<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1998

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number: 0 - 24836

                                      VOXEL
                 (Name of small business issuer in its charter)

              California                                       33-0301060
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                       Identification No.)

         330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401
               (Address of principal executive offices) (zip code)

Registrant's telephone number, including area code - (800) 341-2684

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

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

                           Common Stock, No Par Value
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in rule 405 of the Securities Act. YES [ ] NO [X]

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

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

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



<PAGE>

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. [X}
Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) YES [X] NO [ ]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
year. $4,223 (8,447,014 shares at $.0005).

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.


        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES [ ] NO [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 8,447,014 as of June 17, 2008

                    DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]


<PAGE>


                                      VOXEL

                                TABLE OF CONTENTS


                                                                            Page
                                     Part I
Item 1.  Business..........................................................    1

Item 1A. Risk Factors......................................................    6

Item 2.  Properties........................................................    9

Item 3.  Legal Proceedings.................................................   10

Item 4.  Submission of Matters to a Vote of Security Holders...............   10

                                     Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities...............   11

Item 6.  Selected Financial Data...........................................   13

Item 7.  Management's Discussion and Analysis..............................   13

Item 8.  Financial Statements and Supplementary Data.......................   14

Item 9.  Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure..........................   24

Item 9A(T).  Controls and Procedures.......................................   24

Item 9B.  Other Information................................................   24

                                    Part III

Item 10.  Directors, Executive Officers, and Corporate Governance..........   25

Item 11.  Executive Compensation...........................................   26

Item 12.  Security Ownership of Certain Beneficial Owners
            and Management.................................................   26

Item 13.  Certain Relationships and Related Transactions...................   27

Item 14.  Principal Accountant fees and services...........................   27

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules. ........................   28

Signatures.................................................................   28



<PAGE>

                                     PART I

ITEM 1.  BUSINESS

      This annual report on Form 10-K contains forward-looking statements that
are based on current expectations, estimates, forecasts and projections about
the Company, us, our future performance, our beliefs and our Management's
assumptions. In addition, other written or oral statements that constitute
forward-looking statements may be made by us or on our behalf. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-K, whether as a result of new
information, future events, changes in assumptions or otherwise.

      Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-K to be accurate as of the date
hereof. Changes may occur after that date. We will not update that information
except as required by law in the normal course of its public disclosure
practices.

      Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes.

History
-------

      Voxel (the "Company") was incorporated in the State of California on April
15, 1988. The Company originally was authorized to issue one million (1,000,000)
shares of no par value common stock, however in June, 1998, the authorized
common stock was increased to ten million (10,000,000) shares.

      From its inception in 1988 through early 1998, the Company had been
engaged in the design, development, and medical evaluation of a sophisticated
system for producing and viewing volumetric holograms which will interface with
existing medical scanning equipment and yield authentic three-dimensional
images. The Company's Digital Holography System consisted of the Voxcam, an
electro-optical instrument that holographically images CT and MR data on film;
Voxboxes, light boxes to view the film; and Voxfilm, special silver halide film
to record the hologram. On September 29, 1995, the Company received clearance
from the United States Food and Drug Administration (the "FDA") to market all
three elements of its Digital Holography System.

      On April 13, 1990 the Company adopted Amended and Restated Articles of
Incorporation increasing the authorized common stock to twelve million
(12,000,000) shares and authorizing two million (2,000,000) shares of preferred
stock. In addition, 490,801 shares of preferred stock were designated as "Series
A Preferred Stock" and 883,444 shares of preferred stock were designated as
"Series B Preferred Stock". On August 2, 1991 the Company again adopted Amended
and Restated Articles of Incorporation increasing the authorized common stock to
fifteen million (15,000,000) shares and authorizing ten million (10,000,000)
shares of preferred stock. In addition, the authorized shares of Series A
Preferred Stock were increased to 492,904 shares and the authorized shares of
the Series B Preferred Stock were increased to 6,322,291 shares. By further
amendment on May 24, 1995 the total authorized Series B Preferred Stock was
increased to 6,407,291.

      Both the Series A Preferred Stock and the Series B Preferred Stock were
created to accommodate financing for the Company's research and development
expenses at that time. In particular, the Company raised $3,799,000 from the
sale of convertible redeemable Series A and Series B Preferred Stock. Both the
Series A and Series B Preferred Stock were converted to Common Stock at the
closing of the Company's initial public offering on November 1, 1994.

      On June 24, 1994, in anticipation of completing an initial public
offering, the Company enacted a reverse split of 1 for 5.145346. On November 1,
1994, the Company completed an initial public offering and its shares began to
trade on the Nasdaq SmallCap Market. On December 28, 1995, in need of additional
financing to continue to funds its research and development expenses and efforts
to get a product to market, the Company designated 4,000,000 shares of preferred
stock as Series C Preferred Stock. The Series C Preferred Stock was issued in a
private financing transaction in exchange for $3,600,000. All of the Series C
Preferred Stock was converted to Common Stock by May 15, 1996.

