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

                            FORM 10-KSB

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

     For the fiscal year ended December 31, 2004

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

     For the transition period from _________________ to __________________

                     Commission File No.  000-32393

                              eGene, Inc.
                              -----------
          (Name of Small Business Issuer in its Charter)

             NEVADA                                    87-0645507
             ------                                    ----------
  (State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
   incorporation or organization)

                              17841 Fitch
                           Irvine, CA 92614
                           ----------------
                  (Address of Principal Executive Offices)

                 Issuer's Telephone Number: (949) 250-8686

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

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

                     Common Stock, $0.001 par value
                     ------------------------------

     Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

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

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

     The Registrant's revenues for its most recent fiscal year (December 31,
2004) were: $858,110.

     Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).  Yes [ ] No [X]

     The aggregate market value of the voting stock held by non-affiliates
(9,335,598 shares) of the Registrant based on the last sale price ($1.50) of
such stock as reported by the OTCBB of the National Association of Securities
Dealers, Inc. on March 28, 2005, was approximately $14,003,397.

   The number of shares outstanding of the Registrant's common stock, as of
March 28, 2005, was 13,219,158 (actual); however, assuming all BioCal (as
defined herein) stockholders who did not perfect dissenters' rights under
its merger with and into our wholly-owned subsidiary submit their BioCal
shares for exchange under the merger, then there will be 14,698,233
outstanding shares.

   Transitional Small Business Disclosure Format (Check One):  Yes [X] No [ ]

                   DOCUMENTS INCORPORATED BY REFERENCE

         A description of "Documents Incorporated by Reference" is
contained in the Exhibit Index, Part III, Item 13, of this Annual Report.


                               eGene, Inc.
                               FORM 10-KSB
               For the Fiscal Year Ended December 31, 2004
                            TABLE OF CONTENTS

                                                                      Page

                             PART I
 Item 1.        Business
 Item 2.        Properties
 Item 3.        Legal Proceedings
 Item 4.        Submission of Matters to a Vote of Security Holders

                            PART II
 Item 5.        Market for Registrant's Common Stock, Related
                Stockholder Matters and Issuer Purchases of Equity
                Securities
 Item 6.        Management's Discussion and Analysis of Financial
                Condition and Results of Operations
 Item 7.        Financial Statements and Supplementary Data
 Item 8.        Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure
 Item 8a.       Controls and Procedures
 Item 8b.       Other Information

                            PART III
 Item 9.        Directors and Executive Officers of the Registrant
 Item 10.       Executive Compensation
 Item 11.       Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
 Item 12.       Certain Relationships and Related Transactions
 Item 14.       Principal Accountant Fees and Services.
 Item 15.       Exhibits, Financial Statement Schedules and Reports on
                Form 8-K
 Signatures
 Ex- .. Consent of Mantyla McReynolds, CPA's
 Ex- .. Certification of CEO
 Ex- .. Certification of CFO
 Ex- .. Certification pursuant to Section 906 CEO
 Ex- .. Certification pursuant to Section 906 CFO

                  FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. Statements are
forward-looking statements with respect to our goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business, including, without limitation, (i) our ability to
raise capital, and (ii) statements preceded by, followed by or that include
the words "may", "would", "could", "should", "expects", "projects",
"anticipates", "believes", "estimates", "plans", "intends", "targets" or
similar expressions.  Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond our Company's
control) that could cause actual results to differ materially from those set
forth in the forward-looking statements, including the following, general
economic or industry conditions, nationally and/or in the communities in which
we conduct business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, other economic,
competitive, governmental, regulatory and technical factors affecting our
operations, products, services and prices.  These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Factors Affecting Operating
Results" contained in Part II, Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations," that may cause our actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels or activity, performance or
achievements expressed or implied by these forward-looking statements.

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

                            PART I

Item 1.  Business.

Overview.
---------

     We are an emerging biotechnology company that utilizes our low cost core
technologies of capillary electrophoresis, microfluidics, advanced reagent,
liquid handling and automation to create leading edge and novel genotyping DNA
fragment testing tools and RNA solutions for the biological/microbial
materials and life sciences testing industries.  Our current operations
resulted from a merger of BioCal Technology, Inc., a private California
biotechnology operating company ("BioCal"), with and into our wholly-owned
subsidiary in July of 2004.  Our objective and strategy is to provide new,
effective and superior biological testing information for improved decision
making and deliver applications and tools to these industries that we believe
will have immediate commercial relevance.  Our genotyping DNA HDA-GT12
(High-Performance DNA Analyzer) system detects, quantifies, identifies and
characterizes biological organisms.  It automates routine and non-routine
laboratory and industrial procedures such as are related to introduction of
new production and product developments, quality control, security, genetic
identity, paternity, crime, bioterrorism, pathogen detection, drug monitoring,
safety methods and productivity.

     Traditional gel electrophoresis testing experiments are labor-intensive
and can be highly dependent on operator technique, time-consuming, slow and
are often a subjective process that can take days interpreting such test
samples since a high level of skill is required.  Other existing molecular
genomic tests tend to be expensive and limiting their acceptance by users
already burdened by high costs.  Products such as our genotyping DNA HDA-GT12
system easy to use, high-throughput, low cost, repeatable and accurate DNA
fragment analysis directly deal with these problems by integrating and
automating the multiple steps required by the traditional gel electrophoresis
experiments.  Our HDA-GT12 systems address the many issues by reducing the
size of laboratories full of equipment and people through miniaturizing,
integrating and automating many laboratory processes required to carry out the
tests.

     While there are many applications critical to biological materials
management for our technology platform like the food, beverages,
environmental, sanitation, hygiene, pharmaceutical manufacturing, veterinary,
military bio-defense and research and development labs industries, among
others, we are currently addressing relevant genotyping testing applications
in major market segments of research, development and genetic testing labs;
medical schools; research hospitals; and food.  The food industry is the
largest of the industrial microbiology markets with powerful incentives for
food safety and quality.

     Our management believes that our products, technologies and applications
capabilities are uniquely capable of addressing these markets in a number of
ways.  To meet the demands of the recent fast and profound developments in
genetic research and biological materials testing a change in the way
microbiology is done was needed.  Customers need new, cost effective,
superior microbial and biological testing information for better decision
making.  For example, biochemical determinations typically require accurate
liquid measurements and precise incubation times.  When these are manually
performed, significant variations can occur in liquid dispensing and in the
duration of reaction times.  We have responded to that urgent need for
advanced systematic and detailed understanding and control of microbial
processes as well as to challenges and opportunities related thereto.  In
applying our core technologies of capillary electrophoresis, microfluidics,
advanced reagents, liquid handling and automation, we have created  highly
accurate, low cost, high-throughput, portable and novel Genomic DNA/RNA
testing tools for the biological/microbial materials and life sciences testing
industries.  Our systems offers the industry unprecedented depth and
reliability of DNA/RNA testing information at low cost, fast and unprecedented
consistent accuracy.

Distribution and Support Channels.
----------------------------------

     We are developing three channels of distribution for our products: direct
to customers, indirect through our international network of distributors; and
through our (at this stage, early and developing) original equipment
manufacturer ("OEM") channels.  Through these channels, we sell complete
systems solutions, developed by us, to end customers.  Our OEM distribution
channel is only at its very early development stage, but is an example, and is
complementary to our distribution network activities as it enables us to
extend the commercial potential of our capillary microfluidic genotyping DNA
HDA-GT12 system and advanced reagent and liquid handling technologies into new
industries and new applications with experienced commercial partners.

     In our OEM channel, we plan to provide our enabling technologies to
potential commercial partners who then typically integrate the application
solution and market them to their end customers.  By using direct, indirect
distribution and OEM channels to maximize penetration of our products and
technologies into the marketplace, we seek to position our Company as a leader
in the low cost genomics tools testing markets.

     Our goal is to work towards a full range of services to our customers
around the world.  In combination with our and our worldwide distributors'
technical support, service engineers work with customers to tailor our
products to customers' specific needs, thereby maximizing each product's
efficiency and productivity. The range of services we provide includes
technical telephone support, field engineering support for emergency and
preventative maintenance, field applications support and formal classroom
training at eGene and customer locations.  We  believe that our ability to
fashion an  infrastructure to service clients through our global service
infrastructure will be an important competitive strength of our Company and
will be a critical ingredient to growth in the near and long-term future.
Service contracts will typically be structured for one-year terms.

Access to Certain Public Information.
-------------------------------------

     We file or furnish electronically with the Securities and Exchange
Commission (or the "SEC") our annual reports on Form 10-KSB, quarterly
reports on Form 10-QSB, current reports on Form 8-K and amendments to those
reports pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  The public may read or copy any
materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549.  The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and
information statements and other filings that contain information regarding
companies that file electronically with the SEC, including our Company. The
address of that website is http://www.sec.gov.

Principal Products and Services.
--------------------------------

     Our portfolio of products includes low cost, accurate, repeatable
high-throughput testing systems and easy-to-use software that control
scheduling, integration and data management.  In addition, we expect to derive
a significant portion of revenue from service and aftermarket products,
including consumable and accessory products.

     Our low cost multichannel capillary electrophoresis system is ideal for
high-efficiency double-stranded DNA (dsDNA) fragments analysis.  This bench-
type high-performance DNA analysis (HDA) system uses fluorescence-type
detection with inexpensive solid-state light sources and nonmoving integrated
emission collection micro-optics.  DNA samples are analyzed simultaneously by
using multiple usage and disposable multicapillary cartridges, which contains
integrated capillary channels, optical fibers and an integrated sieving gel
reservoir.  The automated process includes a buffer/gel replenishment
mechanism, high voltage control of fluidics and an automated sample tray
transport capability.  Using commercially available dsDNA size markers as
indicators, eGene's HDA system provides high resolving power in approximately
ten minutes for 12  bio-separations.  The system holds 96 samples in a 96-well
polymerase chain reaction (PCR) plate, which can be automatically analyzed
within 1.3 hours.  Large quantities of biological samples can be analyzed
automatically in a short period with highly sensitive fluorescence detection.

     Our HDA-GT12  (High-Performance DNA Analyzer) System is based on a novel
and proprietary multiplexed fluorescence detection with inexpensive solid-
state light sources and micro-optical collectors, which will provide a unique
solution for DNA analysis.  Furthermore, the GC-5000 (Gel Cartridge)
containing 12 short separation channels with a built-in consumable chemical
reagent will simplify the analysis process, which has advantages over those in
the current DNA analysis market by improving speed of separation and
resolution of DNA fragments.  To operate the instrument, the user only needs
to insert the cartridge and load the 96-well sample tray and hit the run
button.  The designed instrument can handle a total of 96 DNA samples in
approximately 1.3 hours of non-stop analysis.  Because we have great
flexibility in channel design and can exert split-second computer control over
fluid flow, we have the ability to create cartridges for a multitude of
applications.  Our HDA systems miniaturize, integrate and automate experiments
with the goal of providing the benefits of improved data accuracy, reduced
cost, and higher speed, leading to expanded individual researcher capability
and improved enterprise-wide productivity.

     The proprietary and novel cartridges, i.e. GCK-5000 (Gel Cartridge
Kit), are biohazard free systems and have many advantages for DNA, RNA and PCR
product analysis as well as for protein detection.  The 12-channel Capillary
Cartridge, with an integrated Gel-Chemistry, has the separation and detection
capability, which can do 100 runs (1,200 tests).  The HDA instrument, with the
use of a GC-5000 disposable cartridge, can detect as low as 0.1 ng/ml nucleic
acid material with ultra-high resolution as small as one base nucleotide.  The
cartridge system consumes sample volumes as low as 0.02 pl.

     Samples of current product test applications:  Routine Checking in Labs
for Specific Analyses for single/multi-amplified DNA;  Genetic
profile/diseases screening; Restriction digested DNA;  Pathogens
detection/typing; Synthesized oligonucleotides;  GMO, agriculture products
detection; Plasmids insert;  DNA fingerprinting for identification;  Extracted
RNA; Food safety analysis. Our applications personnel works closely with key
customers to understand their critical application needs

     The following are key benefits of our genotyping DNA HDA-GT12 System:

     1.   Superior Data Quality and Accuracy.  This system is automated (no
need for manual sample loading), portable and desk size, and produces
reproducible and digital data for more accurate and consistent data by
reducing human error.  With higher confidence in the quality of data, our
customers can make better decisions and view results both in electropherogram
and gel-view format.

     2.   High Sensitivity, Detection and Speed. Detection (0.1 ng/il)
Sensitivity and Resolution as low as 1 bp. High and fast separation
efficiency: <10- minute CE time for 12 tests.  For example, molecular
separations may take two hours or more using conventional equipment.  Our
customers may be able to take advantage of this acceleration to increase
throughput or to complete experiments faster, depending on their needs.

     3.   Low Reagent and Labor Cost. The eGene system utilizes only a small
fraction of the usual amount of expensive reagents and also reduces labor
involved in each test.  Management believes that saving on reagent cost,
labor, grater sensitivity and detection can enable companies to expand the
scale of testing in ways that would otherwise not be feasible.  Our fully
integrated multiple usage and disposable multi-capillary cartridge guarantees
1200 tests per cartridge and with chemistry stable for up to one year, and
there is no need for gel preparation.

     4.   Expanded Individual Researcher Capability.  Because our systems can
collapse a multi-step, complex experiment into one step, management believes
that individual researchers can perform experiments previously outside their
areas of expertise.  By comparison, with conventional, non-integrated
equipment, researchers need to expand individual researcher capability.  By
comparison with conventional, non-integrated equipment, researchers need to
master the complexities of performing each individual step.

     5.   Improved enterprise-wide productivity.  We further believe our
systems can improve data quality to the point where researchers can rely on
data generated outside their laboratory or organization; and that this would
improve enterprise-wide productivity by supporting data sharing and reducing
the need to repeat experiments.  When different research groups use different
assortments of conventional equipment to perform experiments, they often
produce data that are not strictly comparable.

     6.   Miniaturization. Conventional laboratory equipment typically uses at
least a drop of fluid, 1 to 100 microliters, to perform each experiment. In
many of our capillary electrophoresis  applications, the sample volume needed
from external sources is reduced to below 1 nanoliter, an improvement of up to
100,000-fold over conventional systems.  In some processes within our
cartridge, reagents are dispensed in the microchannels in volumes down to
tens of picoliters, another 10-100 fold reduction, which speeds analysis times
and increases sample throughput.  A microliter is one millionth of a liter, a
nanoliter is one billionth of a liter and a picoliter is one trillionth of a
liter.

     7.   Integration. Integration is the compression of multiple processes
into a single process, or the inclusion of multiple functions into one device.
Today most laboratory systems perform only one or two steps of an experimental
protocol.  Our HDA systems integrate complete experiments involving half a
dozen or more steps into one continuous process.

