**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, 2007
            Commission
                FileNumber
                000-29461





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




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




c/o
      Sichenzia Ross Friedman Ference LLP


61
      Broadway, 32 nd Fl.


New
      York,
      New York 10006


(Address
      of principal executive offices) (Zip Code)


Issuer's
      telephone number: 917-796-9926


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





Name
                of Each ExchangeTitle
                of Each Class
            on
                Which RegisteredNONE
            NONE





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





**Common
      Stock, $0.0001 par value**


(Title
      of
      Class)





Indicate
      by check mark whether the registrant is a well-known seasoned issuer as defined
      in Rule 405 of the Securities Act.  Yes £ No R





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes £ No R





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 R No £





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.   (Check one):





Large
      accelerated filer £               Accelerated
      filer £             Non-accelerated
      filer R





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act) Yes R     No £





The
      aggregate market value of the voting common stock held by non-affiliates of
      the
      registrant as of April 15, 2008 was approximately $8,281,000 based on
      110,462,380 shares of common stock. The number of shares of common stock of
      the
      registrant outstanding on April 15, 2008 was 110,462,380.










**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**HISTORY**




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




Organetix
      was a biotechnology company with an exclusive worldwide license for the formula
      of a proprietary medical discovery relating to the liver referred to as A4+L.




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, 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
      acquirer for accounting purposes.




Previously,
      the Company devoted 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.




*Change
      in Control*




On
      August
      18, 2006, AMMA Corporation and other shareholders entered into a stock purchase
      agreement with Lusierna Asset Management, as agent for various purchasers
      ("Stock Purchase Agreement"), whereby AMMA Corporation sold 51,546,000 shares
      of
      the Company's common stock. The closing of the Stock Purchase Agreement resulted
      in a change of control. As consideration for the shares and the assumption
      of
      all liabilities of the Company, AMMA Corporation received (i) cash and (ii)
      an
      assignment of certain assets of the Company. The Company did not receive any
      sales proceeds or other consideration in connection with this transaction.
      As a
      result of this change of control, the Company cancelled 23,500,040 shares of
      its
      common stock. The Company also released or paid in cash its outstanding
      liabilities in exchange for the rights to the Company’s licensing agreement.
      Accordingly, a $592,861 loss was recorded on the disposition of these assets
      and
      liabilities.




*Change
      in Management*




On
      May
      30, 2007, the Board of Directors appointed Seth Shaw as Interim President and
      Chief Executive Officer.




On
      July
      1, 2007, the Company appointed Edward Caravalho as Interim Chief Financial
      Officer. The consulting agreement is effective through December 31, 2007 and
      renews automatically for three month intervals unless terminated by either
      party. The agreement calls for the issuance of 1,600,000 shares upon inception
      and 250,000 shares per month over the life of the agreement. Subsequently,
      Mr.
      Caravalho and the Company have agreed that Mr. Caravalho shall serve in a
      consulting capacity and not as Interim Chief Financial Officer. Thus, Mr. Shaw
      is serving as the Company’s Chief Financial Officer until further notice.




On
      March
      05, 2008, Mr. Caravalho received 2,100,000 shares, pursuant to his contract
      from
      July 01, 2007. These shares were accounted for during the Fiscal year 2007
      (Also
      the Calendar Year 2007).




*Going
      Concern*




As
      shown
      in the accompanying financial statements, the Company has incurred net losses
      of
      $6,595,174 since inception. 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.




2


**ITEM
      1A.  RISK FACTORS**





You
      should carefully consider the following risk factors and the other information
      included herein as well as the information included in other reports and filings
      made with the SEC before investing in our common stock. The
      following factors, as well as other factors affecting our operating results
      and
      financial condition, could cause our actual future results and financial
      condition to differ materially from those projected. The trading price of our
      common stock could decline due to any of these risks, and you may lose part
      or
      all of your investment.





***Risks
      related to our business***





***Organetix
      has too limited of an operating history to permit investors to make reasonable
      evaluations based on past history and performance.***





Organetix
      has a limited operating hisotry. Substantially all of our revenue has been
      derived from a very limited number of projects, some of which involved a related
      party **.** We
      have
      insufficient operating history upon which an evaluation of our future
      performance and prospects can be made. Organetix cannot be certain that our
      business strategy will be successful or that we will ever be able to maintain
      or
      significantly increase revenue generating activities. Furthermore, we believe
      that it is possible that we may continue to incur operating losses and negative
      cash flow in the future.





***Organetix*** ** ***has
      limited financial resources and our auditors’ report on our financial statements
      indicates that there is significant uncertainty about our ability to continue
      as
      a going concern*** ** ***which
      may make it more difficult for us to raise capital or other financing. Absent
      financial resources we will be unable to undertake programs designed to expand
      our business.***





Organetix
      has limited financial resources and has not established a source of equity
      or
      debt financing. In addition, Organetix has not established a source of ongoing
      revenue. Our auditors indicated that there is significant uncertainty about
      our
      ability to continue as a going concern in their report on our financial
      statements for the fiscal year ended December 31, 2007 which may make it more
      difficult for us to raise capital. We will require additional revenue or funding
      to enable our president the opportunity and time to seek additional
      engagements.





If
      we are
      unable to generate revenue or obtain financing or if the financing we do obtain
      is insufficient to cover any operating losses we may incur, we may have to
      substantially curtail or terminate our operations. To date, no Organetix
      officer, director, affiliate or associate has had any preliminary contact or
      discussions with, nor are there any present plans, proposals, arrangements
      or
      understandings with any representatives of the owners of any business or company
      regarding the possibility of an acquisition or merger transaction referred
      to
      herein or otherwise.





***Shareholders
      may be diluted significantly through our efforts to obtain financing and satisfy
      obligations through issuance of additional shares of our common
      stock.***





We
      have
      no committed source of financing. On occasion our board of directors may attempt
      to use non-cash consideration to satisfy obligations. In many instances, we
      believe that the non-cash consideration will consist of shares of our stock.
      Our
      board of directors has authority, without action or vote of the shareholders,
      to
      issue all or part of the authorized but un-issued shares of common stock. In
      addition, if a trading market develops for our common stock (of which there
      can
      be no assurance), we may attempt to raise capital by selling shares of our
      common stock, possibly at a discount to market. These actions will result in
      dilution of the ownership interests of existing shareholders, may further dilute
      common stock book value, and that dilution may be material. Such issuances
      may
      also serve to enhance existing management’s ability to maintain control of
      Organetix.





***Organetix***  ***is
      and will continue to be completely dependent on the services of our president,
      Seth Shaw, the loss of whose services would likely cause our business operations
      to cease.***





Organetix’s
      business strategy is completely dependent upon the knowledge, reputation and
      business contacts of Seth Shaw, our president. If we were to lose the services
      of Mr. Shaw, it is unlikely that we would be able to continue conducting our
      business plan even if some financing is obtained. Our chief executive officer
      and sole employee, Seth Shaw, is entirely responsible for the execution of
      our
      business. He is under no contractual obligation to remain employed by us. If
      he
      should choose to leave us for any reason before we have hired qualified
      additional personnel, our operations are likely to fail.





***We
      will need additional, qualified personnel in order to expand our business.
      Without additional personnel, we will not be able to expand our
      business.***





Expanding
      our business entails increasing the number of clients served and projects
      performed. To increase these numbers, we will need to have sufficient resources
      to enable our president to have the time necessary to identify and solicit
      the
      business. We will also have to engage independent contractors to assist in
      completing the engagements. There are no assurances that we will ever obtain
      sufficient levels of cash to provide our president with the resources necessary
      to identify and solicit significantly greater number of engagements. Even if
      we
      obtained new engagements, no assurances can be given that we will be successful
      in engaging qualified independent contractors to permit us to perform the
      required work effectively and complete the engagement in a timely
      manner.




3




**ITEM
      2. DESCRIPTION OF PROPERTY**





None.





**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**





None.