                                       1

<PAGE>

      Despite years of effort and substantial expenditure, the Company was
unable to bring a product to market or to generate any revenues. In February,
1997 the Company became involved in an arbitrated legal proceeding with a former
Vendor, General Scanning, Inc. ("GSI"). The arbitration arose under the
Development Agreement executed by the parties in August 1994. The Company
believed that the efforts made by, and limited results achieved by, GSI between
the signing of the Development Agreement and the commencement of arbitration
constituted a breach of GSI's obligations. GSI disputed our assertions and
alleged that Voxel had breached the Development Agreement by failing to allow
GSI to continue the program.

      On May 8, 1998 an arbitration panel awarded GSI damages in the amount of
$1,900,000. As a result of the arbitration award on June 1, 1998, the Company
filed for chapter 11 bankruptcy protection under the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Central District of California (case no.
SA98-17977-JB). On August 3, 1998, the case was converted to a chapter 7
proceeding.

      As a result of the bankruptcy filing, all of our properties were
transferred to a United States Trustee and we terminated all of our business
operations. The Bankruptcy Trustee disposed of substantially all our assets for
$3.15 million dollars and settled a litigation matter on our behalf bringing us
$1,500,000. As a result of the efforts of the Bankruptcy Trustee, the Company
settled with all general unsecured creditors for 59.8% of the value of their
claims. On May 14, 2002 the Chapter 7 bankruptcy was closed by the U.S.
Bankruptcy Court District of California.

      As a consequence of the Company's inability to maintain listing
requirements, the Company was delisted by NASDAQ on September 1, 1998.

      For at least the past approximate ten years, the Company has not engaged
in any business operations, and has not filed the annual or quarterly reports
required by the Securities and Exchange Commission since the quarter ended March
31, 1998. In addition, on or about March 5, 2002 the California Secretary of
State suspended the Company's corporate charter. Accordingly, the Company had
abandoned its business.

      On April 3, 2007, in its Court Order, the Superior Court of the State of
California, County of Sacramento granted the application of Corporate Services
International, Inc. to hold a shareholder's meeting for the purpose of electing
a new board of directors. Mr. Michael Anthony is the sole officer, director and
shareholder of Corporate Services International.

      In accordance with the Order and in furtherance of the purposes thereof,
on July 30, 2007 Corporate Services International mailed, or caused to be
mailed, a notice of meeting and proxy card to the shareholders of record setting
a meeting which was held on September 5, 2007. The notice of meeting and proxy
card requested that the shareholders vote on the appointment of Michael Anthony
as sole Director.

      At the meeting of shareholders on September 5, 2007, Michael Anthony was
elected the sole director by those shareholders that attended either in person
or by proxy. Immediately following the shareholder meeting, at a meeting of the
Board of Directors, Michael Anthony was appointed President, Secretary and Chief
Financial Officer.

      On September 12, 2007, Voxel adopted Amended and Restated Bylaws. On
October 31, 2007 the Board of Directors adopted resolutions reducing the
authorized Series C Preferred Stock (of which none were issued and outstanding)
to zero and creating a class of Series B Preferred Stock comprised of 10,000,000
shares. Each share of Series B Preferred Stock entitles the holder thereof to
preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on
all matters put to a vote of stockholders, the right to convert each share into
ten (10) shares of common stock and a liquidation preference of $1.00 per share.
The Company filed amendments to the articles of incorporation to reflect these
capital changes on November 16, 2007 and December 12, 2007 respectively.

      On November 1, 2007 Corporate Services International agreed to contribute
a total of $25,000 as paid in capital to Voxel in exchange for 10,000,000 shares
of Series B Preferred Stock. The entire $25,000 was paid to Voxel on May 14,
2008. Voxel is to use these funds to pay the costs and expenses necessary to
revive its business as described below under the heading "Current Business
Plan". Such expenses include, without limitation, fees to reinstate the
Company's corporate charter with the State of California; payment of all past
due franchise taxes; settling all past due accounts with the Company's transfer
agent; accounting and legal fees; costs associated with bringing the Company
current with its filings with the Securities and Exchange Commission, etc.

      Corporate Services International, Inc. is a private services corporation
for which Michael Anthony is the sole shareholder, officer and director.

                                       2

<PAGE>

      In addition, from April, 2007 through April, 2008 Corporate Services
International lent Voxel $31,395 which funds were used to pay ongoing
administrative expenses, including the costs associated with calling and holding
the shareholders' meeting.