     8.   Automation. Many laboratory experiments are performed in multiple
manual steps.  With our HDA systems, entire experiments can be automated and
performed inside our cartridge using one instrument, freeing up valuable
research time and laboratory space and are high speed.

     9.   We believe our HDA systems can accelerate some experiments as much
as 100-fold or more, depending on the application.  For example, molecular
separations such as electrophoresis may take hours using conventional
equipment.  On our HAD system we can perform these separations in less than
one minute.  Another example is that chemical reactions are routinely
incubated for 30 minutes or more before the results are determined.  Often,
these long incubation periods are necessary only to provide sufficient time
for manual steps to be performed on large numbers of samples.  By integrating
sample processing and detection, we can perform reactions in one minute or
less and achieve comparable results.  Our customers may be able to take
advantage of this acceleration to increase throughput or to complete
experiments faster, depending on their needs.

     10.  Expanded Individual Researcher Capability. Because our HDA systems
can collapse a multi-step, complex experiment into one step, we believe that
individual researchers can perform experiments previously outside their areas
of expertise.  By comparison, with conventional, non-integrated equipment,
researchers need to acquire the equipment and master the complexities of
performing each individual step.

     We believe that our microfluidic HDA systems have the potential to expand
the capabilities and improve the productivity of individual customers and on
an institutional level, to streamline and bring greater efficiency and speed
to product development processes.  Not all laboratory processes, however, are
ideally suited to be performed using our HDA systems.  For example, detecting
certain clinically important materials that appear in very low concentrations
in a sample, such as certain viruses, is not always practical with our
microfluidic HDA systems. This is because there is a risk that the virus will
not be present in the very small volumes employed by our HDA system.  As a
result, in certain applications, use of our microfluidic HDA system may
require the pre-processing of a sample to increase concentration.

eGene Uses of Its Skills.
-------------------------

     We use the skills of electrical engineers, optical engineers, mechanical
engineers, product designers, software engineers, molecular biologists and
chemists to create instrumentation, reagents software.  The instruments are
designed to optimize liquid handling and automation to control fluid movement
and detection functionality for our microfluidic genotyping system.  Software
engineers write computer programs to manage tasks such as controlling
functionality, collecting data, communicating between different instrument
modules.  Our applications personnel will assist customers to understand their
critical application needs.  These needs are then addressed directly by
developing specific automation configurations and software specified methods,
optimized for key applications.  We are also making it easier for our
customers to develop their own custom assays in a microfluidic format.

     Our affordable systems can be used in laboratories to replace a
considerable segment of slab gel electrophoresis for routine and high-
throughput dsDNA analysis.  Management intends to continue developing
vigorously new, lower cost versions of our genotyping systems with enhanced
features that address existing or emerging customer needs, such as novel assay
functionalities.

Partnerships.
-------------

     An important element of our growth strategy will be the formation of
strategic collaborations with other life science technology providers and our
customers.  We believe these relationships will allow us to enhance our future
market position by increasing our research and development capabilities.
Under these arrangements, we expect that our collaborators typically fund a
portion of our development costs for a particular product and work with our
research and development team to develop new products that meet the needs of
our customer base.

     We are exploring partnerships for the full development and exploration
of various infectious diseases testings such as "Hepatitis B and C," for human
Papillomaviruses (HPV) and Down Syndrome.  We have demonstrated encouraging
feasibility with our HDA system.

Backlog.
--------

      We define backlog as the total value of open orders for products and
services that management has concluded have a reasonable probability of being
delivered over the subsequent twelve month period.  Our backlog was moderate
as of December 31, 2004, because of our early transition into
commercialization of our products.  For a portion of our sales, we manufacture
product based upon our forecast of customer demand and maintain inventories in
advance of receipt of orders from our customers.  Our net sales in any given
quarter depend upon a combination of orders received in that quarter for
shipment in that quarter and shipments from backlog, and from recognition of
revenues that had been previously recorded as deferred revenue pursuant to our
revenue recognition policy.  Our products are generally shipped within forty
five days of purchase order receipt.  As a result, we do not believe that the
amount of backlog at any particular date is indicative of our future level of
sales in any succeeding quarter. Our backlog at the beginning of each quarter
does not include all product sales needed to achieve expected revenues for
that quarter.  Consequently, we are dependent on obtaining orders for products
to be shipped in the same quarter that the order is received. Moreover,
customers may reschedule shipments, and production difficulties could delay
shipments.  Accordingly, we have limited visibility of future product
shipments, and our results of operations are subject to variability from
quarter to quarter.

Dependence on One or a Few Major Customers.
-------------------------------------------

     So far into the early commercialization phase of our products, a portion
of our revenue is from a limited number of sources.  During the fiscal year
ended December 31, 2004, revenue from our Japanese and Taiwanese distributors
accounted for approximately 90% of our total revenue.  The increasing network
of our global distribution collaborations is expected to translate into
broadening of our geographical markets and customer base and as such,
management anticipates that the sources of revenue will be notably diversified
in the future.  Current customers include leading research and development
companies.

     Our nominal revenues through December 31, 2003, were derived from human
identify testing services.  We transitioned away from that service to
concentrate on advancing our genotyping DNA HDA-GT12 systems to achieve our
goal of creating a commercial systems product business.  For the year ended
December 31, 2004, only one customer accounted for more than 10% of our
overall revenues.

     Because of our potential broad customer and market base, we are not
dependent for our success or long-term survival on any single customer or
market niche.

Research and Development.
-------------------------

     We have made sizeable investments in our microfluidic and capillary
electrophoresis research since our inception, and believe that we have
established a leading position in that technology platform.  We explored
fundamental issues of capillary electrophoresis technology as early as
possible in order to find solutions to important technical challenges and seek
patent protection for our solutions. We are following a sequential approach to
our R&D projects, meaning that we are undertaking R&D projects in a sequential
manner, rather than pursuing all of our projects at the same time.  In doing
this, we are prioritizing those projects that we believe have the greatest
potential commercial value.  We are also pursuing a shared investment risk
approach to R&D in which we have our customers or potential customers share in
the expense of an R&D project.  We believe that this shared investment risk
model is important not only because it reduces our own R&D expense, but also
provides important customer validation that a particular R&D project has
potential commercial value to our customers.  Through all of these measures,
we anticipate that in the future we will be able to maintain control of our
R&D expenses.  Our product development efforts are currently focused
principally on new applications and capabilities for our existing instruments
and the development of new instrument platforms.

     Research and development expenses as of the fiscal years ended December
31, 2004, and 2003, were approximately $1.1 Million and $0.9 million,
respectively.

     We expect our research and development spending to increase at a slower
rate than increases in revenue in the future as we focus on those
opportunities with maximum commercial viability and share the funding of R&D
programs with other partners if possible and our commercial growth

Manufacturing.
--------------

     We manufacture some subassemblies ourselves and other components are made
to our specifications by outside vendors.  Our top suppliers are tracked using
procedures to insure the quality and on-time delivery of parts and
subassemblies.  The subassemblies are inspected and tested before being placed
into final product assemblies.  Our final products are then put through an
extensive testing cycle before being released for shipment.  Customer
acceptance at both our factory and the customer's site guarantees that the
system is performing to the customer's specifications.

     We manufacture all of our products in Irvine, California.  We intend to
continue to invest in our infrastructure for the manufacture and distribution
of our products and to continue to work with third parties for outsourcing
opportunities for our products.

Suppliers.
----------

     Because the manufacturing of certain of our product components and
subassemblies involves complex processes and requires long lead times, we  may
experience delays or shortages caused by suppliers.  Management believes that
alternative sources could be obtained at the same prices and on substantially
the same terms and conditions, if necessary, for most sole and limited source
parts. We maintain only a limited number of long-term supply agreements with
our suppliers.  Our reliance on a limited group of suppliers involves several
risks, including that we:

     *    may be unable to obtain an adequate supply of required components;

     *    may have reduced control over pricing and the timely delivery of
          components and subassemblies; and

     *    suppliers may be unable to develop technologically advanced
          products to support our growth and development of new systems

     However, if we were forced to seek alternative sources of supply or to
manufacture such components or subassemblies internally, we might be forced to
redesign company systems, which could prevent us from shipping our systems to
customers on a timely basis.

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

     We encounter some competition from a number of life science tools
companies in the areas of high-throughput screening, liquid handling, and bio-
separations analysis.  Management anticipates that our competitors are/will
come primarily from:

     *    companies providing competitive liquid handling, reagents and
          automation products for screening applications similar to ours,
          but based on established or emerging technologies, and incremental
          improvements to these products; and

     *    companies developing new technologies that can be used in
          applications similar to the ones that can be served by our
          technology platform of novel and proprietary multiplexed
          fluorescence detection with inexpensive solid-state light sources
          and micro-optical collectors, which will provide a unique solution
          for genotyping DNA analyses.

     In order to compete against vendors of conventional products, we will
need to demonstrate the advantages of our core technologies of capillary
electrophoresis, reagents, microfluidics, liquid handling and automation
products over alternative established technologies and products.  We will also
need to demonstrate the potential economic value of company products relative
to these conventional technologies and products.  Some of the companies that
provide products which may be optimized for genotyping applications include
the Applied Biosystems, Agilent, Amersham Biosciences, Beckman Coulter, Bio-
Rad Laboratories, PerkinElmer and Tecan.

     Other companies known to have initiated microfluidic programs include
Aclara Biosciences, Fluidigm, Microfluidic Systems, Nanostream and Cepheid.
Microfluidic technologies are expected to continue to undergo rapid change.
Our future success will depend in large part on our ability to establish and
maintain a competitive position in these and future technologies.  Rapid
technological development may result in our products or technologies becoming
obsolete.  Products offered by us could be made obsolete either by less
expensive or more effective products based on similar or other technologies.

     In many instances, our competitors have or will have substantially
greater financial, technical, research and other resources and larger, more
established marketing, sales, distribution and service organizations than we
do.  Moreover, competitors may have greater name recognition than we do, and
may offer discounts as a competitive tactic.  We cannot assure you that our
competitors will not succeed in developing or marketing technologies or
products that are more effective or commercially more attractive than our
products, or that would render our technologies and products obsolete.  Also,
we may not have the financial resources, technical expertise or marketing,
distribution or support capabilities to compete successfully in the future.
Our success will depend in large part on our ability to maintain a competitive
position with our technologies.

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

     Key to our business strategy is the development of an intellectual
property portfolio.  Consistent with this strategy, we are endeavoring to
protect our patent portfolio as appropriate.  In addition to patents, we rely
on a combination of trade secrets, copyright and trademark laws, non-
disclosure agreements and other contractual provisions and technical measures
to protect our intellectual property rights. We seek patent protection on our
system technologies.  These patents and applications are directed to various
areas which we believe are valuable to our business, including among others:

     *    Control of movement of fluid and other material through
          interconnected microchannels;

     *    Continuous flow high throughput methods and systems;

     *    Analytical and control instrumentation;

     *    Analytical system architecture;

     *    Automated liquid handling systems;

     *    Capillary chemistries and methods; and

     *    Software for control of microfluidic based systems and data
          analysis;

      We also rely upon copyright protection, trade secrets, know-how,
continuing technological innovation and licensing opportunities to develop and
maintain our competitive position.  Our success will depend in part on our
ability to obtain patent protection for our products and processes, to
preserve our copyrights and trade secrets, and to operate without infringing
the proprietary rights of third parties.  A failure to maintain some or all of
the rights to these technologies could seriously harm our business.

Environmental Matters.
----------------------

     We believe that we are currently in compliance with all applicable
environmental permits and applicable environmental laws.  Any expenditure
necessitated by changes in law and permitting requirements cannot be predicted
at this time.

Reporting obligations.
----------------------

     Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the
rules and regulations of the Securities and Exchange Commission regarding
proxy solicitations, as outlined in Regulation 14A.  Matters submitted to
stockholders of our Company at a special or annual meeting thereof or pursuant
to a written consent will require our Company to provide our stockholders with
the information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.

     We are also required to file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Securities Exchange Commission on a regular
basis, and will be required to timely disclose certain material events (e.g.,
changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and
bankruptcy) in a current report on Form 8-K.

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

The following are applicable to us:

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

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

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

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

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

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

Penny Stock.
------------

     Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Securities and Exchange Commission.  Penny stocks are stocks:

     *    with a price of less than five dollars per share;

     *    that are not traded on a "recognized" national exchange;

     *    whose prices are not quoted on the NASDAQ automated quotation
          system; or

     *    in issuers with net tangible assets less than $2,000,000, if the
          issuer has been in continuous operation for at least three years,
          or $5,000,000, if in continuous operation for less than three
          years, or with average revenues of less than $6,000,000 for the
          last three years.

     Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker/dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and
to obtain a manually signed and dated written receipt of the document before
making any transaction in a penny stock for the investor's account.  You are
urged to obtain and read this disclosure carefully before purchasing any of
our shares.

     Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.

     This procedure requires the broker/dealer to:

     *    get information about the investor's financial situation,
          investment experience and investment goals;

     *    reasonably determine, based on that information, that transactions
          in penny stocks are suitable for the investor and that the
          investor can evaluate the risks of penny stock transactions;

     *    provide the investor with a written statement setting forth the
          basis on which the broker/dealer made his or her determination;
          and

     *    receive a signed and dated copy of the statement from the
          investor, confirming that it accurately reflects the investors'
          financial situation, investment experience and investment goals.

     Compliance with these requirements may make it harder for our
stockholders to resell their shares.

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

     The integrated disclosure system for small business issuers adopted by
the Securities and Exchange Commission in Release No. 34-30968 and effective
as of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25,000,000 or more.  We are
deemed to be a "small business issuer."

     The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.

Other Business Risks.
---------------------

      In addition to the risks to our business associated with suppliers,
competition and intellectual property discussed above, our business is subject
to a number of other significant risks, including the risks that our capillary
electrophoresis products may not achieve wide market acceptance, we may not
be successful in developing new and enhanced liquid handling products. These
and other risks that may cause our actual results, financial performance or
achievements to be materially different from our present expectations are
discussed in more detail below under "Factors Affecting Operating Results"
contained in Part II, Item 6, "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Employees.
----------

     As of December 31, 2004, we had a total of 10 full time employee and
three contractors.  We have been outsourcing certain accounting, legal and
distribution functions.  Research and development, final product assembly
personnel and marketing and administration compose the personnel pool.
Increase in personnel is expected to be commensurate with expected growth in
revenue and associated operations.

Item 2.  Properties.

     Our headquarters are located in Irvine, California, where we occupy one
leased facility totaling approximately 8,000 square feet which houses research
and development, marketing, final assembly of product, warehousing and
administration.  The current monthly lease is $ 7,284.00.  The lease will
expire in 2009 unless we exercise our option to extend the lease.  Estimated
space allocation in our location is approximately as follows: laboratories,
1,500 square feet; Office space, including marketing, sales, engineering and
administration, 2,500 square feet; manufacturing, receiving, shipping and
warehousing, 3,500 square feet.