4





**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.OB. The following sets forth the range of the closing bid prices for the
      Company's common stock for the period January 1, 2007 through April 14, 2008.
      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
                Close2007First
                Quarter
            
            
            0.07
            
            
            0.01Second
                Quarter
            
            
            0.13
            
            
            0.03Third
                Quarter
            
            
            0.20
            
            
            0.06Fourth
                Quarter
            
            
            0.128
            
            
            0.0452008First
                Quarter
            
            
            0.114
            
            
            0.05Second
                Quarter to April 14
            
            
            0.95
            
            
            0.07




(b)
            The
                approximate number of holders of the Common Stock of the Company
                as of
                April 15, 2007 was 1,545.





(c)
            No
                cash dividends were declared by the Company during the fiscal year
                ended
                December 31, 2007. 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.




**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.




5




The
      year
      ended December 31, 2007 was a year that Organetix entered into two distinct
      definitive merger agreements with two different companies with both thereafter
      terminated. The first definitive agreement that Organetix entered into was
      with
      ADAO Telecom, a Florida based privately held Company that specialized in the
      design and development of low cost cell phone handsets. The Companies entered
      into a definitive merger agreement in January 2007 and the deal was officially
      terminated in July of 2007. A total of $279,000 was advanced by Organetix to
      ADAO Telecom between January 2007 and June 2007. This $279,000 plus interest
      in
      currently owed to Organetix by ADAO Telecom in the form of a debenture
      (discussed above). As of December 31, 2007 the total principle plus interest
      owed to Organetix amounted to $287,614. In August of 2007, Organetix entered
      into a definitive merger agreement with KidFitness, Inc., a Long Island, N.Y.
      private held media Company engaged in multiple programs to help combat childhood
      obesity. This deal was officially terminated in September of 2007. It should
      be
      noted that both terminations were accomplished amicably and no litigation has
      arisen from these failed transactions as of this date (04/15/08).




**AGREEMENT
      WITH ADAO TELECOM, INC.**




On
      January 24, 2007, Organetix executed a definitive agreement to acquire ADAO.
      ADAO is a telephony engineering and design firm specializing in the development
      of cellular technologies that target the low-end user market segment. Under
      the
      terms of the agreement, the Company was required to invest an aggregate of
      $300,000 in ADAO prior to the closing, which was to be used specifically to
      develop a prototype to be owned by the Company. Upon successful completion
      of
      the prototype and other conditions in the proposed exchange transaction, at
      Closing, the Company would issue 73,500,000 ($.0001 par value per share)
      restricted shares of common stock of the Company equal to 53.5% of the
      outstanding shares of common stock to the shareholders of ADAO. As further
      consideration, the Company has agreed that, subsequent to Closing, it would
      increase its authorized number of shares of common stock from 150,000,000 to
      300,000,000 and change its name to ADAO Wireless, Inc. ADAO would then receive
      an additional 17,000,000 shares of the Company’s common stock.




During
      the six months ended June 30, 2007, the Company transferred $279,000 to ADAO
      as
      part of the agreement. This payment is included with Research and Development
      Expenses in the Consolidated Statement of Operations.




On
      July
      3, 2007, the Company and ADAO terminated the Exchange Agreement and executed
      a
      Mutual Termination Agreement. As part of such termination, the Company received
      a 7.5% convertible promissory note for $279,000 with interest accruing beginning
      on August 1, 2007. In the event ADAO is unable to pay back any principal and
      interest pursuant to the terms of the Note within 12 months, the Note will
      convert into 12.5% of the outstanding shares of Common Stock of ADAO. The
      Company and ADAO mutually agreed to terminate the ADAO Exchange Agreement
      because of the difficulty in agreeing on the amount of capital to be raised,
      the
      valuation of ADAO and the timing of the ultimate transaction.




**AGREEMENT
      WITH KIDFITNESS, INC.**




On
      August
      13, 2007, the Company entered into a Definitive Exchange Agreement with
      KidFitness, Inc. (“KidFitness”) to acquire all of KidFitness’s shares in
      exchange for 64% of the Company’s shares of common stock prior to the Financing
      as defined below (“Exchange”). Upon completion of the Exchange, KidFitness will
      be a wholly-owned subsidiary of the Company and will be the Company’s sole
      business focus.




In
      addition to the satisfaction of customary due diligence review and necessary
      shareholder consents, the following specific conditions must be met at or prior
      to the closing of the Exchange:




On
      October 5, 2007, the Company and KidFitness, Inc. terminated the Share Exchange
      Agreement and executed a Mutual Termination Agreement (“Termination Agreement”).
      Pursuant to the Termination Agreement, the parties thereto agreed to mutually
      release each other from any and all liabilities related to the Exchange
      Agreement. The Company and KidFitness, Inc. agreed to terminate the Exchange
      Agreement because of the difficulty, if not impossibility, of satisfying the
      necessary conditions in the Exchange Agreement.




On
      November 5, 2007, the Company borrowed $100,000 in exchange for a convertible
      promissory note (“Note”) pursuant to which the holder may convert the principal
      and interest under the Note into shares of common stock of the Company at a
      price of $.07 per share. The Note carries an interest rate of 11% and matures
      on
      November 5, 2008. The proceeds of the above loan will be used for working
      capital purposes including expenses related to finding a suitable business
      or
      asset to acquire. We may borrow additional capital on similar terms if we deem
      such a capital raise necessary to continue the operations of the
      Company.




6





**RESULTS
      OF OPERATIONS**





We
      are
      currently in the development stage and have generated no revenues to date.
      Our
      activities from inception to August 2006 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. Since August
      2006 we have been considering various business transactions, as more fully
      discussed above.





For
      the
      12 months ended December 31, 2007, the Company reported a net loss of
      $2,576,437, which was an increase from the net loss of $1,114,370 reported
      for
      the 12 months ending December 31, 2006. Included in this net loss total were
      share issuances to legal & professional, management, and consultants. The
      increase in net loss (year to year) was mainly attributable to significant
      expenses incurred by the Company in attempting to complete the two failed
      transactions mentioned above. The main expenses were: Officers' compensation
      of
      $364,750 (includes share issuance to Mr. Edward Caravalho), Research and
      Development expense of $298,998 (includes $279,000 invested into ADAO telecom),
      Consulting Fees of $1,272,926 (includes primarily share issuances to
      consultants), and professional fees of $253,021 (includes legal, accounting,
      and
      transfer agent). On a per share basis, the Company reported a net loss of $0.03
      per share (based on the number of shares outstanding at year end 2007). This
      compares with a net loss of $0.02 per share, the previous year (based on the
      number of shares outstanding at year end 2006).





Operating
      costs for the period from inception to December 31, 2007 aggregated $6,595,174.
      This includes officers’ compensation of $364,750, costs incurred in research and
      development of $1,563,154, consulting fees of $1,801,454, professional fees
      of
      $618,817 and marketing and public relations fees of $431,748. As a result of
      the
      above we realized a net loss of $(6,595,174) for the period from inception
      to December 31, 2007.




For
      the
      period from inception (May 28, 2003) to December 31, 2007, net cash used to
      fund operating activities totaled $(2,619,825), net cash used in investing
      activities totaled $(180,000) and net cash provided by financing activities
      totaled $2,799,825.




For
      the year ended December 31, 2007, net cash used to fund operating
      activities totaled $(978,999). During this period, no net cash was used in
      investing activities and net cash provided by financing activities totaled
      $978,999.




For
      the
      year ended December 31, 2006, net cash used to fund operating activities
      totaled $(28,279) and net cash provided by financing activities totaled $25,000.
      During this period, no net cash was used in investing activities.





**LIQUIDITY
      AND CAPITAL RESOURCES**




At
      year
      end December 31, 2007, the Company reported no cash on the balance sheet. While
      a total of $903,999 of private placement capital and a $75,000 bridge loan
      were
      secured during the Year 2007, the expenses over the course of the year eroded
      that capital, such that the Company had no cash by year's end. The Company
      was
      owed $287,614 by ADAO telecom at year's end, however the Company cannot count
      on
      ever being repaid this debt and therefore must raise additional capital moving
      forward in order to continue as a going concern. There is no guarantee that
      the
      Company will be able to secure sufficient capital in the future to maintain
      its
      operations, as the ability to raise capital is largely based on market
      conditions (which are not in the control of management).