Current Business Plan
---------------------

      Voxel is a shell company in that it has no or nominal operations and
either no or nominal assets. At this time, Voxel's purpose is to seek,
investigate and, if such investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of an Exchange Act registered corporation. The Company
will not restrict its search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is purposefully general
and is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
Management anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial
resources. This lack of diversification should be considered a substantial risk
to shareholders of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

      Voxel's common stock has been subject to quotation on the pink sheets.
There is not currently an active trading market in the Company's shares nor do
we believe that any active trading market has existed for several years. In the
event that an active trading market commences, there can be no assurance as to
the market price of our shares of common stock, whether any trading market will
provide liquidity to investors, or whether any trading market will be sustained.

      Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Voxel would not be obligated nor does
management intend to seek pre-approval by our shareholders.

      Voxel may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. Voxel may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      Voxel intends to promote itself privately. The Company has not yet begun
such promotional activities. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders, and other factors. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

      Voxel has, and will continue to have, little or no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. On December 31, 2007 Voxel had a cash balance of $0. However, management
believes the Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing Form 8K's, 10K's or
10KSB's, agreements and related reports and documents. The Securities Exchange
Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous
filings relevant to complying with the `34 Act. The officer and director of
Voxel has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.


                                       3

<PAGE>

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company with such outside
assistance as he may deem appropriate. Management intends to concentrate on
identifying preliminary prospective business opportunities, which may be brought
to its attention through present associations of the Company's officer and
director. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition and acceptance of products, services, or trades; name
identification; and other relevant factors. Management of Voxel expects to meet
personally with management and key personnel of the business opportunity as part
of the investigation. To the extent possible, the Company intends to utilize
written reports and investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited financial
statements are not available.

      The foregoing criteria are not intended to be exhaustive and there may be
other criteria that management may deem relevant. In connection with an
evaluation of a prospective or potential business opportunity, management may be
expected to conduct a due diligence review.

      The Officer of Voxel has limited, but some, experience in managing
companies similar to our Company and shall mainly rely upon his own efforts, in
accomplishing our business purposes. The Company may from time to time utilize
outside consultants or advisors to effectuate its business purposes described
herein. No policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total amount of
fees that may be paid. However, because of the limited resources of the Company,
it is likely that any such fee the Company agrees to pay would be paid in stock
and not in cash.

      The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, Voxel
does not intend to obtain funds in one or more private placements or public
offerings to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition.

      The time and costs required to pursue new business opportunities, which
includes negotiating and documenting relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws, cannot be
ascertained with any degree of certainty.

      Management intends to devote such time as it deems necessary to carry out
the Company's affairs. The exact length of time required for the pursuit of any
new potential business opportunities is uncertain. No assurance can be made that
we will be successful in our efforts. We cannot project the amount of time that
our management will actually devote to our plan of operation.

      Voxel intends to conduct its activities so as to avoid being classified as
an "Investment Company" under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act of 1940 and the regulations promulgated
thereunder.

      As of June 17, 2008, Voxel is not in negotiations with, nor does it have
any agreements with any potential merger candidate.

                                       4

<PAGE>

Acquisition of Opportunities
----------------------------

      Management owns 10,000,000 shares of Series B Preferred Stock representing
100% of the Series B Preferred Stock. Each share of Series B Preferred Stock
entitles the holder to ten (10) votes on any matter submitted to a vote. On June
17, 2008 the total outstanding common stock was 8,447,014. Accordingly,
management effectively controls a vote of 92.21% of the total issued and
outstanding capital shares of Voxel. As a result, management will have
substantial flexibility in identifying and selecting a prospective new business
opportunity. In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.

      It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.

      With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

      Voxel will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

      Voxel does not intend to provide its security holders with any complete
disclosure documents, including audited financial statements, concerning an
acquisition or merger candidate and its business prior to the consummation of
any acquisition or merger transaction.

Conflicts of Interest
---------------------

      Our management is not required to commit his full time to our affairs. As
a result, pursuing new business opportunities may require a greater period of
time than if he would devote his full time to our affairs. Management is not
precluded from serving as an officer or director of any other entity that is
engaged in business activities similar to those of Voxel. Management is
currently an officer and director of Econometrics, Inc. and The Jockey Club,
Inc., companies substantially similar to Voxel. Management has not identified
and is not currently negotiating with a new business opportunity for us.
Management may have conflicts of interest in determining to which entity a
particular business opportunity should be presented. In general, officers and
directors of a California corporation are required to present certain business
opportunities to such corporation. As management has multiple business
affiliations, he may have similar legal obligations to present certain business
opportunities to multiple entities. In the event that a conflict of interest
shall arise, management will consider factors such as reporting status,
availability of audited financial statements, current capitalization and the
laws of jurisdictions. If several business opportunities or operating entities
approach management with respect to a business combination, management will
consider the foregoing factors as well as the preferences of the management of
the operating company. However, management will act in what he believes will be
in the best interests of the shareholders of Voxel and other respective public
companies. Voxel shall not enter into a transaction with a target business that
is affiliated with management.