Item 3.  Legal Proceedings.

     There are no material legal proceedings pending against or involving
us; and none of our directors, executive officers or 10% stockholders
is party to any action adverse to us.

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

    No matter was submitted to a vote of our security holders during the
fourth quarter of 2004, or otherwise during 2004.

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Purchases of Equity Securities

     Our shares of common stock have been traded on the OTC Bulletin Board
(the "OTCBB") since quarter ended December 31, 2004, under the symbol "EGEI";
however, there is not and has not been any "established trading market" for
these securities.  The following are the high and low bid and asked quotations
on our common stock on the OTCBB during the periods indicated:

Market Prices and Bid Information for Common Stock.
---------------------------------------------------

                                               Bid
                                               ---
Quarter Ended                     High                   Low
-------------                     ----                   ---

December 31, 2003                 $.02                   $.02

January 1, 2004
through
March 31, 2004                    $.02                   $.02

April 1, 2004
through
June 30, 2004                     $.02                   $.02

July 1, 2004
Through
September 30, 2004               $1.05                   $.02

October 1, 2004
through
December 31, 2004                $1.10                   $.30

     This information was obtained from the National Association of Securities
Dealers, Inc. or other qualified interdealer quotation medium.  The
above quotations represent prices between dealers and do not include retail
markup, markdown or commission.  They do not represent actual transactions and
have not been adjusted for stock dividends or splits.

Holders
-------

     As of March 28, 2005, there were approximately 1,430 holders of record of
our common stock.

Dividends
---------

     We have not declared or paid any dividends with respect to our common
stock during the past two years.  We currently expect to retain future
earnings, if any, for use in the operation and expansion of our business.
Although we have no restrictions on payment of dividends, we do not anticipate
paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information
------------------------------------

     We adopted a Stock Option Plan in 2004 for 2,000,000 shares maximum, in
order to attract and retain key employees and to provide staff with equity
incentives in order to promote our financial success.  In the event our
outstanding shares are changed by a stock dividend, split or other
recapitalization or similar event, such options shall be proportionately
adjusted.

                                     Options               Warrants
                                     -------               --------

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2004              Shares         Price       Shares    Price

Granted                      1,000,696        $  0.05  2,903,750    $0.05
Exercised                    1,641,942           0.05  2,903,750     0.05
Forfeited/expires               40,000           0.05          -        -
Outstanding at December 31   1,622,642           0.05          -        -
Exercisable                    902,293           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $0.05

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05



                                     Options               Warrants
                                     -------               --------

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2003              Shares         Price       Shares    Price

Granted                      1,203,889        $  0.05          -    $   -
Exercised                            -              -          -        -
Forfeited/expires              546,665           0.05          -        -
Outstanding at December 31   2,303,888           0.05          -        -
Exercisable                  1,788,489           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $   -

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05

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

     Sales of Restricted Securities.
     -------------------------------

     1.  10,136,852 shares of our common stock that comprised "restricted
securities" and 821,975 options to purchase common stock under our merger with
BioCal effective on July 14, 2004 were issued as of that date.  See our 8-K
Current Report of our Company dated July 14, 2004, that was filed with the
Securities and Exchange Commission on September 2, 2004, and is incorporated
herein by reference.  See Part III, Item 13.

     2.  Effective July 14, 2004, pursuant to the offer and sale of Units at a
price of $1.00 per share, with each Unit consisting of one share of our common
stock that constituted "restricted securities" and one warrant to acquire
one-half of one additional share that also constituted "restricted securities"
of our common stock at an exercise price of $0.05 per share, 1,657,500 Units
were sold consisting of 1,657,500 shares of common stock and 828,750 warrants.
All of these warrants have been exercised.

     3.  We issued to principals, consultants and employees of MBC Global LLC,
an Illinois limited liability company and a financial advisor to us, warrants
to purchase 2,075,000 shares of our common stock at an exercise price of $0.05
per share.  These warrants were also exercised as of July 14, 2004.

     4.  We issued an aggregate of 103,333 shares of common stock on the
exercise of options that were granted to one member of management on January
31, 2005.

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

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

     There were no proceeds received during the calendar year ended December
31, 2004, from the sale of registered securities.

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

     There were no purchases of our equity securities by us or any affiliated
purchasers during the calendar year ended December 31, 2004.

Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

     The following discussion and analysis should be read with "Selected
Financial Data" and our financial statements and notes included elsewhere in
this Annual Report.  The discussion in this Annual Report on contains
forward-looking statements that involve risks and uncertainties, such as
statements of our plans, objectives, expectations and intentions.  The
cautionary statements made in this Annual Report should be read as applying to
all related forward-looking statements wherever they appear in this Annual
Report.  Our actual results could differ materially from those discussed here.
Factors that could cause or contribute to these differences include those
discussed in "Factors Affecting Operating Results" below as well as those
discussed elsewhere.

     Statements made in this Annual Report which are not purely historical
are forward-looking statements with respect to our goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business, including, without limitation, (i) our ability to
raise capital, and (ii) statements preceded by, followed by or that include
the words "may", "would", "could", "should", "expects", "projects",
"anticipates", "believes", "estimates", "plans", "intends", "targets" or
similar expressions.  Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond our Company's
control) that could cause actual results to differ materially from those set
forth in the forward-looking statements, including the following, general
economic or industry conditions, nationally and/or in the communities in which
we conduct business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, other economic,
competitive, governmental, regulatory and technical factors affecting our
operations, products, services and prices.

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

     The following discussion and analysis is based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States.

Overview.
---------

     We are an emerging biotechnology company that utilizes our low cost core
technologies of capillary electrophoresis, microfluidics, advanced reagent,
liquid handling and automation to create leading edge and novel genotyping DNA
fragment testing tools and RNA solutions, for the biological/microbial
materials and life sciences testing industries.  Our genotyping DNA HDA-GT12
(High-Performance DNA Analyzer) system detects, quantifies, identifies and
characterizes biological organisms.  Since our founding (including that of our
predecessor, BioCal), the strategy of our company has been to invest
in microfluidic technology in order to develop innovative solutions to improve
applications in the life science tools space.  Our systems automate routine
and non-routine laboratory and industrial procedures such as are related to
introduction of new production and product developments, quality control,
security, genetic identity, paternity, crime, bioterrorism, pathogen
detection, drug monitoring, safety methods and productivity and more.

     While there are many applications critical to biological materials'
management for our technology platform like the food, beverages,
environmental, sanitation, hygiene, pharmaceutical manufacturing, veterinary,
military bio-defense and research and development labs industries, among
others, we are currently addressing relevant genotyping testing applications
in major market segments of research, development and genetic testing labs;
medical schools; research hospitals; and food.  The food industry is the
largest of the industrial microbiology markets with powerful incentives for
food safety and quality.

     Our management believes that our products, technologies and applications
capabilities are uniquely capable of addressing these markets in a number of
ways.  To meet the demands of the recent fast and profound developments in
genetic research and biological materials testing a change in the way
microbiology is done was needed.  Customers need new, cost effective,
superior microbial and biological testing information for better decision
making.  For example, biochemical determinations typically require accurate
liquid measurements and precise incubation times.  When these are manually
performed, significant variations can occur in liquid dispensing and in the
duration of reaction times.  We have responded to that urgent need for
advanced systematic and detailed understanding and control of microbial
processes as well as to challenges and opportunities related thereto.  In
applying our core technologies of capillary electrophoresis, microfluidics,
advanced reagents, liquid handling and automation, we have created  highly
accurate, low cost, high-throughput, portable and novel Genomic DNA/RNA
testing tools for the biological/microbial materials and life sciences testing
industries.  Our systems offers the industry unprecedented depth and
reliability of DNA/RNA testing information at low cost, fast and unprecedented
consistent accuracy.

     The general economy has been greatly challenging for suppliers
of capital equipment used for research and routine applications in the
biotechnology industries, combined with the challenge of gaining early
adoption of our fundamentally new but superior capillary microfluidic
technology in markets where less reliable but traditional established
alternatives are available, unfavorably affected our results and especially
with our undeveloped commercial infrastructure.  The process and challenges of
building a commercial organization of sufficient scale will be very
significant for our accelerated growth objectives.

     We are developing three channels of distribution for our products: direct
to customers, indirect through our international network of distributors; and
through our (at this stage, early and developing) original equipment
manufacturer ("OEM") channels.  Through these channels, we sell complete
systems solutions, developed by us, to end customers.  Our OEM distribution
channel is only at its very early development stage, but is an example, and is
complementary to our distribution network activities as it enables us to
extend the commercial potential of our capillary microfluidic genotyping DNA
HDA-GT12 system and advanced reagent and liquid handling technologies into new
industries and new applications with experienced commercial partners.
Our Genotyping capillary microfluidic products have only recently begun to be
used commercially.  The commercial success of our systems will depend upon
capital spending by our potential customers, and market acceptance of the
merits of our systems by pharmaceutical and industrial biotechnology
companies, academic research centers and other companies.

     For additional information, please visit eGene's website at
www.egeneinc.com.

Full Year 2004 Overview.
------------------------

     During 2004, we achieved several significant financial milestones. As
reflected more extensively in our Audited Consolidated Statements of
Operations contained in our Consolidated Financials Statements in Part II,
Item 7, of this Annual Report, our sales increased $770,224, from sales of
$87,886 for 2003.  This increase in our sales reflects our initial product
sales ramp up that resulted from our acquisition of the private BioCal
technology company in July of 2004.  We believe that the increases in sales
boost our confidence to achieve more appreciable growth in the future.  We
expect our higher future sales to result in reduced operating losses and
improved operating cash flows.

     Our continuing goal is to attain sustainable revenue growth through
increased sales of our products to a more diversified and global customer base
and by increasing the percentage of our total sales that arises from recurring
sales sources such as consumable or aftermarket products.

     In addition to our goal of attaining more sustainable sales growth, we
are continuing to focus on improving our gross margins and controlling product
costs by seeking out the benefits of cost effective global low cost sourcing
in order to achieve operating cash flow break-even at lower overall sales.

       Our current operations resulted from a merger of BioCal Technology,
Inc., a private California biotechnology operating company ("BioCal"), with
and into our wholly-owned subsidiary in July of 2004.  The two companies
adjusted outstanding shares, options and warrants on a 1:3 basis.
Intellectual properties, technologies and personnel resources were then
combined to create a leading-edge biotechnology company with ready products
believed to have immediate commercial relevance.  In conjunction with this
merger, we raised $1.6 million in private funding.  We had no prior material
business operations at the time that we acquired BioCal.

     We believe that assuming the cash inflow from our current private
placement of equity securities (cash in flows are seriously behind schedule at
this time) is achieved in the first quarter 2005, that we are on target to
realize our objective of reaching positive cash flows from operating
activities by the first quarter of 2006.

     During 2004, we enhanced our product position with introductions of new
product applications and two new Gel Cartridges (4 and 8 channels) with
integrated gel-chemistries designed to handle different samples capacities
with high detection sensitivity and reproducibility to enhance user
productivity.

     Over the next several quarters, we intend to introduce new high value
application targets.  While we are unable to project future sales from these
new introductions, we believe that the expanded ability to perform new and
high confidence analyses will greatly enhance our positioning by allowing
scientists to conduct industrial microbiological analyses that were previously
not well or not at all accomplished with the traditional testing technology
platforms.

     We also continue to aggressively pursue our genotyping microfluidics
adoption strategy and promote our enhanced product position to our expanding
customer base.  Examples of these activities were/are our distributor and
customer training tutorials during which we present our newest solutions to
existing and prospective customers.  A number of these programs have generated
new sales and leads that we believe will result in incremental product sales
for the first half of 2005.

Critical Accounting Policies.
-----------------------------

     The critical accounting policies used in the preparation of our financial
statements that we believe affect our more significant judgments and estimates
used in the preparation of our Consolidated Financial Statements presented in
this Annual Report are described more extensively in Item 7  "Financial
Statements and Supplementary Data."  There have been no material changes to
the critical accounting policies.

Results of Operations.
----------------------

     Net Sales.
     ----------

     Net sales increased $770,224 for 2004 to $858,110 compared to $87,886 for
2003.  This increase in our sales reflects the initial product sales ramp up
that resulted from our new product introductions following our acquisition of
the BioCal in July of 2004. We believe that the increases in sales boost our
confidence to achieve more appreciable growth in the future.  We expect our
higher future sales to result in reduced operating losses and improved
operating cash flows.

     Cost of Sales.
     --------------

     In addition to our goal of attaining more sustainable revenue growth, we
are continuing to focus on improving our gross margins and controlling product
costs by seeking out the benefits of cost effective global low costs sourcing
opportunities in order to achieve operating cash flow break-even at lower
overall revenues.

     Expenses.
     ---------

     Total expenses for the year ended December 31, 2004, were $1,614,240 and
$389,338 higher as compared to the year ended December 31, 2003.

     The major expenses levels and increases were for payroll and research and
development materials.  The level of ongoing research and development expense
is highly dependent upon the number and significance of ongoing projects at
any particular time.  We currently expect research and development expenses to
continue to increase in future periods as we develop new product solutions and
enhancements.  We expect research and development spending to increase, but
only expanding in subsequent years based upon customer demand, market
conditions and our commercial growth.  Management expects to devote additional
expenses resources to continue our research and development efforts to
expand support and product development activities and for other general
corporate activities.

     Selling, general and administrative expenses are expected to increase
primarily due to planned increased sales calling for increases in employment
costs related to our building of marketing, sales and service functions, and
general increases in other marketing and general and administrative expenses
as a result of expected increased commercial activities.  We expect selling,
product support, service, marketing and product promotion expenses to grow
over the next several years to support the more global commercialization of
our products.  Certain general and administrative expenses in the legal and
insurance categories increased primarily due to merger related activities.
We anticipate that general and administrative expenses will continue to
increase but at a lower percentage rate of sales.

     The net loss for the year ended December 31, 2004, was $1,206,290,
compared to the previous year loss of $1,157,014.

     Interest Income (Expense).
     --------------------------

     Interest income (expense) in both 2004 and 2003 are lower primarily due
to lower cash, cash equivalents and marketable securities balances, on
average, due to cash used in operating and investing activities and, to a
lesser extent, the declining interest rate yields occurring each year.

Liquidity and Capital Resources.
--------------------------------

     Our cash and cash equivalents were $396,780 at December 31, 2004,
compared to $275,000 as of December 31, 2003.

     We have financed our operations from inception primarily through equity
sales, and initial product sales and services.  The inclusion of BioCal's
results of operations after July 14, 2004, had a significant impact on the
business and the comparability of cash flows on a period-over-period basis.