As
      a
      subsequent event, during the first quarter of 2008, the Company completed a
      $310,000 equity private placement at 7.5 cents per share with 50% warrant
      coverage at 15 cents. This private placement consisted of accredited individual
      investors and one institutional investor. Part of this private placement was
      the
      conversion of the $75,000 bridge loan into $90,000 of equity, which strengthened
      the Company's balance sheet. Of this capital secured in the private placement,
      $93,500 was wired to Seafarer Exploration, Inc,, the Company that Organetix
      enetered into a Letter of Intent to acquire in December of 2007. The Company
      will likely require additional capital in order to complete the proposed
      transaction with Seafarer Exploration, Inc. There is no guarantee that the
      Company will be able to secure additional capital.




**LOAN
      TO UNIPIXEL**




In
      January of 2007, the Company loaned $100,000 to Unipixel. This loan plus accrued
      interest was repaid on February 15, 2007.




7


**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
      June 2006, the Financial Accounting Standards Board (“FASB”) issued
      Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
      defines the threshold for recognizing the benefits of tax return positions
      in
      the financial statements as “more-likely-than-not” to be sustained by the taxing
      authority. Recently issued literature also provides guidance on the
      derecognition, measurement and classification of income tax uncertainties,
      along
      with any related interest and penalties. FIN 48 also includes guidance
      concerning accounting for income tax uncertainties in interim periods and
      increases the level of disclosures associated with any recorded income tax
      uncertainties. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. The Company expects to adopt the provisions of FIN 48
      beginning in the first quarter of 2007. The Company is currently in the process
      of determining the impact, if any, of adopting the provisions of FIN 48 on
      its
      financial position, results of operations and liquidity.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
      defines fair value, establishes a framework for measuring fair value under
      other
      accounting pronouncements that permit or require fair value measurements,
      changes the methods used to measure fair value and expands disclosures about
      fair value measurements. In particular, disclosures are required to provide
      information on the extent to which fair value is used to measure assets and
      liabilities; the inputs used to develop measurements; and the effect of certain
      of the measurements on earnings (or changes in net assets). SFAS No. 157 is
      effective for fiscal years beginning after November 15, 2007 and interim periods
      within those fiscal years. Early adoption, as of the beginning of an entity’s
      fiscal year, is also permitted, provided interim financial statements have
      not
      yet been issued. The Company expects to adopt the provisions of FIN 48 beginning
      in the first quarter of 2008. The Company is currently evaluating the potential
      impact, if any, that the adoption of SFAS No. 157 will have on its consolidated
      financial statements.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
      SAB No. 108 provides guidance on how prior year misstatements should be
      considered when quantifying misstatements in the current year financial
      statements. SAB No. 108 requires registrants to quantify misstatements using
      both a balance sheet and an income statement approach and evaluate whether
      either approach results in quantifying a misstatement that, when all relevant
      quantitative and qualitative factors are considered, is material. SAB No. 108
      does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
      materiality of misstatements.





SAB
      No.
      108 is effective for fiscal years ending after November 15, 2006. Upon initial
      application, SAB No. 108 permits a one-time cumulative effect adjustment to
      beginning retained earnings. The Company adopted SAB No. 108 for the fiscal
      year
      ended December 31, 2006. Adoption of SAB No. 108 did not have a material impact
      on the consolidated financial statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* (“SFAS 159”). SFAS 159 allows entities to measure at fair value many
      financial instruments and certain other assets and liabilities that are not
      otherwise required to be measured at fair value. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007. We have not determined what
      impact, if any, that adoption will have on our results of operations, cash
      flows
      or financial position.





8




ORGANETIX,
        INC.
 
 AUDITED
        FINANCIAL STATEMENTS
 
 FOR
        THE
        YEARS ENDED DECEMBER 31, 2007 and 2006
 
 
   
 
 
 
  
 ORGANETIX,
        INC.
 A
        Development Stage Company
 
 
 
 
  Report
                  of Independent Registered Public Accounting Firm
              F-1Balance
                  Sheets as of December 31, 2007 and 2006
              F-2Statements
                  of Operations for the Years Ended December 31, 2007 and2006
                  and for the Period May 28, 2003 (Inception) to December 31,
                  2007
              F-3Consolidated
                  Statement of Shareholders' Equity (Deficit) for the Period from
                  Inception(May
                  28, 2003) to December 31, 2007
              F-4Consolidated
                  Statements of Cash Flows for the Years Ended December 31, 2007and
                  2006 and for the Period May 28, 2003 (Inception) to December 31,
                  2007
              F-6Notes
                  to Financial Statements
              F-8
  
  MEYLER
        & COMPANY, LLC
 ONE
        ARIN
        PARK
 1715
        HIGHWAY 35
 MIDDLETOWN,
        NJ 07748
 
 
 
 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, 2007 and 2006, the related statements of operations,
        shareholders' equity (deficit) and cash flows for each of the two years then
        ended and for the cumulative period May 28, 2003 (Inception) to December
        31,
        2007. 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, 2007 and 2006, and the results of its
        operations and its cash flows for each of the two years in the period ended
        December 31, 2007 and for the cumulative period May 28, 2003 (Inception)
        to
        December 31, 2007, 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 $6,595,174
        at December 31, 2007 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
        11,
        2008
 
 F-1
 
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 BALANCE
        SHEETS
  December
                  31,
              
              December
                  31,2007
              
              2006ASSETSCURRENT
                  ASSETSPrepaid
                  expenses
              
              $
              45,074
              
              $Total
                  Current Assets
              
              
              45,074Total
                  Assets
              
              $
              45,074
              
              $LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
                  LIABILITIESConvertible
                  note payable
              
              $
              75,000
              
              $Accounts
                  payable
              
              
              11,487Accrued
                  expenses
              
              
              57,775Total
                  Current Liabilities
              
              
              144,262STOCKHOLDERS’
                  EQUITY (DEFICIT)Common
                  stock, par value $0.0001, authorized150,000,000
                  shares, issued and outstanding97,932,411
                  and 62,882,447 at December 31, 2007and
                  December 31, 2006, respectively
              
              
              9,793
              
              $
              6,288Additional
                  paid-in capital
              
              
              6,486,193
              
              
              4,012,449Deficit
                  accumulated during development stage
              
              
              (6,595,174
              )
              
              (4,018,737
              )Total
                  Stockholders’ Equity (Deficit)
              
              
              (99,188
              )Total
                  Liabilities and Stockholders’ Equity (Deficit)
              
              $
              45,074
              
              $
 
  See
        accompanying notes to financial statements.
  F-2
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 
 For
                  the PeriodYear
                  Ended
              
              From
                  InceptionDecember
                  31,
              
              (May
                  28, 2003) to2007
              
              2006
              
              December
                  31, 2007REVENUESCOSTS
                  AND EXPENSESOfficers’
                  compensation
              
              $
              364,750
              
              
              
              
              $
              364,750Operating
                  expenses-research facility
              
              
              
              
              $
              36,600
              
              
              247,659Research
                  and development expenses
              
              
              298,998
              
              
              147,139
              
              
              1,563,154Consulting
                  fees
              
              
              1,272,926
              
              
              150,000
              
              
              1,801,454Professional
                  fees
              
              
              253,021
              
              
              55,296
              
              
              618,817Commissions
              
              
              26,000
              
              
              
              
              
              26,000Filing
                  fees
              
              
              2,000
              
              
              
              
              
              2,000Investor
                  relations
              
              
              30,000
              
              
              
              
              
              30,000Lock
                  up fee
              
              
              25,000
              
              
              
              
              
              25,000Website
                  expense
              
              
              14,200
              
              
              
              
              
              14,200State
                  political contributions
              
              
              10,000
              
              
              
              
              
              10,000Travel
                  and accommodations
              
              
              42,268
              
              
              9,654
              
              
              172,632Telephone
              
              
              2,720
              
              
              3,056
              
              
              38,248Interest
                  expense
              
              
              1,375
              
              
              14,280
              
              
              54,045Insurance
              
              
              
              
              
              22,816
              
              
              104,188Rent
              
              
              
              
              