                                       5

<PAGE>

Competition
-----------

      Voxel will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of Voxel's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors

Government Regulations
----------------------

      As a registered corporation, Voxel is subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "34 Act") which
includes the preparation and filing of periodic, quarterly and annual reports on
Forms 8K, 10Q and 10K. The 34 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the `34 Act.

Voxel is a Blank Check Company
------------------------------

      At present, Voxel is a development stage company with no revenues and has
no specific business plan or purpose. Voxel's business plan is to seek new
business opportunities or to engage in a merger or acquisition with an
unidentified company. As a result, Voxel is a blank check company and any
offerings of our securities needs to comply with Rule 419 under the Act. Voxel
has no current plans to engage in any such offerings.

Voxel's Common Stock is a Penny Stock
-------------------------------------

      Voxel's common stock is a "penny stock," as defined in Rule 3a51-1 under
the Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Voxel is subject to the penny
stock rules, it may be more difficult to sell our common stock.

Employees
---------

      Voxel currently has no employees. The business of the Company will be
managed by its sole officer and director and such officers or directors which
may join the Company in the future, who may become employees of the Company. The
Company does not anticipate a need to engage any fulltime employees at this
time.


ITEM 1A:  RISK FACTORS

FORWARD-LOOKING STATEMENTS

      This annual report on Form 10-K contains forward-looking statements that
are based on current expectations, estimates, forecasts and projections about
us, our future performance, the market in which we operate, our beliefs and our
management's assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects", "anticipates", "targets", "goals", "projects", "intends",
"plans", "believes", "seeks", "estimates", variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements.

                                       6

<PAGE>

DEPENDENCE ON KEY PERSONNEL

      Voxel is dependent upon the continued services of its sole officer and
director, Michael Anthony. To the extent that his services become unavailable,
Voxel will be required to obtain other qualified personnel and there can be no
assurance that it will be able to recruit and hire qualified persons upon
acceptable terms.

LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

      At present, our business activities are limited to seeking potential
business opportunities. Due to our limited financial and personnel resources
there is only a limited basis upon which to evaluate our prospects for achieving
our intended business objectives. We have only limited resources and have no
operating income, revenues or cash flow from operations. Our management is
providing us with funding, on an as needed basis, necessary for us to continue
our corporate existence and our business objective to seek new business
opportunities, as well as funding the costs, including professional accounting
fees, and continuing to be a reporting company under the Exchange Act. We have
no written agreement with our management to provide any interim financing for
any period. In addition, we will not generate any revenues unless and until we
enter into a new business, of which there can be no assurance.

BROAD DISCRETION OF MANAGEMENT

      Any person who invests in our securities will do so without an opportunity
to evaluate the specific merits or risks of any potential new prospective
business in which we may engage. As a result, investors will be entirely
dependent on the broad discretion and judgment of management in connection with
the selection of a prospective business. There can be no assurance that
determinations made by our management will permit us to achieve our business
objectives.

ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS

      As of the date of the filing of this Form 10-K, we have not yet identified
any prospective business or industry in which we may seek to become involved and
at present we have no information concerning any prospective business. There can
be no assurance that any prospective business opportunity will benefit
shareholders or prove to be more favorable to shareholders than any other
investment that may be made by shareholders and investors.

THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE
SUSTAINED

      There is currently no active trading market in our shares. There can be no
assurance that there will be an active trading market for our securities
following commencement of a new business. In the event that an active trading
market commences, there can be no assurance as to the market price of our shares
of common stock, whether any trading market will provide liquidity to investors,
or whether any trading market will be sustained.

UNSPECIFIED INDUSTRY FOR NEW PROSPECTIVE BUSINESS OPPORTUNITIES; UNASCERTAINABLE
RISKS

      There is no basis for shareholders to evaluate the possible merits or
risks of potential new business opportunities or the particular industry in
which we may ultimately operate. To the extent that we effect a business
combination with a financially unstable entity or an entity that is in its early
stage of development or growth, including entities without established records
of revenues or income, we will become subject to numerous risks inherent in the
business and operations of that financially unstable company. In addition, to
the extent that we effect a business combination with an entity in an industry
characterized by a high degree of risk, we will become subject to the currently
unascertainable risks of that industry. A high level of risk frequently
characterizes certain industries that experience rapid growth. Although
management will endeavor to evaluate the risks inherent in a particular new
prospective business or industry, there can be no assurance that we will
properly ascertain or assess all such risks or that subsequent events may not
alter the risks that we perceive at the time of the consummation of any new
business opportunity.


