over $1.2B in annual revenues.
After leaving Alcon, Mr. Garcia, co-founded HealthLink, a $150M boutique Venture
Fund specializing in medical technology and bio-medical companies. The fund
emphasis of investing in "life changing technologies" was funded almost totally
by physicians interested in locating and funding projects that could benefit
mankind. Investments in the area of the human genome project, stem cell
research, microfluidics and medical information technology have provided
investors with a 38% return. Mr. Garcia currently is a board member of
HeathLink. Today, Mr. Garcia is a member of several corporate boards of
directors and has co-founded 18 companies in various sectors of business. As an
angel investor himself he has been successful in investing early in companies
such as Wyse Technologies, MailBoxes, Etc., LifeScan, BioGene Technologies,
Broadcom and Krispy Kreme Doughnuts

He is a speaker on such topics as Angel Investing, Due Diligence processes,
start-up company pitfalls, and company valuation processes. He is currently
serving on several not for profit boards of directors to include Safely on
Shore, HispanicNet, and International Angel Investors. Additionally he serves on
think tanks at Stanford University and is a member of the Board of Governors and
a member of the Executive Fellows of Chapman University. As a co-founder and
Managing Partner of Angel Strategies, an Angel Capital Firm, Mr. Garcia brings a
wealth of experience and connections for growing and funding early-stage
companies.

Director Positions in Other Public Companies

No director holds any directorship in a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act. No director holds any
directorship in a company registered as an investment company under the
Investment Company Act of 1940.

Code of Conduct

As the Board of Directors only has one director and the Company one employee and
8 consultants, no Audit or Strategy Committee has been established. The Company
does not have a standing nominating committee or any committee performing a
similar function. For the above reasons, the Company has not adopted a code of
ethics.

                      COMPLIANCE WITH SECTION 16(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and directors who beneficially own more than ten percent (10%) of the Company's
Common Stock to file initial reports of ownership and reports of changes of
ownership with the Securities and Exchange Commission. Executive officers,
directors and greater than ten percent (10%) beneficial owners are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.

The Company believes that Amma Corporation is the only executive officer,
director and greater than ten percent (10%) beneficial owner of the Company. The
Company believes that Amma Corporation complied with the Section 16(a) filing
requirements during and with respect to the fiscal year ended December 31, 2005.


                                       11
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The table below sets forth all annual and long-term compensation paid by the
Company through the latest practicable date to the Chief Executive Officer of
the Company and to all executive officers of the Company who received total
annual salary and bonus in excess of $100,000 for services rendered in all
capacities to the Company and its subsidiaries during the fiscal years ended
December 31, 2004 and 2005, respectively.

The following table sets forth information concerning all remuneration paid by
the Company as of December 31, 2005 to the Company's sole Director and Executive
Officers and its Chief Financial Officer:

Summary Compensation Table

<TABLE>
<CAPTION>

                                                                        Long-Term
                                                                       Compensation
                                                                          Awards
                                                                    ------------------
                                                                                     Securities
                                                                                     Underlying
                                                                                     Options(#)   All Other
Name and Principal Position                          Year      Salary        Bonus     /SARS     Compensation
---------------------------                          ----      ------        -----     -----     ------------
<S>                                                  <C>       <C>           <C>        <C>        <C>
L. B. (Brad) Clarke -
Chairman of the Board, Chief Executive
Officer, President, Chief Executive
Officer and Secretary                                2003     $       0         0        0            0
                                                     2004       120,000*        0        0          7,000
                                                     2005       180,000*        0        0          7,000

Robert C. Howell - Executive Vice
   President & Chief Financial Officer               2004        15,000*        0        0
                                                     2005        60,000*        0        0            0
Dr. Jose Cabanillas - Executive Vice
   President - Research & Development                2003       144,000         0        0
                                                     2004       144,000      12,000      0            0
                                                     2005       144,000         0        0            0
John Garcia - Executive Vice President
   Corporate Development                             2005        60,000*        0        0
</TABLE>

* Note: all compensation for Brad Clarke and John Garcia was not paid and has
been accrued as payable. Compensation for two months of 2004 and all of 2005 for
Robert Howell has not been paid and has been accrued as a payable.