              9,345
              
              
              42,410Shipping
                  expense
              
              
              
              
              
              41
              
              
              6,184Office
                  and other expense
              
              
              73,888
              
              
              32,137
              
              
              241,663Marketing
                  and public relations
              
              
              159,849
              
              
              676
              
              
              431,748Depreciation
                  and amortization expense
              
              
              
              
              
              40,469
              
              
              208,719Loss
                  on disposition of assets
              
              
              
              
              
              592,861
              
              
              592,861Total
                  Costs and Expenses
              
              
              2,576,995
              
              
              1,114,370
              
              
              6,595,732OTHER
                  INCOMEInterest
                  income
              
              
              558
              
              
              
              
              
              558NET
                  LOSS
              
              $
              (2,576,437
              )
              $
              (1,114,370
              )
              $
              (6,595,174
              )NET
                  LOSS PER COMMONSSHARE
                  (Basic and Diluted)
              
              
              ($0.03
              )
              
              ($0.01
              )
              
              ($0.08
              )WEIGHTED
                  AVERAGE SHARESOUTSTANDING
              
              
              84,544,058
              
              
              74,600,255
              
              
              80,695,664
  See
        accompanying notes to financial statements.
 F-3
   ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 
 DeficitAccumulatedAdditional
              
              
              
              
              
              During
              
              
              Stockholders’Common
                  Stock
              
              
              Paid-in
              
              
              Subscription
              
              
              Development
              
              
              EquityShares
              
              
              Amount
              
              
              Capital
              
              
              Receivable
              
              
              Stage
              
              
              (Deficit)At
                  inception (May 28, 2003)
              
              
              12,362,056
              
              $
              1,236
              
              $
              298,764
              
              
              
              
              
              
              
              $
              300,000Issuance
                  at inception to founders
              
              
              7,200,000
              
              
              720
              
              
              71,280
              
              
              (6,240
              )
              
              
              
              
              65,760Issuance
                  pursuant to privateplacement
              
              
              640,000
              
              
              64
              
              
              159,936
              
              
              
              
              
              
              
              
              160,000Assignment
                  of license agreement
              
              
              8,160,000
              
              
              816
              
              
              2,039,184
              
              
              
              
              
              
              
              
              2,040,000Additional
                  shares issued pursuantto
                  merger
              
              
              48,000,000
              
              
              
              
              
              4,800
              
              
              (4,800
              )Net
                  loss from inception toDecember
                  31, 2003
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (394,682
              )
              
              (394,682
              )Balance,
                  December 31, 2003
              
              
              76,362,056
              
              
              7,636
              
              
              2,564,364
              
              
              (6,240
              )
              
              (394,682
              )
              
              2,171,07810%
                  stock dividend
              
              
              3,017,584
              
              
              302
              
              
              (302
              )Issuance
                  of shares for cash
              
              
              1,000,000
              
              
              100
              
              
              124,900
              
              
              
              
              
              
              
              
              125,000Regulation
                  S offering
              
              
              855,400
              
              
              86
              
              
              97,971
              
              
              
              
              
              
              
              
              98,057Issuance
                  of shares for cash
              
              
              203,038
              
              
              20
              
              
              20,084
              
              
              
              
              
              
              
              
              20,104Issuance
                  of cash for cash
              
              
              3,381,552
              
              
              338
              
              
              236,367
              
              
              
              
              
              
              
              
              236,705Shares
                  issued in lieu of paymentfor
                  legal services
              
              
              142,857
              
              
              14
              
              
              9,986
              
              
              
              
              
              
              
              
              10,000Additional
                  cash contributionsreceived
                  by per agreement
              
              
              
              
              
              
              
              
              500,000
              
              
              
              
              
              
              
              
              500,000Stock
                  subscription received
              
              
              
              
              
              
              
              
              
              
              
              6,240
              
              
              
              
              
              6,240Services
                  received by Company-paid
                  for by common sharespreviously
                  issued and held inescrow
              
              
              
              
              
              
              
              
              131,970
              
              
              
              
              
              
              
              
              131,970Net
                  loss for year endedDecember
                  31, 2004
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,240,326
              )
              
              (1,240,326
              )Balance,
                  December 31, 2004
              
              
              84,962,487
              
              
              8,496
              
              
              3,685,340
              
              
              
              
              
              (1,635,008
              )
              
              2,058,828
 
 See
        accompanying notes to financial statements.
  F-4
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)
  DeficitAccumulatedAdditional
                
                
                
                
                
                During
                
                
                Stockholders’Common
                    Stock
                
                
                Paid-in
                
                
                Subscription
                
                
                Development
                
                
                EquityShares
                
                
                Amount
                
                
                Capital
                
                
                Receivable
                
                
                Stage
                
                
                (Deficit)Balance,
                    December 31, 2004
                
                
                84,962,487
                
                $
                8,496
                
                $
                3,685,340
                
                
                
                
                $
                $(1,635,008
                )
                $
                2,058,828Additional
                    cash contributionsreceived
                    by the Companyper
                    agreement
                
                
                
                
                
                
                
                
                124,000
                
                
                
                
                
                
                
                
                124,000Issuance
                    of shares as additionalconsideration
                    for convertibleloan
                
                
                150,000
                
                
                15
                
                
                22,485
                
                
                
                
                
                
                
                
                22,500Services
                    received by Company-paid
                    for by common sharespreviously
                    issued and heldin
                    escrow
                
                
                1,270,000
                
                
                127
                
                
                153,274
                
                
                
                
                
                
                
                
                153,401Net
                    loss for year endedDecember
                    31, 2005
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,269,359
                )
                
                (1,269,359
                )Balance,
                    December 31, 2005
                
                
                86,382,487
                
                
                8,638
                
                
                3,985,099
                
                
                
                
                
                (2,904,367
                )
                
                1,089,370Cancellation
                    of common stock
                
                
                (23,500,040
                )
                
                (2,350
                )
                
                2,350Contribution
                    of services
                
                
                
                
                
                
                
                
                25,000
                
                
                
                
                
                
                
                
                25,000Net
                    loss for year endedDecember
                    31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,114,370
                )
                
                (1,114,370
                )Balance
                    December 31, 2006
                
                
                62,882,447
                
                
                6,288
                
                
                4,012,449
                
                
                
                
                
                (4,018,737
                )Issuance
                    of shares in privatePlacement
                
                
                23,799,964
                
                
                2,380
                
                
                901,619
                
                
                
                
                
                
                
                
                903,999Issuance
                    of shares for consultingservices
                
                
                11,250,000
                
                
                1,125
                
                
                1,572,125
                
                
                
                
                
                
                
                
                1,573,250Net
                    loss for year endedDecember
                    31, 2007
                
                
                (2,576,437
                )
                
                
                
                
                
                
                
                
                
                
                (2,576,437
                )Balance,
                    December 31, 2007
                
                
                97,932,411
                
                $
                9,793
                
                $
                6,486,193
                
                $
                
                
                $
                (6,595,174
                )
                $
                (99,188
                )
 See
        accompanying notes to financial statements.
 F-5
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 
 For
                  the PeriodYear
                  Ended
              
              From
                  InceptionDecember
                  31,
              
              (May
                  28, 2003) to2007
              
              2006
              
              December
                  31, 2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (2,576,437
              )
              $
              (1,114,370
              )
              $
              (6,595,174
              )Adjustments
                  to reconcile net loss to net cashprovided
                  by operating activities:Depreciation
                  and amortization
              
              
              
              
              
              40,469
              
              
              208,719Loss
                  on disposition of assets
              
              
              
              
              
              592,861
              
              
              592,861Compensatory
                  shares
              
              
              324,111Stock
                  based compensation
              
              
              1,493,250
              
              
              
              
              
              1,493,250Amortization
                  of prepaid consulting
              
              
              34,926
              
              
              
              
              
              34,926Changes
                  in assets and liabilities:Decrease
                  in prepaid expenses
              
              
              
              
              
              (24,555
              )
              
              (43,414
              )Increase
                  in accounts payable
              
              
              11,487
              
              
              197,004
              
              
              365,643Increase
                  in accrued salaries to officers
              
              
              
              
              