                                       7

<PAGE>

CONFLICTS OF INTEREST

      Our management is not required to commit his full time to our affairs.
There may be a conflict of interest in allocating his time in the event that
management engages in similar business efforts for other entities. Our
management will devote such time, in his sole discretion, to conduct our
business, including the evaluation of potential new business opportunities. As a
result, the amount of time devoted to our business and affairs may vary
significantly depending upon whether we have identified a new prospective
business opportunity or are engaged in active negotiations related to a new
business. In the event that a conflict of interest shall arise, management will
consider factors such as reporting status, availability of audited financial
statements, current capitalization and the laws of jurisdictions. If several
business opportunities or operating entities approach management with respect to
a business combination, management will consider the foregoing factors as well
as the preferences of the management of the operating company. However,
management will act in what they believe will be in the best interests of the
shareholders of Voxel and other respective public companies. Voxel shall not
enter into a transaction with a target business that is affiliated with
management.

COMPETITION

      Voxel expects to encounter intense competition from other entities seeking
to pursue new business opportunities. Many of these entities are
well-established and have extensive experience in identifying new prospective
business opportunities. Many of these competitors possess greater financial,
technical, human and other resources than we do and there can be no assurance
that we will have the ability to compete successfully. Based upon our limited
financial and personnel resources, we may lack the resources as compared to
those of many of our potential competitors.

ADDITIONAL FINANCING REQUIREMENTS

      Voxel has no revenues and is dependent upon the willingness of management
to fund the costs associated with the reporting obligations under the Exchange
Act, and other administrative costs associated with our corporate existence. As
of December, 2007 Voxel has paid approximately $69,395 for general and
administrative expenses, including accounting fees, reinstatement fees, and
other professional fees related to the preparation and filing of this Form 10-K
and the numerous Form 10-K's and Form 10-Q's necessary to bring the Company
current with its filing obligations under the Exchange Act. We may not generate
any revenues unless and until the commencement of new business operations. We
believe that management or an affiliate of management will continue to provide
sufficient funds to pay accounting and professional fees and other expenses to
fulfill our reporting obligations under the Exchange Act until we commence
business operations. In the event that our available funds from our management
and affiliates prove to be insufficient, we will be required to seek additional
financing. Our failure to secure additional financing could have a material
adverse affect on our ability to pay the accounting and other fees in order to
continue to fulfill our reporting obligations and pursue our business plan. We
do not have any arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that any such arrangement
would be available on terms acceptable and in our best interests. We do not have
any written agreement with our affiliates to provide funds for our operating
expenses.

STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES

      The holders of our shares of common stock and those persons who desire to
purchase our stock in any trading market that might develop, should be aware
that there may be state blue-sky law restrictions upon the ability of investors
to resell our securities. Accordingly, investors should consider the secondary
market for Voxel's securities to be a limited one.

      It is the present intention of Voxel's management, after the commencement
of new business operations, to seek coverage and publication of information
regarding our Company in an accepted publication manual which permits a manual
exemption. The manual exemption permits a security to be distributed in a
particular state without being registered if the Company issuing the security
has a listing for that security in a securities manual recognized by the state.
The listing entry must contain (1) the names of issuer's officers, and
directors, (2) an issuer's balance sheet, and (3) a profit and loss statement
for either the fiscal year preceding the balance sheet or for the most recent
fiscal year of operations. Furthermore, the manual exemption is a non-issuer
exemption restricted to secondary trading transactions, making it unavailable
for issuers selling newly issued securities.

                                       8

<PAGE>

      Most of the accepted manuals are those published in Standard and Poor's,
Moody's Investor Service, Fitch's Investment Service, and Best's Insurance
Reports, and many states expressly recognize these manuals. A smaller number of
states declare that they "recognize securities manuals" but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.

DIVIDENDS UNLIKELY

      We do not expect to pay dividends for the foreseeable future because we
have no revenues. The payment of dividends will be contingent upon our future
revenues and earnings, if any, capital requirements and overall financial
condition. The payment of any future dividends will be within the discretion of
our board of directors. It is our expectation that after the commencement of new
business operations that future management will determine to retain any earnings
for use in business operations and accordingly, we do not anticipate declaring
any dividends in the foreseeable future.

POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES

      Our Articles of Incorporation, as amended, authorize the issuance of
15,000,000 shares of common stock, no par value. As of June 17, 2008, we have
8,447,014 shares issued and outstanding. We may conduct a reverse stock split or
issue additional shares in connection with our pursuit of new business
opportunities and new business operations. To the extent that additional shares
of common stock are issued, our shareholders would experience dilution of their
respective ownership interests. If we issue shares of common stock in connection
with our intent to pursue new business opportunities, a change in control of our
Company may be expected to occur. The issuance of additional shares of common
stock may adversely affect the market price of our common stock, in the event
that an active trading market commences.

COMPLIANCE WITH PENNY STOCK RULES

      Our securities will be considered a "penny stock" as defined in the
Exchange Act and the rules thereunder, unless the price of our shares of common
stock is at least $5.00. We expect that our share price will be less than $5.00.
Unless our common stock is otherwise excluded from the definition of "penny
stock", the penny stock rules apply. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its sales person in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny
stock is suitable for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure rules have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. So long as the common stock is subject to the
penny stock rules, it may become more difficult to sell such securities. Such
requirements could limit the level of trading activity for our common stock and
could make it more difficult for investors to sell our common stock.

GENERAL ECONOMIC RISKS

      Voxel's current and future business plans are dependent, in large part, on
the state of the general economy. Adverse changes in economic conditions may
adversely affect our plan of operation.



ITEM 2.  PROPERTIES

      Voxel shares office space with its officer and director at 330 Clematis
Street, Suite 217, West Palm Beach, Florida 33401. The Company does not have a
lease and the Company pays no rent for the leased space. The Company does not
own any properties nor does it lease any other properties. The Company does not
believe it will need to maintain an office at any time in the foreseeable future
in order to carry out its plan of operations as described herein.


                                       9

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

      On May 8, 1998 an arbitration panel entered a judgment against Voxel and
in favor of GSI in the amount of $1,900,000. As a result of the arbitration
judgment on June 1, 1998, the Company filed for chapter 11 bankruptcy protection
under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central
District of California (case no. SA98-17977-JB). On August 3, 1998, the case was
converted to a chapter 7 proceeding.

      As a result of the filing, all of our properties were transferred to a
United States Trustee and we terminated all of our business operations. The
Bankruptcy Trustee disposed of substantially all our assets for $3.15 million
dollars and settled a litigation matter on our behalf bringing us $1,500,000. As
a result of the efforts of the Bankruptcy Trustee, the Company settled with all
general unsecured creditors for 59.8% of the value of their claims. On May 14,
2002 the Chapter 7 bankruptcy was closed by the U.S. Bankruptcy Court District
of California.

      On April 3, 2007, in its Court Order, the Superior Court of the State of
California, County of Sacramento granted the application of Corporate Services
International, Inc. to hold a shareholder's meeting for the purpose of electing
a new board of directors. Mr. Michael Anthony is the sole officer, director and
shareholder of Corporate Services International.

      In accordance with the Order and in furtherance of the purposes thereof,
on July 27, 2007 Corporate Services International mailed, or caused to be
mailed, a notice of meeting and proxy card to the shareholders of record setting
a meeting which was held on September 5, 2007. The notice of meeting and proxy
card requested that the shareholders vote on the appointment of Michael Anthony
as sole Director.

      At the meeting of shareholders on September 5, 2007, Michael Anthony was
elected the sole director by those shareholders that attended either in person
or by proxy. Immediately following the shareholder meeting, at a meeting of the
Board of Directors, Michael Anthony was appointed President, Secretary and Chief
Financial Officer.

      Voxel's officer and director is not aware of any threatened or pending
litigation to which the Company is a party or which any of its property is the
subject and which would have any material, adverse effect on the Company.


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

      On July 27, 2007 we mailed, or caused to be mailed, a notice of meeting
and proxy card to the shareholders of record setting a meeting which was held on
September 5, 2007. The notice of meeting and proxy card requested that the
shareholders vote on the appointment of Michael Anthony as sole Director. At the
meeting of shareholders on September 5, 2007, Michael Anthony was elected the
sole director by those shareholders that attended either in person or by proxy.
The total votes in favor of Mr. Anthony's election were 450,361; those against
were 7,934; and those abstaining were 13,925.


                                       10

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES

      The Company's Common Stock traded on The Nasdaq SmallCap Market(SM) tier
of The Nasdaq Stock Market(SM) under the symbols: VOXL, VOXLW, and VOXLU,
respectively, from the time the Company's initial public offering closed on
November 1, 1994 through September 1, 1998 when the Company was delisted by
NASDAQ. Since that time the Company's common stock has traded on the over the
counter pink sheets market under the symbol VOXQ. Such trading of our common
stock is limited and sporadic. To the best knowledge of the Company, there has
been no active trading activity for approximately the past two years.