Directors' Compensation

During the fiscal year ended December 31, 2005 no fees were paid to our
Director.


Employment Contracts

On January 2, 2004, the Company entered into an Employment Agreement with Mr. L.
B. (Brad) Clarke as a "senior executive" (the "Employment Agreement"). The
Employment Agreement is for a 3 year term for with annual salaries of $120,000
for 2004, $180,000 for 2005 and $240,000 for 2006. Other remuneration under the
Employment Agreement is a $700 per month automobile allowance and 30 days paid
vacation. The Employment Agreement may be terminated for "cause". Note all
salaries and automobile allowance have been accrued as payable but not paid.

                                       12
<PAGE>

On June 5 a, 2003, AMMA Corporation entered into an Amended Consulting Agreement
with Dr. Jose Gonzalo Cabanillas Coral. Such Agreement was for a three year term
at a fee of $12,000 per month to, Dr. Cabanillas, the consultant. Dr. Cabanillas
was to provide general and research services. Such Agreement was assigned to the
Organetix, Inc. on July 15, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Company) at April 13, 2005, by (i) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of the
Company as a group. Other than Mr. Clarke, each person named in the table, has
sole voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at the address of the
Company.

<TABLE>
<CAPTION>

Title of Class            Name of Beneficial Owner          Shares of Common Stock              Percent of Class
--------------            ------------------------          ----------------------              ----------------
<S>                       <C>                                       <C>                             <C>
Common                    Dr. Jose Cabanillas                       4,400,000                       5.09%
Common                    AMMA Corporation                         46,200,000                      53.48%
Common                    Stanley Druckenmiller                     4,400,000                       5.09%
Common                    L.B. (Brad) Clarke(1)
Common                    Robert C. Howell(2)                         968,000                        1.0%
Common                    John Garcia                                  25,000                     0.0003%
Directors and Officers
as a group(1)                                                      37,647,180                      43.58%
</TABLE>

(1) Mr. Brad Clarke, the sole Officer and Director of the Company, does not
directly own any shares of the Company. However, Mr. Clarke is the principal
shareholder of Amma Corporation which owns 46,200,000 shares of the Company and
Mr. Clarke is also the principal shareholder of Lennox Resources Ltd., which
owns 1,120,000 shares of the Company.

(2)In addition to the ownership indicated in the above table, Mr. Howell owns
6.49% of AMMA Corporation.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS

None.

                                       13
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibit Number Exhibit Description

3.1.2 Amendment to Articles of Incorporation
31.1  Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
31.2  Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
32.1  Certification of Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
32.2  Certification of the Chief Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

On April 10, 2006, Organetix, Inc. ("Company") retained Meyler & Company CPA
("Meyler") as its independent accountants and informed Lazar Levine & Felix LLP
("Lazar") its previous independent accountants, that it was no longer using
their services. Other than a going concern qualification and the fact that the
Company continues to owe Lazar $49,000 for services performed since January 1,
2005, Lazar's reports on the financial statements of the Company for the past
two years did not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principals. There were no disagreements with Lazar on any matter of accounting
principals or practices, financial statement disclosure, or auditing scope or
procedure.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2005, the cost for professional
services rendered for the audit of our financial statements and the review of
the Form 10-KSB aggregated $49,000.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2005.


                                   SIGNATURES

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


ORGANETIX, INC.


/s/ L. B. (Brad) Clarke
------------------------------------
Name: L. B. (Brad) Clarke
Title: Chief Executive Officer and President
Date: April 20, 2006


/s/ Robert C. Howell
------------------------------------
Name: Robert C. Howell
Title: Chief Financial Officer
Date: April 20, 2006

                                       14