Cash Flows

                                                Year Ended December 31, 2004
                                                                   Increase/
Cash provided by (used in)                  2004        2003      (decrease)

Operating activities                      (1,597,992)   (787,815)    810,177
Investing activities                        (140,619)   (301,696)   (161,077)
Financing activities                       1,860,199   1,134,283     725,916

Operating Activities.
---------------------

     During the year ended December 31, 2004, we used $1,597,992 of cash for
operating activities as compared to $787,815 used in the same period of
2003.  Current assets - receivables, inventory and other current assets
nominally offset by increases in current liabilities - used cash of
approximately $488,000, and operations used $1,597,992 during the year ended
December 31, 2004.  The increased use of cash for accounts receivable was due
to increases of our product sales base.  The increase in use of cash for
inventories during the year ended December 31, 2004, was primarily connected
to an increase in inventory levels related to expected increases in future
product sales.  In 2003, including our merger with of BioCal, we had low
inventories as product sales were not significant.

Investing Activities.
---------------------

     Investing Activities during the year ended December 31, 2004, used
$140,619.

Financing Activities.
---------------------

     During the year ended December 31, 2004, we generated $1,860,199 in cash
from financing activities, reflecting the sale of our common stock in various
private placements and stock option exercises.

     We believe that our current cash balances, with our expected and assumed
funding from our current private placement of "restricted securities" to
"accredited investors" only, together with the revenue to be derived from our
early commercial sales of our genotyping products, will be sufficient to fund
our operations at least through a good part of the year 2005.

     Our current private placement funding engagement, however, is seriously
behind the expected cash inflows and could result in drastic additional cash
measures which in turn might significantly delay commercialization ramp up or
even temporary suspension of key operations' functions.  Management has been
vigorously introducing our potential to other investment groups and is getting
positive feedback.

     An inability to obtain additional financing may force delays in research
and product development, manufacturing and selling activities and, ultimately,
cause us to cease operations.

     Our future capital requirements will depend on many additional factors,
including, among others:

     * continued market acceptance of our genotyping products;

     * continued scientific progress in product development programs;

     * the magnitude and scope of our research and product development
programs;

     *our ability to maintain and establish additional, partnerships and
licensing arrangements;

     * the time and costs involved in expanding and maintaining its
manufacturing and product development operations;

     * the costs involved in potential preparing, filing, prosecuting,
maintaining, defending and enforcing patent claims;

     * the potential need to develop, acquire or license new technologies and
products; and

     *other factors not within our control.

     If cash inflows from our current private placement does occur to finance
commercial product ramp up, as assumed in the first quarter, we  expect to
attain positive cash flows from operations by the first quarter of 2006.  Our
actual cash needs could vary considerably, however, depending on opportunities
and commercial  uncertainties that may arise over the course of the remaining
period of 2005.

     During or after this period, if cash generated by operations is
insufficient to satisfy our liquidity requirements, we may need to sell
additional equity or debt securities or obtain credit arrangements.  The sale
of additional equity or convertible debt securities may result in additional
dilution to our stockholders.

     Additional financing may not be available on terms acceptable to us or at
all.  The inability to obtain additional financing may force delays in
research and product development activities and, ultimately, cause us to cease
operations.

     We have incurred operating losses since our inception and expects to
incur losses for the foreseeable future.  We will continue to make investments
in research and development and infrastructure building over the next several
years.

Commitments.
------------

     We lease space at 17841 Fitch, Irvine, California.  As of December 31,
2004, we had commitments under facility leases obligations as follows:

                                                       Operating
                                                        Leases
                                                      Liabilities
12-month period ending December 31:

2005                                                   $  74,696
2006                                                   $  76,936
2007                                                   $  79,245
2008                                                   $  81,622
Thereafter                                             $  55,492

Total minimum lease and principal payments             $ 367,991

     As of December 31, 2004, we did not have any non-cancelable material
purchase commitments with any of our suppliers.

     Our capital requirements depend on numerous factors including market
acceptance of our products, the resources we devote to developing and
supporting our products and other factors.  We expect to devote additional
capital resources to continue our research and development efforts, to expand
support and product development activities and for other general corporate
activities.  Selling, General and Administrative expenses are expected to
increase primarily due to planned increases in employment costs related to our
first putting in place marketing, sales and service functions and general
increases in other marketing and general and administrative expenses as a
result of these commercial activities.  We expect selling, marketing and
product promotion expenses to increase over the next several years to support
the more global commercialization of our products.  We anticipate that general
and administrative expenses will increase but at a lesser percentage rate of
sales.

Impact of Inflation.
--------------------

     The effect of inflation and changing prices on our operations was not
significant during the periods presented.

Recent Accounting Pronouncements.
---------------------------------

     In May 2003, the FASB issued SFAS No. 150 ("SFAS 150"), "Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity Status." SFAS 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity.  It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as
equity. SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003; otherwise it is effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of this
statement did not have a material effect on the Company's financial position
or results of operations.

     In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46") which requires the
consolidation of variable interest entities by the primary beneficiary of the
entity if the equity investors in the entity do not have the characteristics
of a controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated
financial support from other parties. In

     December 2003, the FASB issued FASB Interpretation No. 46R,
"Consolidation of Variable Interest Entities" ("FIN 46R"). FIN 46R superseded
FIN 46 and defers the effective date for small business filers until the first
reporting period that ends after December 15, 2004 (fourth quarter of 2004).
The adoption of FIN 46R is not anticipated to have a material impact on the
Company's financial position or results of operation.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock
Based Compensation   Transition and Disclosure an Amendment of SFAS 123"
("SFAS 148"). SFAS 148 provides additional transition guidance for those
entities that elect to voluntarily adopt the provisions of SFAS 123,
"Accounting for Stock Based Compensation." Furthermore, SFAS 148 mandates new
disclosures in both interim and year-end financial statements of the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The adoption of SFAS 148 did not have a material
impact on the Company's financial position or results of operation.

     In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires
that upon issuance of a guarantee, a guarantor must recognize a liability for
the fair value of an obligation assumed under a guarantee. FIN 45 also
requires additional disclosures by a guarantor in its interim and annual
financial statements about the obligations associated with guarantees issued
including product warranties. The recognition provisions of FIN 45 is
effective for any guarantees that are issued or modified after December 31,
2002. The adoption of FIN 45 did not have a material impact on the Company's
financial position or results of operations.

     The adoption of the provisions applicable to SPEs and all other variable
interests obtained after January 31, 2003 did not have a material impact on
our financial statements.  We are currently evaluating the impact of adopting
FIN 46-R applicable to Non-SPEs created prior to February 1, 2003, but do not
expect a material impact.

Going Concern Qualification of our Auditors.
--------------------------------------------

     Our accompanying financial statements have been prepared assuming we
will continue as a going concern.  As discussed in Note 2 to the financial
statements, we have accumulated losses and are still developing our planned
principal operations.  These factors raise substantial doubt about our ability
to continue as a going concern.  Management's plans in regard to these matters
are also described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Risk Factors Affecting Operating Results.
-----------------------------------------

     In addition to the risks to our business associated with suppliers,
competition and intellectual property discussed above, our business is subject
to a number of other significant risks, including the risks that our capillary
electrophoresis  products may not achieve wide market acceptance, we may not
be successful in developing new and enhanced liquid handling products.  These
and other risks that may cause our actual results, financial performance or
achievements to be materially different from our present expectations are
discussed in more detail below.

     The following risk factors should be considered, among others, in
evaluating our business, products and prospects.  This list is not inclusive.

Our Genotyping Products May Not Achieve Market Acceptance, Which Could Cause
Revenue to Grow Slowly or Decline.
----------------------------------

     Our genotyping products, which we developed, are still in relatively
early stages of their technology life cycle and have only recently begun to be
used commercially.  If these systems do not gain further market acceptance,
eGene will be unable to generate significant sales of these products and our
revenue may grow more slowly than expected or decline.  The commercial success
of our genotyping products will depend upon capital spending by our potential
customers, and market acceptance of the merits of our genotyping capillary
electrophoresis systems by biotechnology companies, academic research centers
and other companies that rely upon genotyping analyses.  Market acceptance
will depend on many factors, including :

     * ability to demonstrate the advantages and potential economic value of
our genotyping systems over alternative well-established technologies;

     * capital spending by our customers and potential customers, which has
been sluggish as a result of current economic conditions and other industry-
specific factors; and

     * ability to market our genotyping systems.

     Because the genotyping capillary electrophoresis systems have been in
operation for only a limited period of time, their accuracy, reliability, ease
of use and commercial value have not been fully established.  If the early
customers do not endorse our genotyping systems because these systems fail
to generate the quantities and quality of data they expect, are too difficult
or costly to use or are otherwise deficient, market acceptance would suffer
and further sales may be limited.  We cannot assure you that these customers'
efforts to put our high throughput systems into use will continue or will be
expeditious or effective.  Potential customers for these systems may also wait
for indications from eGene's early genotyping system customers that our system
works effectively and generate substantial benefits.  Further, non-acceptance
by the market of our initial systems could undermine not only those systems
but subsequent systems as well.

     The genotyping productivity tools equipment market is competitive and is
characterized by technological change and frequent new product introductions.
The commercial success of our genotyping systems depends upon continued and
expanding market acceptance of our systems and products by biotechnology
companies and genomics research organizations, and upon availability to
address quickly any performance problems that our customers encounter.  We
anticipate that our competitors will introduce new, enhanced products in this
market.  Our future success will depend on our ability to offer new products
and technologies that researchers believe are an attractive alternative to
current products and technologies that address the evolving needs of our
customers and that are technologically superior to new products that may be
offered by competitors.  We may experience difficulties or delays in the
development efforts for new products, and we may not ultimately be successful
in developing them.  Any significant delay in releasing new products in this
market could adversely affect us or our reputation, give a competitor a
first-to-market advantage or cause a competitor to achieve greater market
share.

     We intend to continue developing new, lower cost versions of our
genotyping systems with enhanced features that address existing or emerging
customer needs, such as novel assay functionalities.  If we are unable to do
so, our systems may not become more widely used and we may experience a
decline in revenue or slow revenue growth and may not achieve or maintain
profitability.

     eGene's Business May Be Adversely Affected by Downturns in the Economy.
     -----------------------------------------------------------------------

     We are subject to the capital spending patterns of this industry, which
over the past several years have been unfavorably impacted by general economic
conditions and increased competition.  If our customers and potential
customers do not increase their capital spending budgets, eGene could face
weak demand for our products.

     eGene's Industry Is Very Competitive.
     -------------------------------------

     Our business is highly competitive and our growth is dependent upon
market growth and our ability to enhance our existing products and introduce
new products on a timely basis.  One of the ways we may address the need to
develop new products is through acquisitions of complementary businesses and
technologies.  Acquisitions involve numerous risks.

     eGene Has Not Recorded Profitable Operations since its Inception and May
Never Achieve Profitably.
-------------------------

     We expect to incur future operating losses and may not achieve
profitably.  We have experienced development stage operating losses each year
since our inception and expect to incur additional operating losses for the
calendar year of 2004, primarily as a result of a current slow economic
climate, and expected continuing expenses for manufacturing capabilities,
research and product development costs and general and administrative costs.
We may never achieve profitability.

     Our operating results may fluctuate significantly and any failure to meet
financial expectations may disappoint securities analysts or investors and
result in a decline in its stock price.

     eGene Has Limited Manufacturing Experience.
     -------------------------------------------

     We have limited experience in manufacturing of its products and may
encounter manufacturing problems or delays, which could result in lost
revenue.

     eGene Depends on its Key Personnel, the Loss of Whom Would Impair its
Ability to Compete.
-------------------

     We are highly dependent on the principal members of its management (CEO
 Dr. Udo Henseler, Dr. Ming Liu and Varouj Amirkhanian - world-class
scientists).  The loss of services of any of these persons could seriously
harm product development and commercialization efforts.  In addition,
research, product development and commercialization will require additional
skilled personnel in areas such as chemistry and biology, software engineering
and electronic engineering. Competition for and retention of personnel,
particularly for employees with technical expertise, is intense and the
turnover rate for these people is high.  If we are unable to hire, train and
retain a sufficient number of qualified employees, our ability to conduct and
expand our business could be reduced.  The inability to retain and hire
qualified personnel could also hinder the planned expansion of our business.

     eGene's Intellectual Property Rights May Not Protect it and its Products.
     -------------------------------------------------------------------------

     Our products could infringe on the intellectual property rights of
others, which may cause us to engage in costly litigation and, if we are not
successful, could also cause us to pay substantial damages and prohibit us
from selling our products.  Third parties may assert infringement or other
intellectual property claims against us.  Even if these claims are without
merit, defending a lawsuit takes significant time, may be expensive and may
divert management attention from other business concerns.  We are not aware
of any third-party patents claims against us.

     We may need to initiate lawsuits to protect or enforce our patents,
which would be expensive and, if we lose, may cause us to lose some of our
intellectual property rights, which would reduce our ability to compete in the
market.  We rely on patents to protect our intellectual property and our
competitive position, especially in our capillary electrophoresis
microfluidics business.  The rights eGene relies upon to protect our
intellectual property underlying company products may not be adequate, which
could enable third parties to use this technology and would reduce our ability
to compete in the market.

     In addition to patents, we rely on a combination of trade secrets,
copyright and trademark laws, nondisclosure agreements and other contractual
provisions and technical measures to protect our intellectual property rights.
Nevertheless, these measures may not be adequate to safeguard the technology
underlying company products.

     Notwithstanding our efforts to protect our intellectual property, our
competitors may independently develop similar or alternative technologies or
products that are equal or superior to company technology and products without
infringing on any of our intellectual property rights or design around company
proprietary technologies.

     The Loss of One or More Suppliers of eGene May Have an Adverse Effect on
its Operations.
---------------

     We obtain some of the components and subassemblies included in our
systems from a single source or a limited group of suppliers, and the partial
or complete loss of one of these suppliers could cause production delays and a
substantial loss of revenue.

     We maintain only a limited number of long-term supply agreements with
its suppliers.

     Our reliance on a limited group of suppliers involves several risks,
including the following:

     * we may be unable to obtain an adequate supply of required components;

     * we have reduced control over pricing and the timely delivery of
components and subassemblies; and

     * company suppliers may be unable to develop technologically advanced
products to support our growth and development of new systems.

     Because the manufacturing of certain of these components and
subassemblies involves complex processes and requires long lead times, we
may experience delays or shortages caused by suppliers.  We believe that
alternative sources could be obtained at the same prices and on substantially
the same terms and conditions, if necessary, for most sole and limited source
parts.  However, if we were forced to seek alternative sources of supply or to
manufacture such components or subassemblies internally, we might be forced to
redesign company systems, which could prevent us from shipping our systems to
customers on a timely basis.

     eGene May Need Additional Capital.
     ----------------------------------

     Failure to raise additional capital or generate the significant capital
necessary to expand our operations and invest in new products could reduce
our ability to compete and result in lower revenue.  We anticipate that
our existing capital resources and in progress private placement will enable
us to maintain currently planned operations at least through the early year
2005.  However, we premises this expectation on our current successful private
placement which is lagging significantly in terms of cash in-flow, operating
plan, which may change as a result of many factors.  Consequently, we may need
additional funding sooner than anticipated.  Our inability to raise needed
capital would harm our business. In addition, we may choose to raise
additional capital due to market conditions or strategic considerations even
if we believe we have sufficient funds for our current operating plans.  To
the extent that additional capital is raised through the sale of equity or
convertible debt securities, the issuance of these securities could result in
dilution to our stockholders.