              225,000
              
              
              708,966Increase
                  in accrued expenses
              
              
              57,775
              
              
              
              
              
              57,775Increase
                  in due to shareholders
              
              
              
              
              
              42,793Increase
                  in accrued interest
              
              
              
              
              
              12,519
              
              
              28,239Increase
                  in due to related parties
              
              
              
              
              
              
              
              
              204,273Net
                  cash used in operating activities
              
              
              (978,999
              )
              
              (28,279
              )
              
              (2,619,825
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPayment
                  regarding license
              
              
              
              
              
              
              
              
              (150,000
              )Capital
                  expenditures
              
              
              
              
              
              
              
              
              (30,000
              )Net
                  cash used in investing activities
              
              
              
              
              
              
              
              
              (180,000
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESIssuance
                  of common stock to founders
              
              
              
              
              
              
              
              
              65,760Issuance
                  of common stock in private placement
              
              
              903,999
              
              
              
              
              
              903,999Additional
                  contribution of capital
              
              
              
              
              
              25,000
              
              
              1,288,866Cash
                  received in merger
              
              
              
              
              
              
              
              
              300,000Convertible
                  note payable
              
              
              
              
              
              
              
              
              150,000Note
                  payable to individual
              
              
              75,000
              
              
              
              
              
              91,200Net
                  cash provided by financing activities
              
              
              978,999
              
              
              25,000
              
              
              2,799,825DECREASE
                  IN CASH
              
              
              
              
              
              (3,279
              )CASH
                  AT BEGINNING OF YEAR
              
              
              
              
              
              3,279CASH
                  AT END OF YEAR
              
              $
              
              
              $
              
              
              $
 
 See
        accompanying notes to financial statements.
  F-6
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
  For
                      the PeriodFor
                      the Year Ended
                  
                  From
                      InceptionDecember
                      31,
                  
                  (May
                      28, 2003) to2007
                  
                  2006
                  
                  December
                      31, 2007SUPPLEMENTAL
                      DISCLOSURES OF CASH FLOWINFORMATIONNON-CASH
                      FINANCING ACTIVITIESCancellation
                      of common stock
                  
                  
                  
                  
                  
                  2,350
   See
            accompanying notes to financial statements.
  F-7
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        1 -
        DESCRIPTION OF COMPANY/OPERATIONS, GOING CONCERN AND CHANGE OF
        CONTROL
 
 Organetix,
        Inc. ("the Company" or "Organetix"), a Delaware Corporation, was incorporated
        on
        May 28, 2003.
 
 Organetix
        was a biotechnology company with an exclusive worldwide license for the formula
        of a proprietary medical discovery relating to the liver referred to as A4+L.
 
 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.
 
 Previously,
        the Company devoted 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.
 
 Change
        in Control
 
 On
        August
        18, 2006, AMMA Corporation and other shareholders entered into a stock purchase
        agreement with Lusierna Asset Management, as agent for various purchasers
        ("Stock Purchase Agreement"), whereby AMMA Corporation shall sold 51,546,000
        shares of the Company's common stock. The closing of the Stock Purchase
        Agreement resulted in a change of control. As consideration for the shares
        and
        the assumption of all liabilities of the Company, AMMA Corporation received
        (i)
        cash and (ii) an assignment of certain assets of the Company. The Company
        did
        not receive any sales proceeds or other consideration in connection with
        this
        transaction. As a result of this change of control, the Company cancelled
        23,500,040 shares of its common stock. The Company also released or paid
        in cash
        its outstanding liabilities in exchange for the rights to the Company’s
        licensing agreement. Accordingly, a $592,861 loss was recorded on the
        disposition of these assets and liabilities.
 
 Change
        in Management
 
 On
        May
        30, 2007, the Board of Directors appointed Seth Shaw as Interim President
        and
        Chief Executive Officer.
 
 On
        July
        1, 2007, the Company appointed Edward Caravalho as Interim Chief Financial
        Officer. The consulting agreement is effective thru December 31, 2007 and
        renews
        automatically for three month intervals unless terminated by either
        party.  The agreement calls for the issuance of 1,600,000 shares upon
        inception and 250,000 shares per month over the life of the agreement.
        Subsequently, Mr. Caravalho and the Company have agreed that Mr. Caravalho
        shall
        serve in a consulting capacity and not as Interim Chief Financial Officer.
        Thus,
        Mr. Shaw is serving as the Company’s Chief Financial Officer until further
        notice.
 
 
 F-8
 
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        1 -
        DESCRIPTION OF COMPANY/OPERATIONS, GOING CONCERN AND CHANGE OF CONTROL (CONTINUED)
 
 Going
        Concern
 
 As
        shown
        in the accompanying financial statements, the Company has incurred net losses
        of
        $6,595,174 since inception. 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.
 
 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.
 
 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.
 
 Statements
        of Cash Flows
 
 For
        purposes of the statement of cash flows the Company considers all highly
        liquid
        investments purchased with an original maturity of three months or less to
        be
        cash equivalents.
 
 Fair
        Value of Financial Instruments
 
 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.
 
 Research
        and Development Expenses
 
 Research
        and development costs are charged to expense when incurred and aggregated
        $298,998 and $147,139 for the years ended December 31, 2007 and 2006,
        respectively.
 
 F-9
 
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        2 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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.
 
 Net
        Loss per Share
 
 Basic
        and
        diluted earnings (loss) per common share are computed using the weighted
        average
        number of shares of common stock outstanding for the period.
 
 Recent
        Accounting Pronouncements
 
 In
        June 2006, the Financial Accounting Standards Board (“FASB”) issued
        Interpretation 48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48
        defines the threshold for recognizing the benefits of tax return positions
        in
        the financial statements as “more-likely-than-not” to be sustained by the taxing
        authority. Recently issued literature also provides guidance on the
        derecognition, measurement and classification of income tax uncertainties,
        along
        with any related interest and penalties. FIN 48 also includes guidance
        concerning accounting for income tax uncertainties in interim periods and
        increases the level of disclosures associated with any recorded income tax
        uncertainties. FIN 48 is effective for fiscal years beginning after
        December 15, 2006. The Company is currently in the process of determining
        the impact, if any, of adopting the provisions of FIN 48 on its financial
        position, results of operations and liquidity.
  In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
        defines fair value, establishes a framework for measuring fair value under
        other
        accounting pronouncements that permit or require fair value measurements,
        changes the methods used to measure fair value and expands disclosures about
        fair value measurements. In particular, disclosures are required to provide
        information on the extent to which fair value is used to measure assets and
        liabilities; the inputs used to develop measurements; and the effect of certain
        of the measurements on earnings (or changes in net assets). SFAS No. 157
        is
        effective for fiscal years beginning after November 15, 2007 and interim
        periods
        within those fiscal years. Early adoption, as of the beginning of an entity’s
        fiscal year, is also permitted, provided interim financial statements have
        not
        yet been issued. The Company expects to adopt the provisions of FIN 48 beginning
        in the first quarter of 2008. The Company is currently evaluating the potential
        impact, if any, that the adoption of SFAS No. 157 will have on its consolidated
        financial statements.
  In
        February 2007, the FASB issued SFAS No. 159, *The
        Fair Value Option for Financial Assets and Financial Liabilities* (“SFAS 159”).
        SFAS 159 allows entities to measure at fair value many financial
        instruments and certain other assets and liabilities that are not otherwise
        required to be measured at fair value. SFAS 159 is effective for fiscal
        years beginning after November 15, 2007. We have not determined what
        impact, if any, that adoption will have on our results of operations, cash
        flows
        or financial position.
 
 F-10
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        3 -
        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 notes were 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 notes bear interest at the rate of 20%
        per
        annum and were due within 90 days of the note date. These notes are currently
        in
        default. Additionally, these individuals received 150,000 shares of the
        Company's restricted common stock as additional consideration for making
        an
        unsecured loans 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 accrued interest.
 
 As
        part
        of the stock purchase agreement discussed under Change of Control in Note
        1,
        this convertible note payable was assumed and repaid by AMMA
        Corporation.
 