      According to records of the Company's transfer agent, the Company had
approximately 327 holders of Common Stock of record as of June 17, 2008. This
number does not include an indeterminate number of shareholders whose shares are
held by brokers in street name. The following table sets forth the high and the
low sale prices of the Company's equity securities during the fiscal quarters in
the years ended December 31, 1997 and 1998. The quotations below reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions:

         1997                                            HIGH      LOW


        First Quarter.................................  $ 3.94    $ 2.38
        Second Quarter................................  $ 3.50    $ 1.38
        Third Quarter.................................  $ 6.00    $ 2.75
        Fourth Quarter................................  $ 8.44    $ 4.94


         1998

        First Quarter................................. $ 1.60    $ 0.40
        Second Quarter................................ $ 1.15    $ 0.10
        Third Quarter................................. $ 0.15    $ 0.10
        Fourth Quarter................................ $ 0.10    $ 0.10

      At the time of filing of this Form 10-K, there is no common stock that is
subject to outstanding options or warrants to purchase or securities convertible
into, common equity of the Company.

      It is the position of the Securities and Exchange Commission, in a No
Action Letter to OTC Compliance at the NASD, dated January 21, 2000, that Rule
144 is not available for resale transactions involving securities sold by
promoters and affiliates of a blank check company, and their transferees, and
anyone else who has been issued securities from a blank check company, and that
securities issued by a blank check company to promoters and affiliates, and
their transferees, can only be resold through registration under the Act.
Promoters and affiliates of a blank check company will be considered
underwriters under the Securities Act when reselling the securities of a blank
check company. At present, the Company is a development stage company with no
revenues and has no specific business plan or purpose. The Company's business
plan is to seek new business opportunities or to engage in a merger or
acquisition with an unidentified company. As a result, the Company is a blank
check company.

      Effective February 15, 2008, the Securities and Exchange Commission
codified this position in new Rule 144(i). Rule 144(i) provides that the safe
harbor found in Rule 144 is not available for the resale of securities initially
issued by an issuer that has no or nominal operations and no or nominal assets
or assets consisting solely of cash or cash equivalents or any amount of assets
consisting of cash or cash equivalents and nominal other assets. In accordance
with Rule 144(i), Rule 144 is not available for the re-sale of our securities
initially issued while we were a shell company.

      At the time of filing of this Form 10-K, there are no shares of common
stock that would not be able to rely on the Rule 144 safe harbor to support a
re-sale exemption under Rule 4(1).

      The ability of individual shareholders to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state.

      Voxel is not and is not proposing to publicly offer any securities at this
time.


                                       11

<PAGE>

      From time-to-time the Company may grant options or warrants, or promise
registration rights to certain shareholders. The Company has no control over the
number of shares of its common stock that its shareholders sell. The price of
the Company's stock may be adversely affected if large amounts are sold in a
short period.

      The Company's shares most likely will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that term is used in Rule 3a51-1 of the Exchange Act.

      The SEC generally defines penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse), are subject
to additional sales practice requirements.

      For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent to clients disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in our common stock and may
affect the ability of shareholders to sell their shares.

Dividends
---------

      The Company has not declared any dividends for at least ten years and does
not anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the Board of Directors and will depend on
the Company's earnings, capital requirements, financial condition, and other
relevant factors. Our Series B Preferred Stock has a preferred dividend of $.08,
which dividend would need to be paid prior to the payment of a dividend on our
Common Stock, when and if our board of directors declared a dividend. Other than
the rights of our Series B Preferred Stock, there are no restrictions that
currently limit the Company's ability to pay dividends on its Common Stock other
than those generally imposed by applicable state law.

Equity Compensation Plans
-------------------------

      We have no equity compensation plans.

Recent Sales of Unregistered Securities
---------------------------------------

      The following is a list of unregistered securities sold by the Company
within the last three years including the date sold, the title of the
securities, the amount sold, the identity of the person who purchased the
securities, the price or other consideration paid for the securities, and the
section of the Securities Act of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.

      On November 1, 2007 Corporate Services International agreed to contribute
a total of $25,000 as paid in capital to Voxel in exchange for 10,000,000 shares
of Series B Preferred Stock. The entire $25,000 was paid on May 14, 2008. Each
share of Series B Preferred Stock entitles the holder thereof to preferred
dividends at the annual rate of eight cents ($.08), ten (10) votes on all
matters put to a vote of stockholders, the right to convert each share into ten
(10) shares of common stock and a liquidation preference of $1.00 per share.

      Voxel is to use the proceeds to pay the costs and expenses necessary to
revive its business as described under the heading "Current Business Plan". Such
expenses include, without limitation, fees to reinstate the Company's corporate
charter with the State of California; payment of all past due franchise taxes;
settling all past due accounts with the Company's transfer agent; accounting and
legal fees; costs associated with bringing the Company current with its filings
with the Securities and Exchange Commission, etc.