     We currently have no credit facility or committed sources of capital.
To the extent operating and capital resources are insufficient to meet future
requirements, we will have to raise additional funds to continue the
development and commercialization of our technologies.  These funds may not be
available on favorable terms, or at all.  If adequate funds are not available
on attractive terms, we may be required to curtail operations significantly or
to obtain funds by entering into financing, supply or collaboration agreements
on unattractive terms

Risks Related to Owning Our Common Stock
----------------------------------------

     Our shares of common stock are traded on the OTC Bulletin Board under the
symbol "EGEI"; however, there is not and has not been any "established
trading market" for these securities.  Our stock price has very little
history, and you could lose a substantial portion of your investment.

     Our stock has been trading on the OTCBB only since October 2004.
We initially offered our common stock to the public at $1.00 per share in a
private placement to "accredited investors" only.  We expect that our stock
price will remain volatile as a result of a number of factors, including:

  *      announcements by our competitors of complementary or competing
         products and technologies;

  *      announcements of our financial results, particularly if they
         differ from investors' expectations; and

  *      general market volatility for technology stocks.

     These factors and fluctuations, as well as general economic, political
and market conditions, may materially adversely affect the market price of our
common stock.

     We are at risk of future securities class action litigation.

     Given the newness of our stock, we are at risk of having securities class
action lawsuits filed against us and our officers and directors. Such
securities litigation could result in potential liability, cause us to incur
litigation costs and divert management's attention and resources, any of which
could harm our business. In addition, announcements of lawsuits of this or
some other nature, and announcements of events occurring during the course of
the lawsuits, could cause our stock

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

     Our primary investment objective is to preserve principal while at the
same time maximizing yields without significantly increasing risk. Our
portfolio includes money markets funds.

Item 7.  Financial Statements and Supplementary Data

<PAGE>
                            eGene Inc.
                  [A Development Stage Company]

     Report of Independent Registered Public Accounting Firm
                     and Financial Statements

                        December 31, 2004
<PAGE>
                            eGene Inc.
                  [A Development Stage Company]

                        TABLE OF CONTENTS


                                                                  Page

Report of Independent Registered Public Accounting Firm             1

Consolidated Balance Sheet - December 31, 2004                      2

Consolidated Statements of Operations for the Years Ended
December 31, 2004, 2003 and for the Period from Inception
(3/1/99) through December 31, 2004                                  3

Consolidated Statement of Stockholders' Equity for the Period
from Inception (3/1/99) through December 31, 2004                   4

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2004, 2003, and for the Period from Inception
(3/1/99) through December 31, 2004                                  5

Notes to Consolidated Financial Statements                       6-16
<PAGE>


     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
eGene, Inc.

We have audited the accompanying consolidated balance sheet of eGene, Inc. [a
development stage company] as of December 31, 2004, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 2004 and 2003, and for the period from
inception [March 1, 1999] through December 31, 2004.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit 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 has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting.  Our audit 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.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eGene, Inc. as of December
31, 2004, and the results of operations and cash flows for the years ended
December 31, 2004 and 2003, and for the period from inception [March 1, 1999]
through December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has accumulated losses and is still developing its
planned principal operations.  These factors raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


Mantyla McReynolds
Salt Lake City, Utah
March 1, 2005
<PAGE>

                            eGene Inc.
                  [A Development Stage Company]
                    Consolidated Balance Sheet
                        December 31, 2004

                              ASSETS

Current Assets
   Cash                                                 $     396,780
   Accounts Receivable                                        201,764
   Prepaids                                                    17,284
   Inventory - Notes 1 and 12                                 291,609
                                                        -------------
Total Current Assets                                          907,437
Fixed Assets
   Computer Equipment                                          39,239
   Equipment and Machinery                                     42,858
   Furniture and Fixtures                                      18,413
   Injection Molds                                            227,983
   Less Accumulated Depreciation                              (72,177)
                                                        -------------
Total Fixed Assets                                            256,316
Other Assets
   Deferred Patent Costs, Net of Amortization - Note 1        270,920
   Other Deferred Costs, Net of Amortization - Note 1           1,718
   Deposits                                                    24,848
                                                        -------------
Total Other Assets                                            297,486
                                                        -------------
TOTAL ASSETS                                            $   1,461,239
                                                        =============

                LIABILITIES & STOCKHOLDERS' EQUITY

Liabilities
   Current Liabilities
      Accounts Payable                                  $     239,300
      Warranty Accrual - Note 1                                43,645
      Accrued Payroll                                         104,296
      Accrued Vacation Payable                                 25,689
                                                        -------------
   Total Current Liabilities                                  412,930
Stockholders' Equity - Notes 1, 5 and 6
   Preferred Stock - 10,000,000 shares authorized;
      having a par value of $.001; -0- shares issued
      and outstanding                                               -
   Common Stock - 50,000,000 shares authorized;
      having a par value of $.001; 14,698,233 shares
      issued and outstanding                                   14,698
   Paid in Capital                                          4,701,799
   Deficit Accumulated During Development Stage            (3,668,188)
                                                        -------------
Total Stockholders' Equity                                  1,048,309
                                                        -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                $   1,461,239
                                                        =============

   See accompanying notes to consolidated financial statements
                               F-2
<PAGE>
                            eGene Inc.
                  [A Development Stage Company]
Consolidated Statements of Operations for the Years Ended December 31, 2004,
2003, and for the Period from Inception (3/1/99) through December 31, 2004

                                                                      From
                                                                   Inception
                                                                    3/1/1999
                                                                    through
                                        12/31/2004     12/31/2003  12/31/2004
Revenues
  Sales                                 $  855,835     $   41,174  $  897,009
  Services                                   2,275         46,712     122,642
                                        ----------     ----------  ----------
Total Revenues                             858,110         87,886   1,019,651
                                        ----------     ----------  ----------
Cost of Goods Sold                         455,906         31,096     525,241
                                        ----------     ----------  ----------
Gross Profit                               402,204         56,790     494,410
                                        ----------     ----------  ----------
Expenses
   Accounting & Audit                       16,656         10,650      34,006
   Amortization & Depreciation              23,810         21,376      78,816
   Dues and Subscriptions                    6,365          8,458      17,921
   General Office Expenses                  20,737         10,482      77,356
   Insurance                                65,101         19,272      95,266
   Legal Expenses                           83,998         10,612      10,612
   Marketing Sales Expenses                 85,573        119,360     201,541
   Office Supplies & Equipment              21,026          8,855      13,846
   Postage and Delivery                      8,865          3,718       8,271
   Professional Fees                       129,942          4,800     249,146
   Rent - Building                          51,932         18,000     105,918
   R & D Operating Materials & Supplies    395,568        403,131   1,075,263
   Salaries, Wages & Taxes                 642,310        570,595   2,150,696
   Telephone & Utilities                    18,712         15,593      59,299
   Warranty Expense                         43,645                     43,645
                                        ----------     ----------  ----------
Total Expenses                           1,614,240      1,224,902   4,221,602
                                        ----------     ----------  ----------
Net Loss from Operations                (1,212,036)    (1,168,112) (3,727,192)

   Interest and Other Income                 5,746         11,098      59,004
                                        ----------     ----------  ----------
Net Loss Before Income Taxes            (1,206,290)    (1,157,014) (3,668,188)

Current Year Provision for Income Taxes          -              -           -
                                        ----------     ----------  ----------
Net Loss                               $(1,206,290)   $(1,157,014)$(3,668,188)
                                        ==========     ==========  ==========

                                        ----------     ----------  ----------
Basic and Diluted Loss Per Share        $    (0.10)   $     (0.16)$     (0.62)
                                        ==========     ==========  ==========

                                        ----------     ----------  ----------
Weighted-Average Shares Outstanding     11,748,468      7,297,113   5,945,865
                                        ==========     ==========  ==========

   See accompanying notes to consolidated financial statements

                               F-3
<PAGE>
                            eGene Inc.
                  [A Development Stage Company]
Consolidated Statement of Stockholders' Equity for the Period from Inception
                (3/1/99) through December 31, 2004

                                      Preferred Stock          Common Stock
                                      Shares      Par     Shares          Par
                                      Issued   Amount     Issued       Amount

Balance, March 1, 1999                       - $     -             - $      -
3/7/99-Issued post-split shares for
cash, at $.15 per share                                      666,667      667
3/7/99-Issued post-split shares for
services, at $.00 per share                                  700,000      700
11/28/99-Issued post-split shares for
services, at $.00 per share                                   73,333       73
Net loss for the period ended December
31, 1999
                                      -------- -------   ----------- --------
Balance, December 31, 1999                   - $     -     1,440,000 $  1,440
                                      ======== =======   =========== ========
3/1/00-Issued post-split shares for
services, at $.00 per share                                1,143,333    1,143
3/1/00-Issued post-split shares for
cash, at $.027 per share                                     200,000      200
3/15/00-Issued post-split shares for
cash, at $.15 per share                                      219,451      219
3/15/00-Issued post-split shares for
cash, at $.17 per share                                      459,720      460
3/22/00-Issued post-split shares for
cash at $.23 per share                                        53,333       53
3/29/00-Issued post-split shares for
cash at $.38 per share                                       278,668      279
8/21/00-Issued post-split shares for
cash, at $.52 per share                                      701,657      702
Net loss for the period ended December
31, 2000
                                      -------- -------   ----------- --------
Balance, December 31, 2000                   - $     -     4,496,162 $  4,496
                                      ======== =======   =========== ========
5/8/01-Issued post-split shares for
cash, at $.50 per share                                      425,121      425
Net loss for the period ended December
31, 2001
                                      -------- -------   ----------- --------
Balance, December 31, 2001                   - $     -     4,921,283 $  4,921
                                      ======== =======   =========== ========
6/11/02-Stock options exercised, at
$.36 per share                                               340,833      341
6/21/02-Issued post-split shares for
cash, at $.60 per share                                    1,063,333    1,063
Net loss for the period ended December
31, 2002
                                      -------- -------   ----------- --------
Balance, December 31, 2002                   - $     -     6,325,449 $  6,325
                                      ======== =======   =========== ========
8/4/03-Issued post-split shares for
cash, at $.68 per share                                    1,379,394    1,379
10/3/03-Issued post-split shares for
cash, at $.06 per share                                    1,110,597    1,111
10/31/03-Issued post-split shares for
cash, at $.90 per share                                      148,161      148
Net loss for the period ended December
31, 2003
                                      -------- -------   ----------- --------
Balance, December 31, 2003                   - $     -     8,963,601 $  8,963
                                      ======== =======   =========== ========
3/1/04-Issued post-split shares for
cash, at $.90 per share                                      335,173      335
5/10/04-Stock options exercised, at
$.05 per share                                             1,641,942    1,642
7/14/04-Issued post-split shares for
cash, at $.86 per share                                    1,600,750    1,601
7/14/04-Issued post-split shares for
fair value of services, at $1 per share                       56,750       57
7/28/04-Dissenter shares purchased, at
$.06 per share                                              (803,733)    (804)
8/13/04-Warrants exercised, at $.05 per
share                                                      2,903,750    2,904
Net loss for the period ended December
31, 2004
                                      -------- -------   ----------- --------
Balance, December 31, 2004                   - $     -    14,698,233 $ 14,698
                                      ======== =======   =========== ========
[CONTINUED]
                            eGene Inc.
                  [A Development Stage Company]
Consolidated Statement of Stockholders' Equity for the Period from Inception
                (3/1/99) through December 31, 2004

                                            Additional              Total
                                              Paid in   Retained Stockholders'

                                              Capital   Earnings      Equity
Balance, March 1, 1999                        $      -  $       - $         -
3/7/99-Issued post-split shares for
cash, at $.15 per share                         99,333                100,000
3/7/99-Issued post-split shares for
services, at $.00 per share                       (700)                     -
11/28/99-Issued post-split shares for
services, at $.00 per share                        (73)                     -
Net loss for the period ended December
31, 1999                                                   (4,699)     (4,699)
                                              --------  --------- -----------
Balance, December 31, 1999                    $ 98,560  $  (4,699)$    95,301
                                              ========  ========= ===========
3/1/00-Issued post-split shares for
services, at $.00 per share                     (1,143)                     -
3/1/00-Issued post-split shares for
cash, at $.027 per share                         5,195                  5,395
3/15/00-Issued post-split shares for
cash, at $.15 per share                         32,531                 32,750
3/15/00-Issued post-split shares for
cash, at $.17 per share                         77,290                 77,750
3/22/00-Issued post-split shares for
cash at $.23 per share                          11,947                 12,000
3/29/00-Issued post-split shares for
cash at $.38 per share                         104,221                104,500
8/21/00-Issued post-split shares for
cash, at $.52 per share                        360,920                361,622
Net loss for the period ended December
31, 2000                                                 (111,362)   (111,362)
                                              --------  --------- -----------
Balance, December 31, 2000                    $689,521  $(116,061)$   577,956
                                              ========  ========= ===========
5/8/01-Issued post-split shares for
cash, at $.50 per share                        210,010                210,435
Net loss for the period ended December
31, 2001                                                 (437,016)   (437,016)
                                              --------  --------- -----------
Balance, December 31, 2001                    $899,531  $(553,077)$   351,375
                                              ========  ========= ===========
6/11/02-Stock options exercised, at
$.36 per share                                 122,472                122,813
6/21/02-Issued post-split shares for
cash, at $.60 per share                        636,937                638,000
Net loss for the period ended December
31, 2002                                                 (751,807)   (751,807)
                                              --------  --------- -----------
Balance, December 31, 2002                  $1,658,940$(1,304,884)$   360,381
                                              ========  ========= ===========
8/4/03-Issued post-split shares for
cash, at $.68 per share                        932,924                934,303
10/3/03-Issued post-split shares for
cash, at $.06 per share                         65,525                 66,636
10/31/03-Issued post-split shares for
cash, at $.90 per share                        133,196                133,344
Net loss for the period ended December
31, 2003                                                (1,157,014)(1,157,014)
                                              --------  --------- -----------
Balance, December 31, 2003                  $2,790,585$(2,461,898)$   337,650
                                              ========  ========= ===========
3/1/04-Issued post-split shares for
cash, at $.90 per share                        301,301                301,636
5/10/04-Stock options exercised, at
$.05 per share                                  80,455                 82,097
7/14/04-Issued post-split shares for
cash, at $.86 per share                      1,377,901              1,379,502
7/14/04-Issued post-split shares for
fair value of services, at $1 per share         56,693                 56,750
7/28/04-Dissenter shares purchased, at
$.06 per share                                 (47,420)               (48,224)
8/13/04-Warrants exercised, at $.05 per
share                                          142,284                145,188
Net loss for the period ended December
31, 2004                                               (1,206,290) (1,206,290)
                                              --------  --------- -----------
Balance, December 31, 2004                  $4,701,799$(3,668,188)$ 1,048,309
                                              ========  ========= ===========
   See accompanying notes to consolidated financial statements
                               F-4
<PAGE>
                            eGene Inc.
                  [A Development Stage Company]
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004,
  2003, and for the Period from Inception (3/1/99) through December 31, 2004