 NOTE
        4 -
        CONVERTIBLE NOTE PAYABLE
 
 On
        October 31 2007, the Company borrowed $75,000 under convertible notes from
        an
        individual who is also a shareholder of the Company for working capital in
        order
        to continue operations. The loan bears interest at 11%, is convertible into
        common stock at $0.07 per share and matures on October 31, 2008.
 
 On
        January 15, 2008, the convertible notes and accrued interest were converted
        into
        common stock.
 
 NOTE
        5 -
        RELATED PARTY TRANSACTIONS
 
 At
        December 31, 2005 the Company was indebted to the President, Chief Executive
        Officer and Director through his related companies for $161,480. This amount
        represented advances for working capital in order to continue operations.
        These
        advances were non-interest bearing, had no specific maturity date and were
        unsecured. As part of the stock purchase agreement discussed under Change
        of
        Control in Note 1, these liabilities were assumed by AMMA
        Corporation.
 
 NOTE
        6 -
        INCOME TAXES
 
 Deferred
        tax assets and liabilities consist of the following:
 
  
 
 December
                  31,
              
              
              December
                  31,2007
              
              
              2006Deferred
                  tax asset - net operating loss carry forwards
              
              $
              1,657,000
              
              $
              985,000Less:
                  valuation allowance
              
              
              (1,657,000
              )
              
              (985,000
              )Net
                  deferred tax asset
  
 
 F-11
 
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        6 -
        INCOME TAXES (CONTINUED)
 
 At
        December 31, 2007 and 2006, the Company had approximately $6,375,000 and
        $3,800,000 respectively of net operating loss carry forwards available, expiring
        in years beginning in 2021. The Company has provided a 100% valuation allowance
        on the deferred tax assets at December 31, 2007 and 2006 to reduce such asset
        to
        zero, since there is no assurance that the Company will generate future taxable
        income to utilize such asset. Management reviews this valuation allowance
        requirement periodically and makes adjustments as warranted.
 
 NOTE
        7 -
        ASSIGNMENT OF LICENSE AND CONSULTING AGREEMENTS
 
 License
        Agreement
 
 On
        July
        15, 2003, Amma Corporation, 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
        Corporation 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 granted
        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 required that the Company pay a royalty equal to 3%
        of
        gross sales and sublicensing revenues to Dr. Cabanillas.
 
 As
        part
        of the stock purchase agreement discussed under Change of Control in Note
        1,
        this licensing agreement was exchanged with Amma Corporation as part of the
        change of control.
 
 Consulting
        Agreement
 
 Concurrently
        with the assignment of the license agreement described above, Amma Corporation
        also assigned its consulting agreement, dated June 1, 2001, with Dr. Cabanillas
        to the Company.
 
 This
        agreement, which expired on June 1, 2006, required that Dr. Cabanillas provide
        general and research duties as requested, in exchange for a monthly fee of
        $12,000.
 
 NOTE
        8 -
        SHAREHOLDERS' EQUITY (DEFICIT)
 
 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, (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 9). 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.
 
 F-12
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        8 -
        SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
 
 In
        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
        were 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 3). In August 2005, 470,000 shares of common
        stock
        valued 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.
 
 As
        part
        of the stock purchase agreement discussed under Change of Control in Note
        1, the
        Company cancelled 23,400,040 shares of common stock.
 
 During
        2006, the Company received $25,000 in contributed legal services.
 
 During
        2007, the Company sold 17,466,630 shares of its common stock at $0.03 in
        a
        private placement and received proceeds of $523,999 and 6,333,335 shares
        of its
        common stock at $0.06 in a private placement and received proceeds of
        $380,000.
 
 On
        February 15, 2007, the Company entered into non-exclusive agreements with
        Mr.
        David Lewis and Mr. Aaron Foley to serve on the Corporation’s Board of Advisors.
        Messrs. Lewis and Foley shall serve as Advisors until the earlier of February
        15, 2009 or the date that any Advisor is removed from the Board.  As
        compensation for participation on the Board of Advisors, Messrs. Lewis and
        Foley
        each received 500,000 shares of the Corporation’s common stock.  Such
        shares were recorded at their fair value of $0.08 per share and are being
        amortized over the life of the agreements.
 
 During
        the year ended December 31, 2007, the Company authorized 11,250,000 shares
        of
        common stock as compensation and for services rendered. These shares were
        recorded at their fair market value of $ 1,573,250.
 
 F-13
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        8 -
        SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
 
 Included
        in shares of common stock issued and outstanding at December 31, 2007 are
        2,766,664 shares authorized for issuance by the Directors of the Company
        which
        have not been issued by the Company.
 
 NOTE
        9 -
        COMMITMENTS
 
 Lease
 
 Office
        space is also provided in New York by the Company's attorneys, at no cost.
 
 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 was for a 3-year term and provided 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.
        As
        part of the stock purchase agreement discussed under Change of Control in
        Note
        1, these liabilities were assumed by AMMA Corporation.
 
 As
        discussed in Note 1, on May 30, 2007, the Company entered into an employment
        agreement with Seth Shaw as its Interim President and Chief Executive Officer.
        The employment agreement calls for montly payments of $7,500 and extends
        through
        May 30, 2008.
 
 Consulting
        Agreement
 
 On
        September 1, 2007, the Company entered into a 12 month agreement with Safier
        Enterprises LLC for $5,000 per month in cash plus a commitment of up to
        3,000,000 shares to be earned based on performance. No shares have been issued
        to date.
 
 NOTE
        10 -
        LOAN TO UNIPIXEL
 
 In
        January of 2007, the Company loaned $100,000 to Unipixel.  This loan
        plus accrued interest was repaid on February 15, 2007.
 
 NOTE
        11-
        AGREEMENT WITH VOLIUS, INC.
 
 On
        September 26, 2006, the Company entered into a letter of intent with Volius,
        Inc. ("Volius") to acquire all of Volius' assets in exchange for 50.5% of
        the
        company's shares of common stock or approximately 63,511,270 shares.
        Contemporaneous with the effectiveness of the merger, the Company was required
        to raise between $4,000,000 and $6,000,000 to fund the operations of the
        newly
        merged company on mutually agreeable terms.
 
 On
        January 18, 2007, the Company terminated its Letter of Intent to merge with
        Volius because the Company and Volius could not agree on the amount of capital
        to be raised, the valuation of Volius, and the timing of the ultimate
        transaction.
 
 F-14
  ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 NOTE
        12 -
        AGREEMENT WITH ADAO TELECOM, INC.
 
 On
        January 24, 2007, Organetix executed a definitive agreement to acquire
        ADAO.  ADAO is a telephony engineering and design firm specializing in the
        development of cellular technologies that target the low-end user market
        segment.  Under the terms of the agreement, the Company was required to
        invest an aggregate of $300,000 in ADAO prior to the closing, which was to
        be
        used specifically to develop a prototype to be owned by the
        Company.  Upon successful completion of the prototype and other
        conditions in the proposed exchange transaction, at Closing, the Company
        would
        issue 73,500,000 ($.0001 par value per share) restricted shares of common
        stock
        of the Company equal to 53.5% of the outstanding shares of common stock to
        the
        shareholders of ADAO.  As further consideration, the Company has agreed
        that, subsequent to Closing, itwould increase its authorized number of
        shares of common stock from 150,000,000 to 300,000,000 and change its name
        to
        ADAO Wireless, Inc. ADAO would then receive an additional 17,000,000 shares
        of the Company’s common stock.
 
 During
        the six months ended June 30, 2007, the Company transferred $213,999 to ADAO
        as
        part of the agreement.  This payment is included with Research and
        Development Expenses in the Consolidated Statement of Operations.
 
 On
        July
        3, 2007, the Company and ADAO terminated the Exchange Agreement and executed
        a
        Mutual Termination Agreement.  As part of such termination, the
        Company received a 7.5% convertible promissory note for $279,000 with interest
        accruing beginning on August 1, 2007.  In the event ADAO is unable to
        pay back any principal and interest pursuant to the terms of the Note within
        12
        months, the Note will convert into 12.5% of the outstanding shares of Common
        Stock of ADAO. The Company and ADAO mutually agreed to terminate the ADAO
        Exchange Agreement because of the difficulty in agreeing on the amount of
        capital to be raised, the valuation of ADAO and the timing of the ultimate
        transaction.
 