                                                                      From
                                                                   Inception
                                                                    3/1/1999
                                                                    through
                                        12/31/2004     12/31/2003  12/31/2004
Cash Flows From Operating Activities
  Net Loss                             $(1,206,290)   $(1,157,014)$(3,668,188)
  Adjustments to reconcile net loss
  to net cash provided by operations:
    Amortization                             2,484          1,390       6,640
    Depreciation                            21,326         19,985      72,177
    Stock issued for services               56,750              -      56,750
    (Increase) decrease in current assets (488,227)       (12,521)   (510,657)
    Increase (decrease) in current
    liabilities                             15,965        360,345     412,930
                                       -----------   ------------ -----------
Net cash provided (used) by operating
activities                              (1,597,992)      (787,815) (3,630,348)
                                       -----------   ------------ -----------
Cash Flows from Investing Activities
   Purchases of Fixed Assets               (54,374)      (200,373)   (328,493)
   Purchases of Other Assets               (86,245)      (101,323)   (304,126)
                                       -----------   ------------ -----------
Net cash provided (used) by Investing
activities                                (140,619)      (301,696)   (632,619)
                                       -----------   ------------ -----------

Cash Flows from Financing
   Capital Stock Issued                  1,860,199      1,134,283   4,659,747
                                       -----------   ------------ -----------
Net Increase (Decrease) in cash            121,588         44,772     396,780

Cash at beginning of period                275,192        230,420           0
                                       -----------   ------------ -----------
Cash at end of period                  $   396,780   $    275,192 $   396,780
                                       ===========   ============ ===========

Supplemental Information
   Cash paid for interest              $         -   $          - $         -
   Cash paid for income taxes          $         -   $          - $         -

   See accompanying notes to consolidated financial statements
                               F-5
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Effective July 14, 2004, eGene, Inc., (a development stage company) formerly
known as Centroid Consolidated Mines Co., (Centroid) completed a merger with
BioCal Technology, Inc., (BioCal) a California corporation in the business of
developing, manufacturing, and marketing analytical systems and reagents for
the global genotyping market.  The Company is still commencing its planned
principle operations, establishing supply and distribution chains, and seeking
additional capital funding.

The merger caused BioCal to become a wholly-owned subsidiary of Centroid, a
dormant, publicly held Nevada corporation.  The terms of the merger provide
that Centroid exchange one of its shares of common stock for every three
outstanding shares of common stock of BioCal and one of its options to acquire
shares of common stock of Centroid for every three outstanding options to
acquire common stock of BioCal, with the option exercise price of the BioCal
options to be adjusted times three as a result of the exchange.  The
combination is a "reverse merge" which essentially results in the owners of
BioCal controlling the post-merger entity.  They became owners of
approximately 73% of the reorganized company.  The transaction is accounted
for as a recapitalization of BioCal wherein the net assets are brought forward
at their net book value with no goodwill recognized, and the pre-merger
financial statements of BioCal are now the historical financial statements of
the combined company.

The directors and executive officers of BioCal became the directors and
officers of the reorganized entity which also has changed its name to eGene,
Inc.

The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
of America. The following is a summary of the more significant of such
policies.

Principles of Consolidation

eGene's financial statements include the accounts of its wholly owned
subsidiary BioCal Technology, Inc, All significant inter-company balances and
transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from those
estimates.
                               F-6
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


Revenue Recognition

General Policy

eGene recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the fee is fixed or determinable, and collectability is
probable. Revenue is recognized on product sales when goods are shipped under
eGene's standard terms of "FOB origin".  Revenues on shipments subject to
customer acceptance provisions are recognized only upon customer acceptance
provided all other revenue recognition criteria are met.  Revenue recognized
is not subject to repayment.  Cash received that is related to future
performance under such contracts is deferred and recognized as revenue when
earned.  No sales made by eGene include return rights or privileges.  Based
upon eGene's prior experience, sales returns are not significant, and
therefore, eGene has made no provision for sales returns or other allowances.
Provision is made at the time of sale for estimated costs related to eGene's
warranty obligations to customers.

Product Revenue

Product revenue is recognized upon the shipment and transfer of title to
customers and is recorded net of discounts and allowances.  Revenues on
shipments subject to customer acceptance provisions are recognized only upon
customer acceptance, provided all other revenue recognition criteria are met.
Customer product purchases are delivered under standardized terms of "FOB
origin" with the customer assuming the risks and rewards of product ownership
at the time of shipping from eGene's warehouse with no return rights or
privileges.

Service

Optional service offerings are not included in the price eGene charges
customers for the initial product purchase.  Under eGene's standard warranty,
the customer is entitled to repair or replacement of defective goods.  No
upgrades are included in the standard warranty.

Software

eGene has developed software that is marketed with its solutions as a
component to operate and run its instruments and systems.  eGene does not sell
or otherwise market the software.  eGene's customers purchase the instruments
and systems in order to conduct research, and the software is incidental to
the overall cost of the instrument's development and marketing effort.  eGene
does not provide post-sale software support, except for functional defects in
the software as contemplated in eGene's warranty on its instruments.

Warranty Expense

At the time product revenue is recognized, eGene establishes an accrual for
estimated warranty expenses associated with sales, recorded as a component of
cost of revenue.  eGene offers a one-year limited warranty on instrumentation
products, which is included in the sales price of many of its products.
eGene's standard limited warranty covers repair or replacement of defective
goods, a preventative maintenance visit on certain products as required, and
telephone based technical support.  No upgrades are included in the standard
warranty.  In accordance with SFAS No. 5, "Accounting for Contingencies,"
provision is made for estimated future warranty costs at the time of sale.
Factors that affect eGene's warranty liability include the number of installed
units, historical and anticipated rates of warranty claims, and cost per
claim.  The warranty accrual increased from zero to $43,645 from 2003 to 2004.
                               F-7
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004

Property, Plant and Equipment

The Company states property, plant and equipment ("PP&E") at costs, except for
PP&E that has been impaired, for which we write down the carrying amount to
estimated fair market value, which then becomes the new cost basis.  See Note
9.

Amortization

The Company amortizes deferred patent legal fees over the life of the patents,
which is generally seventeen years.  Accumulated amortization is $6,640 and
$4,156 as of December 31, 2004 and 2003, respectively.  Total additions of
deferred patent legal fees for the year ended December 31, 2004 were $62,175.

Depreciation

Property and equipment are carried at cost for financial statement purposes.
On the accompanying financial statements, depreciation is recorded on
equipment over the useful lives using accelerated methods and straight line
methods.  See Note 9.

Income Taxes

eGene has incurred net operating losses during the development stage.  Such
losses may be carried forward to offset future taxable income.  No deferred
tax benefit has been recorded.

Net Loss Per Share

Basic net income (loss) per share is calculated based on the weighted-average
number of common shares outstanding during the period, which reflects the
reverse stock split effect as described under Organization.  Diluted net
income (loss) per share would give effect to the dilutive effect of common
stock equivalents consisting of stock options and warrants (calculated using
the treasury stock method).  Potentially dilutive securities have been
excluded from the diluted earnings per share computations where they have an
anti-dilutive effect due to eGene's net loss.  Potentially dilutive common
stock equivalents excluded from the calculation of diluted net loss are
approximately 1,622,642 and 2,303,888 shares for the years ended December 31,
2004 and 2003, respectively.

Stock-Based Compensation

eGene accounts for its stock options and equity awards under the intrinsic
value method in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations, and has elected to follow the "disclosure only" alternative
prescribed by Financial Accounting Standards Board's SFAS No. 123, "Accounting
for Stock-Based Compensation".  Accordingly, no compensation expense is
recognized in eGene's financial statements for stock options granted to
employees, which had an exercise price equal to the fair value of the
underlying common stock on date of grant.  eGene accounts for stock options
issued to non-employees in accordance with the provisions of SFAS No. 123 and
EITF No. 96-18, "Accounting for Equity Instruments that are issued to other
than Employees for Acquiring or in Conjunction with selling Goods or
Services".
                               F-8
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


The following table illustrates the effect on net loss and net loss per share
if eGene had applied the fair value recognition provisions of SFAS No. 123, as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure   and amendment of FASB Statement No. 123."  For purposes of
pro forma disclosures, the estimated fair value of the options is amortized to
expense over the vesting period of the options using the straight-line
allocation method. eGene's pro forma information is as follows:

                                           2004                2003
Net loss, as reported                $(1,206,290)       $(1,157,014)
Compensation cost under fair value-
based accounting method, net of tax       18,178             11,962
                                     -----------        -----------
Net loss, pro forma                   (1,224,468)        (1,168,976)

Net loss per common share
  Basic and Diluted
         As reported                 $    (0.10)        $     (0.16)
         Pro forma                        (0.10)              (0.16)

Weighted average shares              11,748,468            7,297,113

The fair value under FAS 123 for options and equity awards granted were
estimated at the date of grant using a Black-Scholes option pricing model with
the following weighted average assumption:

               Expected life (years)                0-10
               Interest rate                          3%
               Volatility                             0%
               Dividend Yield                         0%

The effects of applying SFAS No. 123 for pro forma disclosures are not likely
to be representative of the effects on reported net loss for future years.

Cash Equivalents

Per the provisions of the Financial Accounting Standards Board ( FASB)
Statement No. 95, Statement of Cash Flows, cash equivalents consist primarily
of certificates of deposits and other  securities with original maturities of
90 days or less.  Certificates of deposits and other securities with original
maturities over 90 days are classified as short-term investments

                               F-9
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


Accounts Receivable

Accounts receivable are stated at amounts owed to eGene from customers.
Accounts which are determined to be uncollectible are immediately written off.
Based on historical experience with its customers, the Company does not
consider an allowance for bad debts to be necessary.

Inventories

Inventories for use in the manufacture of eGene's instruments include
electronic components, devices, and accessories either produced or purchased
from original equipment manufacturers.  Inventories are stated at the lower of
standard cost (which approximates actual cost on a first-in, first-out basis)
or market, reflect appropriate reserves for potential obsolete, slow moving or
otherwise impaired material, and include appropriate elements of material,
labor, and indirect costs.

eGene reserves or writes off 100% of the cost of inventory that it
specifically identifies and considers obsolete or excessive to fulfill future
sales estimates.  eGene defines obsolete inventory as inventory that will no
longer be used in the manufacturing process.  Excess inventory is generally
defined as inventory in excess of projected usage, and is determined using
management's best estimate of future demand at the time, based upon
information then available to eGene.

Research and Development Expenses

eGene's  expenses research and development (R&D) costs in accordance with FASB
Statement No. 2, Accounting for Research and Development Costs.  eGene has
incurred substantial R&D costs for consulting, payroll, and materials.

Stockholders' Equity

eGene has 50,000,000 authorized common shares and 10,000,000 authorized
preferred shares, with the preferred stock having such rights and preferences
as the Board of Directors shall determine.  A total of 14,698,233 common
shares have been issued through December 31, 2004, at various stated values,
totaling $4,716,497.  Included in the issued shares are 3,263,100 subsidiary
shares which were not yet submitted and replaced by the Company's stock as of
December 31, 2004.  There have been no issuances of preferred shares.

Employment Agreements

Each employee has signed an employment agreement, acknowledging "at-will"
employment, and requiring confidential information and invention assignment
with the Company.
                               F-10
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


Recently Issued Financial Accounting Standards

In December 2004, the FASB issued SFAS No. 123R, Share-based Payment. This
standard is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. SFAS No. 123R requires the measurement of the cost of employees
services received in exchange for an award of the entity's equity instruments
based on the grant-date fair value of the award. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award. No compensation cost is recognized for equity
instruments for which employees do not render service. The Company will adopt
SFAS No. 123R on July 1, 2005, which will require stock-based compensation
expense to be recognized against earnings for the portion of outstanding
unvested awards, based on the grant date fair value of those awards calculated
using a Black-Scholes pricing model under SFAS 123 for pro forma disclosure.
The Company is currently evaluating to what extent the entity's equity
instruments will be used in the future for employees services and the
transition provisions of this standard; therefore, the impact to the Company's
financial statements of the adoption of SFAS No. 123R cannot be predicted with
certainty.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
of ARB No. 43, Chapter 4, Inventory Pricing, to clarify that for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage), should be expensed as incurred and not included in overhead. In
addition, this Statement requires the allocation of fixed production overheads
to the costs of conversion be based on the normal capacity of the production
facilities. The provisions in SFAS No. 151 are effective for inventory costs
incurred during fiscal years beginning after June 15, 2005.  The Company is
currently assessing the impact of SFAS no. 151 on its consolidated financial
statements.

2.  GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has limited financial resources and its operations from
inception (3/1/99) through December 31, 2004 have been unprofitable.  The
Company is still commencing its planned principal operations, arranging for
supply and distribution functions, and seeking increased capital funding.
These factors raise substantial doubt about its ability to continue as a going
concern.  If the Company is unsuccessful in their efforts and cannot attain
sufficient profitable operations or if it cannot obtain additional sources of
funding or investment, it may substantially curtail or terminate its
operations.

3. SIGNIFICANT CONCENTRATIONS

For the twelve months ended December 31, 2004, one customer represented
approximately 70% of total revenues.  This customer is also a shareholder in
the Company.  See Note 8.  If this customer decreased or terminated its
purchases from the Company, the impact may have adverse effects on the
Company's operations and financial condition.


One customer represented 48% of eGene's outstanding accounts receivable
balance as of December 31, 2004.  This customer is also a shareholder in the
Company.  See Note 8.  If this customer became unable to remit payments, the
Company may experience adverse effects to its financial condition.
                               F-11
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


eGene maintained checking and savings deposits at one bank institution  as of
December 31, 2004, for a total of $ 396,780, which exceeded the Federal
Depository Insurance Corporation insured limit of $100,000 per financial
institution by $ 296,780, eGene's  management does not believe that this
involves any significant risk.

eGene grants credit to customers based on their financial conditions,
generally without requiring collateral.

4. COMMITMENTS

Operating Leases Liabilities

eGene leases space at 17841 Fitch, Irvine, California.  The following are
contractual commitments as of December 31, 2004, associated with lease
obligations:

                  Year Ending December 31:         Amount

                            2005                $ 74,696
                            2006                  76,936
                            2007                  79,245
                            2008                  81,622
                        Thereafter                55,492
                                                --------
                           Total                $367,991

Inventory Purchases

As of December 31, 2004, eGene did not have any material non-cancelable
purchase commitments with any of its suppliers.

5. ACQUISITION OF BIOCAL TECHNOLOGY INC.

Effective July 14, 2004, the Company, formerly known as Centroid Consolidated
Mines Co., (Centroid) completed a merger with BioCal Technology, Inc.,
(BioCal) a California corporation in the business of developing,
manufacturing, and marketing analytical systems and reagents for the global
genotyping market.

The merger caused BioCal to become a wholly-owned subsidiary of Centroid, a
dormant, publicly held Nevada corporation.  The terms of the merger provide
that Centroid exchange one of its shares of common stock for every three
outstanding shares of common stock of BioCal, amounting to 10,136,852 in the
aggregate, and one of its options to acquire shares of common stock of
Centroid for every three outstanding options to acquire common stock of
BioCal, with the option exercise price of the BioCal options to be adjusted
times three as a result of the exchange.  The combination is a "reverse merge"
which essentially results in the owners of BioCal controlling the post-merger
entity.  They became owners of approximately 73% of the reorganized company.
The transaction is accounted for as a recapitalization of BioCal wherein the
net assets are brought forward at their net book value with no goodwill
recognized, and the pre-merger financial statements of BioCal are now the
historical financial statements of the combined company.  Included in the
year-end issued shares of 14,698,233, are 3,263,100 subsidiary shares which
were not yet submitted and replaced with the Company's stock as of December
31, 2004.
                               F-12
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


The directors and executive officers of BioCal became the directors and
officers of the reorganized entity which also has changed its name to eGene,
Inc.

6.  STOCK OPTIONS AND WARRANTS

eGene adopted a Stock Option Plan in 2004 for 2,000,000 shares maximum, in
order to attract and retain key employees and to provide staff with equity
incentives in order to promote the financial success of eGene.  Stock options
plans were also adopted in 1999 and 2002, for 2,366,667 and 666,667 shares
maximum, respectively.  In the event the number of outstanding shares of eGene
changed by a stock dividend, split, etc., such options shall be
proportionately adjusted.

                                     Options               Warrants

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2004              Shares         Price       Shares    Price

Granted                      1,000,696        $  0.05  2,903,750    $0.05
Exercised                    1,641,942           0.05  2,903,750     0.05
Forfeited/expires               40,000           0.05          -        -
Outstanding at December 31   1,622,642           0.05          -        -
Exercisable                    902,293           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $0.05

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05



                                     Options               Warrants

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2003              Shares         Price       Shares    Price

Granted                      1,203,889        $  0.05          -    $   -
Exercised                            -              -          -        -
Forfeited/expires              546,665           0.05          -        -
Outstanding at December 31   2,303,888           0.05          -        -
Exercisable                  1,788,489           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $   -

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05

                               F-13
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004

Summarized information about stock options and warrants outstanding December
31, 2004:


                       Options Outstanding            Options Exercisable
                                             Weighted                Weighted
Range of                 Weighted Average    Average                  Average
Exercise      Number   Remaining Contractual Exercise      Number    Exercise
Prices     Outstanding    Life (in years)      Price    Exercisable    Price
$   0.05   1,622,642           6.57          $  0.05      902,293    $  0.05

7.  INCOME TAXES

No provision has been made in the financial statements for income taxes
because the Company has accumulated losses from operations since inception.
Any deferred tax benefit arising from the operating loss carried forward is
offset entirely by a valuation allowance since it is not currently estimable
when and if the Company will have taxable income to take advantage of the
losses.

         Deferred Taxes                           Balance   Rate       Tax
Federal loss carryforward (expires through 2024)$3,668,188   34%   $1,247,184
State loss carryforward (expires through 2014)  $3,650,803  8.4%      306,667
Valuation allowance                                                (1,553,851)
                                                                   ----------
      Deferred tax asset                                           $        -

The valuation allowance has increased $510,570 from $1,043,281 in the prior
year.

Income tax expense differs from amounts computed by applying the statutory
Federal rate to pretax income as follows:

                                              Years ended December 31,
                                                 2004           2003
Federal statutory rate                           34.0%          34.0%
Effect of:
  State income taxes                              8.4%           8.4%
  Change in valuation allowance, Federal and
  State; and other                              -42.4%         -42.4%
                                               --------       --------
Effective tax rate                                0.0%           0.0%
                                               ========       ========

8.  RELATED PARTY TRANSACTIONS

During the current year, the Company purchased tooling products from a
manufacturing company, whose ownership includes one of the Company's Directors
and shareholders.  The total purchases for 2004 and 2003 were $31,713 and $0,
respectively.  The total balance owed to this party as of December 31, 2004
and 2003 is $4,043 and $0, respectively.

During the current year, the Company paid $80,000 for financial advisory
services to a shareholder.  No amounts were paid during the prior year.  No
amounts are owed to the party as of December 31, 2004 and 2003.

                               F-14
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004

During 2004 and 2003, the Company received $602,935 and $41,174, respectively,
in revenues/product sales from a shareholder.  The party's accounts receivable
balances for 2004 and 2003 are $96,141 and $13,936, respectively.

9.  PROPERTY, PLANT AND EQUIPMENT

The following table summarizes the fixed asset balances as of December 31,
2004.  The injection mold balance represents tooling that was not yet placed
into service as of the year end, as such, no depreciation was calculated on
this balance.

                                        12/31/2004

               Property, Plant & Equipment
               Computer Equipment                 39,238
               Equipment & Machinery              33,048
               Other Equipment                     9,811
               Furniture & Fixtures               18,413
               Injection Molds                   227,983
                                                 ----------
          Total Property, Plant & Equipment       328,493

          Accumulated Depreciation                (72,177)
                                                 ----------
          Net Property, Plant & Equipment      $  256,316


10. OFFICER BONUSES

Certain executive officers have bonus clauses in their employment agreements.
However, due to the low amount of available funds, the Board has agreed to
defer, for two years, the payment of the bonuses that were earned during the
period of August 2003 through August 2004, which approximate $195,000 in the
aggregate.  In consideration of the facts in Note 2 regarding the Company's
ability to continue as a going concern, the payment of the bonuses is subject
to a high degree of risk and uncertainty.  If the results of operations and
the amount of available funding are not favorable, these bonuses may not be
paid, either in whole or in part.  Due to this uncertainty and the likelihood
that the bonuses may not be paid, the Company has not accrued for these
bonuses.

11. SUBSEQUENT EVENTS

Subsequent to year end, 211,667 stock options were exercised at a price of
$.05, consistent with the discussion at Note 6.  Gross proceeds were $10,583.

The Company entered into an agreement during November 2004 with a venture
capitalist, wherein the venture capitalist was engaged to raise funds on
behalf of the Company.  As of the date of these financial statements, no
funding has been received by the Company and there are no significant effects
to the financial statements.

                               F-15
<PAGE>
                           eGene, Inc.
                  [A Development Stage Company]
          Notes to the Consolidated Financial Statements
                        December 31, 2004


12.  INVENTORY

Inventory balances at December 31, 2004 consisted of finished goods, raw
materials and work-in-progress amounting to $36,763, $254,846 and $0,
respectively.  There was no inventory on hand at December 31, 2003.


                               F-16
<PAGE>


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

      None.

Item 8(a).     Controls and Procedures

     As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our CEO,
CFO, Business Manager and Secretary of the effectiveness of our disclosure
controls and procedures.  Based on this evaluation, our CEO, CFO, Business
Manager and Secretary concluded that our disclosure controls and procedures
are effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission reports.  It
should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.  In addition,
we reviewed our internal controls over financial reporting, and there have
been no changes in our internal controls or in other factors in the last
fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.

Item 8(b).  Other Information.

          None.

                            PART III

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

         Directors and Executive Officers of the Company
         -----------------------------------------------

    The following table sets forth certain information concerning our
directors and executive officers:


                                   Positions with            Designation/
         Name            Age        Our Company              Resignation*
         ----            ---        -----------              ------------

Udo Henseler             65         CEO and Chairman         July 14, 2004

Ming-Sun Liu             46         Executive Vice           July 14, 2004
                                    President and
                                    Director

Jeffrey Williams         42         Chief Financial Officer  July 14, 2004

Varoujan Amirkhanian     47         Executive Vice           July 14, 2004
                                    President and
                                    Director

Shing-Ching Lu           51         Director                 July 14, 2004

          * Was a director or executive officer of BioCal Technology, Inc., a
            predecessor of our Company.

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

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

     No family relationship exists among any of the directors or officers.
All directors hold office until the next annual meeting of shareholders and
until their successors are duly elected and qualified.  Officers serve at the
pleasure of the Board of Directors.

     Audit Committee Financial Expert.
     ---------------------------------

     The Company does not have an audit committee or an audit committee
financial expert.  Thus, our Company's stock may not be listed on any
national securities exchange or by any national securities association.  This
will limit the ability of our shareholders to sell their shares in these
markets.

     Resumes of Directors and Executive Officers.
     --------------------------------------------

     The following is a summary of the business experience of each of our
current directors and executive officers and key employees:

     Udo Henseler, Ph.D., is our CEO and Chairman. He joined our Company as
CEO in October 2002. From April, 2002, to October, 2002, Dr. Henseler carried
out work at the private firm - MSI Management Services International. This
engagement also included evaluation work of our Company.   From 1999 to June,
2002, Dr. Henseler was a director, and from June, 2001, to March, 2002, he was
a Director and the Executive Vice President, CFO and Investor of ChemoKine
Therapeutics Corporation, a biopharmaceutical company.  From April, 2000, to
June, 2001, he served on the Executive Committee and was Senior Vice President
and CFO of Isotag Technology, Inc., which develops, manufactures and markets
biotechnology identification products and services.  From 1996 to 2000, he
served on the Executive Committee and was Vice President and CFO of Qualicon
Inc., a DuPont company.  Qualicon is a developer and manufacturer of
analytical instruments for testing of biologically derived products.  Before
joining Qualicon Inc, he held several positions as Director, Executive VP and
CFO at Andrx Corporation, as Executive Committee Chairman, VP and CFO at
Coulter Corporation, and executive positions at Genetic Systems Corp., and
Beckman Instruments.  Dr. Henseler earned a B.A. Degree in Germany, and
Masters and Ph.D. Degrees from the Claremont Graduate University in Claremont,
California.

     Ming S. Liu, Ph.D., is our Executive Vice President and a Director. Dr.
Liu has served in various capacities including Founder President, Chief
Application Scientist and Corporate R&D of BioCal Technology, Inc. since July,
2000.  He is directly concentrating on the entire space of our applied
biological, chemistry and related customer solutions.  He was a Principal
Scientist at Beckman Coulter, Inc., from November, 1993, to July, 2000.  He
obtained his M. S. Degree from Nation Taiwan University, Taiwan, in 1983; and
his Ph.D. Degree from University of British Columbia, Canada, in 1991.

     Jeffery Williams, B.A., MBA, Chief Financial Officer. Over 15 years
experience in Pubic Accounting and a CFO position with a highly successful
public company, which was later, after a significant growth experience,
divested in a very lucrative manner. Jeff honed his business credentials
(including a very successful IPO experience, acquisition and divestiture of
entities) in a broad range of CFO responsibilities in private and public
companies.

     Varouj D. Amirkhanian, B.S., is our Executive Vice President and
Director.  Mr. Amirkhanian has served in various capacities, including Founder
and VP/R&D of BioCal Technology, Inc. since October, 2000.  He is responsible
for invention, design and development of high-throughput DNA analysis
instruments/detection devices.  He was with Beckman Coulter Inc. as Senior R&D
Systems Engineer/Scientist for nine years (1992-2000), in charge of invention,
design and development of optical detection devices for CE base instruments.
Mr. Amirkhanian has over 20 years of experience in product development and
commercialization of biotechnology instruments and biomedical laser devices.
He held various Project and Systems level engineering positions at Beckman
Coulter, Pfizer and Baxter Healthcare. Mr. Amirkhanian holds a B. A. Degree in
Physics and a B. S. Degree in Engineering.  He has published several technical
papers and holds 15 patents (eight issued and seven pending).

     Shing-Ching Lu, M.S., is one of our Directors.  Mr. Lu is Chairman,
Wanmeitec Electronic Co., Ltd., Taiwan.  Subsequent to graduating from
National Taiwan University with an M.S. degree in civil engineering, Mr. Lu
started his own company and was actively involved in major projects where he
contributed his extensive knowledge of environmental impact, circulating water
systems and raw water supply to the betterment of Taiwan's infrastructure.
Mr. Lu was one of the founders of Wanmeitec Electronic Co., Ltd. in China.
Mr. Lu specializes in creating and implementing high-performance strategies
that directly impact growth and profitability of large companies.  Mr. Lu has
extensive project marketing and company management experience as well as a
strong background in site planning, feasibility study and civil engineering
designs.

     Key Personnel.
     --------------

     Ms. Monisha Singh, B.Sc., M.S., MBA, Global Marketing Manager. Over 10
years of domestic and international sales and marketing experience in the
biotechnology and pharmaceutical industry. Prior to joining eGene, Ms. Singh
served at Applied Biosystems and was responsible for product management and
strategic planning for the development and worldwide marketing of Applied
Biosystems DNA fragment analysis product line, software and Molecular
Microbiology product line including TaqMan Pathogen, and GMOs and Microbial
identification products. Further, Ms. Singh was the marketing lead and liaison
between R&D and manufacturing for developing new reagent products on Applied
Biosystems capillary electrophoresis and gel electrophoresis instrument
platform. Prior to working at Applied Biosystems, Ms. Singh held various
positions in senior product management at Aventis Pasteur (South Asia),
establishing and expanding pediatric vaccine market in Asia and at Roche
Products Ltd. (India), establishing and expanding market for its anti-cancer
product line. She has several paper publications in the field of microbiology,
infectious diseases, vaccines and pharmaceutical market trends. Ms. Singh is
an international business management graduate and earned a post-graduate
degree in Microbiology.

     Bee Na Lee, Ph.D.  (eGene Application Scientist) Dr. Lee is a molecular
microbiologist and has been working in related fields including pathogenicity
in academic laboratories and biotechnology industry for over ten years.  Dr.
Lee earned her Ph.D. degree in Microbiology in 1995 at Texas A&M University
and finished her postdoctoral training in 1999 at Harvard Medical School.  In
the past four years, she has been a scientist in biotechnology industry; her
research has been involved in identification pathogenicity factors from
microorganisms.  Her major contributions in science include identification a
genetic pathway for early stage asexual development in Aspergillus nidulans.
Discovery a novel role for the Se11 MAPKK kinase cascade in Saccharomyces
cerevisiae and identification all peptide synthetases in Cochliobolus
heterostrophus. Fungal Peptide synthetases USA patent 2002. Leukemia Society
of America, Postdoctoral Fellowship Award 1996-2000.