 NOTE
        13 -
        AGREEMENT WITH KIDFITNESS, INC.
 
 On
        August
        13, 2007, the Company entered into a Definitive Exchange Agreement with
        KidFitness, Inc. (“KidFitness”) to acquire all of KidFitness’s shares in
        exchange for 64% of the Company’s shares of common stock prior to the Financing
        as defined below (“Exchange”). Upon completion of the Exchange, KidFitness will
        be a wholly-owned subsidiary of the Company and will be the Company’s sole
        business focus.
 
 ·
              The
                  Company and KidFitness must agree on the final terms and documentation
                  related to a financing of $7,000,000 to $12,000,000 through the
                  sale of
                  the Company’s common stock in a private placement (“Financing”) and the
                  Financing minimum must close contemporaneous with the closing of
                  the
                  Exchange. The proceeds of the Financing will be used for the operation
                  and
                  continued growth of the combined company as well as to pay off
                  existing
                  debts of KidFitness.
 
 ·
              Messrs.
                  Paul Neville and Anthony Barrasso must be appointed to the Board
                  of
                  Directors of the Company.·
              The
                  Company must enter into employment contracts with KidFitness management,
                  the terms of which shall be mutually acceptable to all
                  parties.
 
 On
        October 5, 2007, the Company and KidFitness, Inc. terminated the Share Exchange
        Agreement and executed a Mutual Termination Agreement (“Termination Agreement”).
        Pursuant to the Termination Agreement, the parties thereto agreed to mutually
        release each other from any and all liabilities related to the Exchange
        Agreement.  The Company and KidFitness, Inc. agreed to terminate the
        Exchange Agreement
   F-15
 ORGANETIX,
        INC.
 (A
        Development Stage Company)
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 DECEMBER
        31, 2007 AND 2006
 
 
 
 NOTE
        13 -
        AGREEMENT WITH KIDFITNESS, INC. (Continued)
 
 because
        of the difficulty, if not impossibility, of satisfying the necessary conditions
        in the Exchange Agreement.
 
 On
        November 5, 2007, the Company borrowed $100,000 in exchange for a convertible
        promissory note (“Note”) pursuant to which the holder may convert the principal
        and interest under the Note into shares of common stock of the Company at
        a
        price of $.07 per share. The Note carries an interest rate of 11% and matures
        on
        November 5, 2008. The proceeds of the above loan will be used for working
        capital purposes including expenses related to finding a suitable business
        or
        asset to acquire. The Company may borrow additional capital on similar terms
        if
        we deem such a capital raise necessary to continue the operations of the
        Company.
 
 NOTE
        14 -
        AGREEMENT WITH SEAFARER EXPLORATION, INC.
 
 On
        January 23, 2008, the Company announced that it completed a $310,000 equity
        private placement financing. Proceeds from this private placement will be
        used
        to complete the pending transaction with Florida based Seafarer Exploration,
        Inc. ("Seafarer"). Under terms of the previously executed Memorandum of
        Understanding ("MOU") with Seafarer, Organetix is required to contribute
        a
        minimum of $150,000 and a maximum of $600,000 to the Combined Company. The
        final
        percentage ownerships of the Combined Company, will vary based upon the amount
        of cash contributed by Organetix shareholders. The terms of this private
        placement were as follows: Restricted shares were purchased from the Company
        at
        a price of 0.075 cents per share, with 1/2 warrant (50% coverage) at a strike
        price of 15 cents per share. The warrants expire after 12 months, at close
        of
        business on January 31, 2009. There have been no registration rights offered
        in
        conjunction with this private placement.
 
 NOTE
        15 -
        SUBSEQUENT EVENT
 
 During
        the first quarter of 2008, the Company completed a $310,000 equity private
        placement at 7.5 cents per share with 50% warrant coverage at 15 cents. 
This private placement consisted of accredited individual investors and one
        institutional investor.  Part of this private placement was the conversion
        of the $75,000 bridge loan into $90,000 of equity, which strengthened the
        Company's balance sheet.  Of this capital secured in the private placement,
        $93,500 was wired to Seafarer Exploration, Inc,, the Company that Organetix
        entered into a Letter of Intent to acquire in December of 2007.  The
        Company will likely require additional capital in order to complete the proposed
        transaction with Seafarer Exploration, Inc.  There is no guarantee that the
        Company will be able to secure additional capital.
 
 F-16


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





Our
      accountants are Meyler & Company, 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**




**ITEM8A(T).**
              **CONTROLS
                  AND PROCEDURES**
 
 Evaluation
        of Disclosure Controls and Procedures
 
 We
        maintain "disclosure controls and procedures," as such term is defined in
        Rules
        13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
        Act"), that are designed to ensure that information required to be disclosed
        by
        us in reports that we file or submit under the Exchange Act is recorded,
        processed, summarized, and reported within the time periods specified in
        Securities and Exchange Commission rules and forms, and that such information
        is
        accumulated and communicated to our management, including our Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure. In designing and evaluating our disclosure
        controls and procedures, management recognized that disclosure controls and
        procedures, no matter how well conceived and operated, can provide only
        reasonable, not absolute, assurance that the objectives of the disclosure
        controls and procedures are met. Additionally, in designing disclosure controls
        and procedures, our management was required to apply its judgment in evaluating
        the cost-benefit relationship of possible disclosure controls and procedures.
        The design of any disclosure controls and procedures also is based in part
        upon
        certain assumptions about the likelihood of future events, and there can
        be no
        assurance that any design will succeed in achieving its stated goals under
        all
        potential future conditions.
 
 As
        of
        December 31, 2007, we carried out an evaluation, under the supervision and
        with
        the participation of our Chief Executive Officer and Chief Financial Officer,
        of
        the effectiveness of the design and operation of our disclosure controls
        and
        procedures. Based on this evaluation, our Chief Executive Officer and Chief
        Financial Officer concluded that our disclosure controls and procedures were
        effective in ensuring that information required to be disclosed by us in
        our
        periodic reports is recorded, processed, summarized and reported, within
        the
        time periods specified for each report and that such information is accumulated
        and communicated to our management, including our principal executive and
        principal financial officers, or persons performing similar functions, as
        appropriate to allow timely decisions regarding required
        disclosure.
 
 Management’s
        Evaluation on Internal Control over Financial Reporting.
 
 Management
        is responsible for establishing and maintaining adequate internal control
        over
        financial reporting. Internal control over financial reporting is under the
        supervision of the Company’s principal executive and principal financial officer
        and attempts to provide reasonable assurance regarding the reliability of
        financial reporting and the preparation of financial statements for external
        purposes in accordance with GAAP to provide reasonable assurances
        that:
 
 l
              Maintenance
                  of records is in reasonable detail and accurately and fairly reflect
                  our
                  transactions and dispositions of our
                  assets;
 
 l
              Transactions
                  are recorded as necessary to permit preparation of our financial
                  statements in accordance with GAAP, and that receipts and expenditures
                  are
                  being made only in accordance with authorizations of our management
                  and
                  directors; and
 
 l
              The
                  Company can detect on a timely basis any unauthorized acquisition,
                  use or
                  disposition of our assets that could have a material effect on
                  the
                  financial statement.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. It should be noted that any system of internal
        control, however well designed and operated, can provide only reasonable,
        and
        not absolute, assurance that the objectives of the system will be met. Also,
        projections of any evaluation of effectiveness to future periods are subject
        to
        the risk that controls may become inadequate because of changes in conditions,
        or that the degree of compliance with the policies or procedures may
        deteriorate.
 
 Under
        the
        supervision and with the participation of our management, including our
        President, Chief Executive Officer, Chief Financial Officer and financial
        consultant, we conducted an assessment of the effectiveness of our internal
        control over financial reporting based on criteria publicly available in
        “Internal Control-Integrated Framework Executive Summary” issued by the
        Committee of Sponsoring Organizations of the Treadway Commission (COSO),
        as of
        December 31, 2007.
 