     Please refer to our web-site www.egeneinc.com for information of our
Scientific Advisory board memberships

Code of Conduct.
----------------

     We are in the process of developing  a Code of Business Conduct and
Ethics (the "Code") that applies to its principal executive officer, principal
financial officer and principal accounting officer or controller. The Code
sets forth written standards that are reasonably designed to deter wrongdoing
and to promote (1) honest and ethical conduct, (2) full, fair, accurate,
timely and understandable disclosure in reports and documents that our Company
files with the Securities and Exchange Commission and in other public
communications made by our Company, (3) compliance with applicable
governmental laws, rules and regulations, (4) the prompt internal reporting of
violations of the Code to an appropriate person or persons identified in the
Code and (5) accountability for adherence to the Code.

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

     To the knowledge of our management and during the past five years, no
present or former director, person nominated to become a director, executive
officer, promoter or control person of our Company:

     (1)  Was a general partner or executive officer of any business by or
          against which any bankruptcy petition was filed, whether at the
          time of such filing or two years prior thereto;

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

     (3)  Was the subject of any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining him from or
          otherwise limiting, the following activities:

          (i)  Acting as a futures commission merchant, introducing broker,
               commodity trading advisor, commodity pool operator, floor
               broker, leverage transaction merchant, associated person of
               any of the foregoing, or as an investment adviser,
               underwriter, broker or dealer in securities, or as an
               affiliated person, director or employee of any investment
               company, bank, savings and loan association or insurance
               company, or engaging in or continuing any conduct or
               practice in connection with such activity;

          (ii) Engaging in any type of business practice; or

          (iii)Engaging in any activity in connection with the purchase or
               sale of any security or commodity or in connection with any
               violation of federal or state securities laws or federal
               commodities laws;

     (4)  Was the subject of any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any federal or state authority
          barring, suspending or otherwise limiting for more than 60 days
          the right of such person to engage in any activity described above
          under this Item, or to be associated with persons engaged in any
          such activity;

     (5)  Was found by a court of competent jurisdiction in a civil action
          or by the Securities and Exchange Commission to have violated any
          federal or state securities law, and the judgment in such civil
          action or finding by the Securities and Exchange Commission has
          not been subsequently reversed, suspended, or vacated; or

     (6)  Was found by a court of competent jurisdiction in a civil action
          or by the Commodity Futures Trading Commission to have violated
          any federal commodities law, and the judgment in such civil action
          or finding by the Commodity Futures Trading Commission has not
          been subsequently reversed, suspended or vacated.

Item 10.  Executive Compensation.

       Compensation of Executive Officers.
       -----------------------------------

    The following table sets forth information concerning all cash
compensation paid by the Company for services in all capacities to the
Company's Principal Executive Officer during the three-year period ended
December 31, 2004.  The Company has no other officers whose total cash
compensation exceeded $100,000 for the year. The Company has no plans that
will require the Company to contribute to or to provide pension, retirement or
similar benefits to directors or officers of the Company.

                           Summary Compensation Table

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and        Year or               Other  Rest- Under- LTIP  Other
Principal       Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position        Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
----------------------------------------------------------------------

Udo Henseler   12/31/04 $145,000  0     0     0     0      0     0
Chairman and   12/31/03 $ 90,417  0     0     0     0      0     0
CEO            12/31/02 $      0  0     0     0     0      0     0

Ming-Sun Liu   12/31/04 $145,000  0     0     0     0      0     0
Exec. VP       12/31/03 $ 79,200  0     0     0     0      0     0
and director   12/31/02 $ 79,200  0     0     0     0      0     0

Jeffrey        12/31/04 $  9,963  0     0     0     0      0     0
Williams CFO

Varoujan       12/31/04 $125,000  0     0     0     0      0     0
Armikhanian    12/31/03 $ 81,900  0     0     0     0      0     0
Exec. VP       12/31/02 $ 81,900  0     0     0     0      0     0
and director

Shing-Ching Lu 12/31/04 $      0  0     0     0     0      0     0
Director       12/31/03 $      0  0     0     0     0      0     0
               12/31/02 $      0  0     0     0     0      0     0

Stock Option Plans.
-------------------

                                     Options               Warrants

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2004              Shares         Price       Shares    Price

Granted                      1,000,696        $  0.05  2,903,750    $0.05
Exercised                    1,641,942           0.05  2,903,750     0.05
Forfeited/expires               40,000           0.05          -        -
Outstanding at December 31   1,622,642           0.05          -        -
Exercisable                    902,293           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $0.05

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05



                                     Options               Warrants

                                              Weighted              Weighted
                                              Average               Average
                                              Exercise              Exercise
             2003              Shares         Price       Shares    Price

Granted                      1,203,889        $  0.05          -    $   -
Exercised                            -              -          -        -
Forfeited/expires              546,665           0.05          -        -
Outstanding at December 31   2,303,888           0.05          -        -
Exercisable                  1,788,489           0.05          -        -

Weighted average fair value
of options/warrants granted
during year                                   $  0.05               $   -

Weighted average fair value
of shares issued under
Employee Stock Purchase Plan                  $  0.05

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

     There are no standard arrangements pursuant to which our Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to our Company's directors for committee
participation or special assignments.  With the exception of Shing Ching Lu
who received stock options for service as an outside director.

     Except as noted above, there are no arrangements pursuant to which any of
our Company's directors was compensated during our Company's last completed
fiscal year or the previous two fiscal years for any service provided as
director.  See the Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

     There are compensatory plans or arrangements, including payments to
be received from our Company, with respect to the CEO and Executive VP named
in the Summary Compensation Table set out above which would result in payments
to any such person because of his or her resignation, retirement or other
termination of such person's employment with our Company or its subsidiaries,
or any change in control of our Company, or a change in the person's
responsibilities following a change in control of our Company.

     Termination or Discharge of CEO or Executive Vice Presidents. Under their
respective Employment Agreements that are attached hereto and incorporated
herein by reference, either party to the Employment Agreement may terminate
employment at any time. (A) Employee acknowledges and understands that the
Employer may terminate Employee's employment if any of the following events
occur (i) the Employer is sold; (ii) the Employer becomes a subsidiary of a
non-related party; (iii) the Employer experiences a 25% or more change in
ownership (but not as a result of an IPO); (iv) the Employer elects to have a
new CEO or Executive Vice President. If any of the foregoing events occur and
the Employer elects to terminate Employee's employment, Employee will be
entitled to (a) his then current salary for twelve (12) months; (b) incentive
compensation, pro-rated on a calendar year basis; (c) continuation of all of
his insurances at the Company's expense for twelve (12) months; (d) the
immediate vesting of any unvested stock options along with the five years
exercise right of all options.  (B) The Employer acknowledges und understands
that the Employee may resign his employment with the Employer if any one of
the following events occur: (i) the Employer is sold; (ii) the Employer
becomes a subsidiary of a non-related party; (iii) the Employer experiences a
twenty five (25%) percent or more change in ownership (but not as a result of
an IPO); (iv) the Employer commits any act of fraud, misrepresentation or bad
faith against the Employee; (v) his duties, reporting relationships or
responsibilities are materially reduced; (vi) the Employer elects to have a
new CEO or Executive Vice President.  If any of the events described in
clauses (i), (ii), (iii) occur and Employee elects to resign, Employee shall
be entitled to only (a) his then current salary for six (6) months; (b) any
unpaid incentive compensation pro-rated on a six (6) month basis; (c)
continuation of all of his insurances at the Employer's expense for six (6)
months. Furthermore, any unvested Stock Options shall be vested immediately
along with a five (5) years exercise rights of all his options. If the events
described in clauses (iv) or (v) or (vi) occur and Employee elects to resign,
he shall be entitled to the separation benefits in Section (A)

For a detail explanation of the payments to be made upon termination, see the
Employment Agreements, attached hereto and incorporated herein by reference.
See Part III, Item 13 of this Annual Report.

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

     To our knowledge, during our past fiscal year and since then, all filings
required to be made by members of management or others pursuant to Section
16(a) of the Exchange Act, have been duly filed.  However, the following
filings were filed later than their due dates:
<TABLE>
<CAPTION>

                                            Date Report        Date Report
Filer                 Transaction               Due               Filed
-----                 -----------               ---               -----

<S>                   <C>                     <C>               <C>

Udo Henseler          BioCal Merger           07/16/04          09/09/04

Varoujan Amirkhanian  BioCal Merger           07/16/04          09/09/04

Ming Sun Liu          BioCal Merger           07/16/04          09/09/04

Shing-Ching Lu        BioCal Merger           07/16/04          09/09/04

Udo Henseler          Exercised 103,333       02/02/05          02/25/05
                      options

Varoujan Amirkhanian  Acquisition of          11/07/04          01/26/05
                      200,000 options

Ming Sun Liu          Acquisition of          11/07/04          01/26/05
                      200,000 options

Shing-Ching Lu        Acquisition of          11/07/04          01/26/05
                      40,000 options

Udo Henseler          Acquisition of          11/07/04          01/26/05
                      200,000 options
</TABLE>

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

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

     The following table sets forth the shareholdings of those persons who
own more than five percent of our Company's common stock as of the date
hereof:

                                         Number and Percentage of
Name and Address                         Shares Beneficially Owned
----------------                         ----------------------------

Udo Henseler                               932,094      7.05%
2901 SW 117th Ave.
Davie, Florida 33330

Ming-Sun Liu                             1,211,545*     9.17%
2588 Chelsea Ct.
Brea, California 92821

Varoujan Amirkhanian                       885,779      6.70%
3831 El Caminito St.
La Crescenta, California 91214

Sing-Ching Lu                              854,142      6.46%
8F-B, 277, Sec. 3 Roosevelt Rd.
Taipei, Taiwan

Li-Jen Hua                                 669,697      5.07%
#66, Lane 208, Re-Ann St.
Taipei, Taiwan

TOTALS                                   4,553,257     34.44%

          *  Ming-Sun Liu owns 1,090,345 shares directly and 40,400 shares
             each in the names of Emily Liu, Jennifer Liu and Justin Liu at
             the same address.

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

     The following table sets forth the share holdings of our Company's
directors and executive officers as of the date hereof:

                                         Number and Percentage of
Name and Address                         Shares Beneficially Owned
----------------                         ----------------------------

Udo Henseler                               932,094      7.05%
2901 SW 117th Ave.
Davie, Florida 33330

Ming-Sun Liu                             1,211,545*     9.17%
2588 Chelsea Ct.
Brea, California 92821

Jeffrey Williams                               -0-         0%

Varoujan Amirkhanian                       885,779      6.70%
3831 El Caminito St.
La Crescenta, California 91214

Sing-Ching Lu                              854,142      6.46%
8F-B, 277, Sec. 3 Roosevelt Rd.
Taipei, Taiwan

TOTALS                                   3,883,560     29.38%

          *  Ming-Sun Liu owns 1,090,345 shares directly and 40,400 shares
             each in the names of Emily Liu, Jennifer Liu and Justin Liu at
             the same address.

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

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

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

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

     During the current year, we purchased tooling products from a
manufacturing company, whose ownership includes one of directors and
shareholders.  The total purchases for 2004 and 2003 were $31,713 and $0,
respectively.  The total balance owed to this party as of December 31, 2004,
and 2003, was $4,043 and $0, respectively.

     During the current year, we paid $80,000 for financial advisory
services to a shareholder.  No amounts were paid during the prior year.  No
amounts are owed to the party as of December 31, 2004, and 2003.

     During 2004 and 2003, we received $602,935 and $41,174, respectively, in
revenues/product sales from a shareholder.  The party's accounts receivable
balances for 2004 and 2003 are $96,141 and $13,936, respectively.

     Except as noted above, there were no material transactions, or series of
similar transactions, during our Company's last three calendar years, or any
currently proposed transactions, or series of similar transactions, to which
our Company or any of our subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to us to own of record or beneficially
more than five percent of any class of our common stock, or any member of the
immediate family of any of the foregoing persons, had an interest.

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

     Except as noted above, there were no material transactions, or series of
similar transactions, during our Company's last three calendar years, or any
currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director, executive officer or any
security holder who is known to us to own of record or beneficially more than
five percent of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

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

     Except as noted above, there were no material transactions, or series of
similar transactions, during our Company's last three calendar years, or any
currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director, executive officer or any
security holder who is known to us to own of record or beneficially more than
five percent of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

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

     Except as noted above, there were no material transactions, or series of
similar transactions, during our Company's last three calendar years, or any
currently proposed transactions, or series of similar transactions, to which
we or any of our subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder of ours or any
member of the immediate family of any of the foregoing persons, had an
interest.

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

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

     8-K Current Report dated January 31, 2005 and filed with the Securities
and Exchange Commission on February 3, 2005.

     8-K Current Report dated July 14, 2004 and filed with the Securities and
Exchange Commission on September 2, 2004.

     8-K Current Report dated July 14, 2004 and filed with the Securities and
Exchange Commission on July 14, 2004.

     8-K Current Report dated April 22, 2004 and filed with the Securities and
Exchange Commission on April 22, 2004.

     8-K Current Report dated March 30, 2004 and filed with the Securities and
Exchange Commission on March 30, 2004.

Exhibits
Number
------
          (i)
10.1      Employment Agreement of Dr. Udo Henseler

10.2      Employment Agreement of Dr. Ming S. Lui

10.3      Employment Agreement of Varouj Amirkhanian

31.1      Certification of Udo Henseler

31.2      Certification of Jeffrey Williams

32        906 Certification

          (ii)

          Definitive Information Statement filed with the Securities and
Exchange Commission on April 2, 2004, regarding an increase in the authorized
capital to include preferred shares and to authorized the Board of Directors
to change the name without shareholder approval - Part I*

          10-KSB Annual Report for the fiscal year ended December 31, 2003 -
Part I*

          *  Previously filed and incorporated herein by reference.

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

     The following is a summary of the fees billed to us by our principal
accountants during the fiscal years ended December 31, 2004, and 2003:

     Fee category               2004           2003
     ------------               ----           ----

     Audit fees                 $2,341        $2,330

     Audit-related fees         $4,043        $    0

     Tax fees                   $  313        $  175

     All other fees             $    0        $    0
                                ------         ------
     Total fees                 $6,697         $2,505

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

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

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

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


                           SIGNATURES

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

                                    eGene, INC.



Date: 03/30/05                      Udo Henseler
                                    Chief Executive Officer



Date: 03/31/05                      Ming-Sun Liu
                                    Executive Vice
                                    President and
                                    Director


Date: 03/30/05                      Jeffrey Williams
                                    Chief Financial Officer


Date: 03/30/05                      Varoujan Amirkhanian
                                    Executive Vice
                                    President and
                                    Director



Date: 03/31/05                      Shing-Ching Lu
                                    Director


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