 A
        material weakness is a control deficiency, or combination of control
        deficiencies, that results in more than a remote likelihood that a material
        misstatement of annual or interim financial statements will not be prevented
        or
        detected. In connection with the assessment described above, management
        identified the following control deficiencies that represent material weaknesses
        at December 31, 2007:
 
 l
              Due
                  to the Company’s limited resources, the Company has insufficient personnel
                  resources and technical accounting and reporting expertise to properly
                  address all of the accounting matters inherent in the Company’s financial
                  transactions. The Company relies on an outside consultant to enter
                  all of
                  the Company’s financial transactions in the Company’s books and accounts,
                  and a separate outside accountant to prepare its quarterly financial
                  statements. Additionally, the Company does not have a formal audit
                  committee, and the Board does not have a financial expert, thus
                  the
                  Company lacks the board oversight role within the financial reporting
                  process.
 
 l
              The
                  Company’s small size and “one-person” office prohibits the segregation of
                  duties and the timely review of accounts payable, expense reporting
                  and
                  inventory management and banking information.
 
 As
        a
        result of these material weaknesses described above, management has concluded
        that, as of December 31, 2007, our internal control over financial reporting
        was
        not effective based on the publicly available criteria in “Internal
        Control-Integrated Framework” issued by COSO.
 
 Our
        President, Chief Executive Officer, Chief Financial Officer and financial
        consultant are in the process of determining how best to change our current
        system and implement a more effective system of controls, procedures to insure
        that information required to be disclosed in this annual report on Form 10-KSB
        has been recorded, processed, summarized and reported accurately. Our management
        acknowledges the existence of this problem, and intends to developed procedures
        to address them to the extent possible given limitations in financial and
        manpower resources. However, since inception, the Company has experienced
        cash
        flow problems and as a result has not had the resources to address fully
        the
        certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
        While management is working on a plan, no assurance can be made at this point
        that the implementation of such controls and procedures will be completed
        in a
        timely manner or that they will be adequate once implemented. Failure to
        develop
        adequate internal control and hiring of qualified accounting personnel may
        result in a “material weakness” in the Company’s internal control relating to
        the above activities.
 
 This
        evaluation does not include an attestation report of our independent registered
        public accounting firm regarding internal control over financial reporting.
        Management’s evaluation was not subject to attestation by our independent
        registered public accounting firm pursuant to temporary rules of the SEC
        that
        permit us to provide only management’s report in this annual
        report.
  Changes
        in Internal Controls.
  During
        the three months ended December 31, 2007, there were no changes in our internal
        control over financial reporting identified in connection with the evaluation
        required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially
        affected, or is reasonably likely to materially affect, our internal control
        over financial reporting.


**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.




9




**PART
      III**





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





**OFFICERS
      AND DIRECTORS**





On
      May
      30, 2007, the board of directors of Organetix, Inc. (the “Corporation”)
      appointed Seth Shaw as Interim President and Chief Executive Officer.  Mr.
      Shaw's duties and responsibilities as Interim President and Chief Executive
      Officer will be those that are customary to the office.




Mr.
      Shaw
      is the sole officer and director of the Company serving as our Chairman of
      the
      board of directors and executive officer. The Company's directors are elected
      at
      each Annual Meeting of Shareholders.





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





**Mr.
      Seth Shaw, Chairman of the Board, President & CEO &
Secretary**




In
      April
      of 2005, Mr. Shaw founded Novastar Resources Ltd. to focus on the acquisition
      of
      thorium properties, with the vision of the metal thorium being utilized as
      a
      more efficient, non-proliferative source of nuclear fuel, at a future point.
      Mr.
      Shaw assisted the Corporation in raising capital and was instrumental in the
      successful completion of the merger between Novastar Resources and Thorium
      Power. Mr. Shaw was retained as the Director of Strategic Planning to maintain
      Institutional Investor Relations for the firm until April 2007. He remains
      as a
      consultant to the company at the present time.  Since
      March 2007 Mr. Shaw has also held a position at Uni-Pixel, Inc., handling
      institutional investor relations. In this capacity, he has assisted management
      in enhancing market awareness with top tier institutional investors.  Previously
      Mr. Shaw helped form the biotechnology startup, Physician Therapeutics, LLC,
      in
      early 2004. He served as Interim Chief Financial Officer for more than one
      year,
      arranging the company's initial financing and assisting in the structuring
      and
      negotiation of joint ventures. That Company was subsequently acquired by
      Targeted Medical Pharma.  Mr.
      Shaw
      graduated from Cornell University in 2003 with a bachelor's degree in Policy
      Analysis Management and a concentration in Econometrics. Mr. Shaw sits on the
      boards of the Cypress Fund for World Peace and Security in Washington, D.C.
      and
      the Jewish Community Center ("JCC") in Dutchess County, New York.





**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.





During
      the fiscal year ended December 31, 2007, Mr. Seth Shaw filed one Form 3
      late.





**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 President 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, 2005 and 2006,
      respectively.




10





Summary
      Compensation Table





**Long-Term**
              **Compensation**
              **Awards**
            
            **Securities**
              **Underlying**
              **Options**
            
            **All
                Other****Name
                and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **(#)
                /SARS**
            
            **Compensation**Seth
                Shaw -
              President
                and Chief Executive Officer
            
            
            2007
            
            $
            45,000
            
            
            0
            
            
            
            
            
            0
            
            
            
            
            $
            45,000L.
                B. (Brad) Clarke -
              Chairman
                of the Board, Chief Executive Officer, President, Chief Executive
                Officer
                and Secretary1
            
            
            2005
            
            
            180,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            7,000Robert
                C. Howell - Executive Vice President & Chief Financial Officer1
            
            
            2005
            
            
            60,000
            
            
            0
            
            
            
            
            
            0
            
            
            
            
            
            0Dr.
                Jose Cabanillas - Executive Vice President - Research & Development1
            
            
            2005
            
            
            144,000
            
            
            0
            
            
            
            
            
            0
            
            
            
            
            
            0John
                Garcia - Executive Vice President Corporate Development1
            
            
            2005
            
            
            60,000
            
            
            0
            
            
            
            
            
            0Dr.
                David F Hostelley -
              Chairman
                of the Board and President2
            
            
            2006
            
            
            0
            
            
            0
            
            
            
            
            
            0
            
            
            
            
            
            0





1 Resigned
      in August 2006.




2 Resigned
      in August 2006





**Grants
      of Plan-Based Awards**





There
      were no grants of plan-based awards to named executive officers for the year
      ended December 31, 2007.





**Outstanding
      Equity Awards at Fiscal Year-End**





There
      were no Outstanding Equity Awards to named executive officers for the year
      ended
      December 31, 2007.





**Option
      Exercises and Stock Vested**





No
      executive officer identified in the Summary Compensation Table above exercised
      an option in fiscal year 2007.  There were no shares of stock awarded
      or vested with respect to any of those executive officers.





**Pension
      Benefits**





Organetix
      does not have any plan which provides for payments or other benefits at,
      following, or in connection with retirement.





**Non-qualified
      Deferred Compensation**





Organetix
      does not have any defined contribution or other plan which provides for the
      deferral of compensation on a basis that is not tax-qualified.





**Director’s
      Compensation**





During
      the fiscal year ended December 31, 2007 no fees were paid to our
      Director.





**Employment
      Contracts**





None.




11


**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 14, 2008, 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.





Title
                of Class
            
            Name
                of Beneficial Owner
            
            Shares
                of
              Common
                Stock
            
            Percent
                of ClassCommon
            
            
            Seth
                Shaw
            
            
            4,093,000
            
            
            3.71
            %All
                directors and executive officers as a group
            
            
            
            
            
            4,093,000
            
            
            3.71
            %





12




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




None.




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
      Exhibits.





Exhibit
              Number
            Exhibit
              Description  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




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Audit
      Fees





For
      the
      Company's fiscal year ended December 31, 2007, the cost for professional
      services rendered for the audit of our financial statements and the review
      of
      the Form 10-KSB aggregated approximately $12,500.





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, 2007.





13




**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/
                Seth ShawName:
                Seth ShawTitle:
                President and Chief Executive OfficerDate:
                April 15, 2008





14