                                       12

<PAGE>

      Corporate Services International, Inc. is a private services corporation
for which Michael Anthony is the sole shareholder, officer and director.

      The Company believes that the issuance and sale of the restricted shares
was exempt from registration pursuant to Section 4(2) of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. An appropriate restrictive legend is affixed to the stock
certificates issued in such transactions.

ITEM 6.  SELECTED FINANCIAL DATA

      This Item is not applicable to Voxel as it is a smaller reporting company.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

      The following presentation of management's discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the Company's consolidated financial statements, the
accompanying notes thereto and other financial information appearing elsewhere
in this report. This section and other parts of this report contain
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements.

OVERVIEW

      Our current activities are related to seeking new business opportunities.
We will use our limited personnel and financial resources in connection with
such activities. It may be expected that pursuing a new business opportunity
will involve the issuance of restricted shares of common stock. At December 31,
2007 we had no cash assets. At December 31, 2007 the Company had current
liabilities of $51,395. However, at May 14, 2008 the Company had cash assets of
$25,000.

      We have had no revenues in either the year end December 31, 2007 or 2006.
Our operating expenses for the year end December 31, 2006 were $0 and for the
year end December 31, 2007 were $69,395, comprised of general and administrative
expenses. Accordingly, we had a net loss of $0 and a net loss per share of $Nil
for the year end December 31, 2006 and a net loss of $69,395 and a net loss per
share of $Nil for the year end December 31, 2007.

CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

      On May 14, 2008, we received $25,000 through the sale of a total of
10,000,000 shares of Series B Preferred Stock to Corporate Services
International, Inc. an entity owned and controlled by our officer and director,
Michael Anthony. In addition to the $25,000 capital investment, Corporate
Services International, has loaned the Company a total of $31,395 as of the date
of this Registration Statement. While we are dependent upon interim funding
provided by management to pay professional fees and expenses, we have no written
finance agreement with management to provide any continued funding. As of
December 31, 2007 the Company had current liabilities of $51,395. Although we
believe management will continue to fund the Company on an as needed basis, we
do not have a written agreement requiring such funding. In addition, future
management funding, will more than likely be in the form of loans, for which the
Company will be liable to pay back.

      Through the date of this Registration Statement management related parties
have made a capital investment of $25,000 into the Company and have loaned the
Company an additional $31,395 for ongoing expenses.

      The Board of Directors of the Company has determined that the best course
of action for the Company is to complete a business combination with an existing
business. The Company has limited liquidity or capital resources. As of December
31, 2007, the Company had a cash balance of $0, however as of May 14, 2008, the
Company has a cash balance of $25,000. In the event that the Company cannot
complete a merger or acquisition and cannot obtain capital needs for ongoing
expenses, including expenses related to maintaining compliance with the
Securities laws and filing requirements of the Securities Exchange Act of 1934,
the Company could be forced to cease operations.

      The principal stockholder provided, without cost to the Company, his
services, valued at $2,000 per month through December 31, 2007, which totaled
$16,000 for the twelve month period ended December 31, 2007. The principal
stockholder also provided, without cost to the Company, office space valued at
$250 per month, which totaled $2,000 for the twelve month period ended December
31, 2007. The total of these expenses was $18,000 and was reflected in the
statement of operations as general and administrative expenses with a
corresponding contribution of paid-in capital.


                                       13

<PAGE>

      Voxel currently plans to satisfy its cash requirements for the next 12
months though it's current cash and by borrowing from its officer and director
or companies affiliated with its officer and director and believes it can
satisfy its cash requirements so long as it is able to obtain financing from
these affiliated entities. Voxel currently expects that money borrowed will be
used during the next 12 months to satisfy the Company's operating costs,
professional fees and for general corporate purposes. The Company may explore
alternative financing sources, although it currently has not done so.

      Voxel will use its limited personnel and financial resources in connection
with seeking new business opportunities, including seeking an acquisition or
merger with an operating company. It may be expected that entering into a new
business opportunity or business combination will involve the issuance of a
substantial number of restricted shares of common stock. If such additional
restricted shares of common stock are issued, the shareholders will experience a
dilution in their ownership interest in the Company. If a substantial number of
restricted shares are issued in connection with a business combination, a change
in control may be expected to occur.

      In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

      There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.

      The Company currently has no plans to conduct any research and development
or to purchase or sell any significant equipment. The Company does not expect to
hire any employees during the next 12 months. The Company does not have any
contractual obligations.

OFF BALANCE SHEET ARRANGEMENTS

      None.


                                       14

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                MICHAEL F. CRONIN
                           CERTIFIED PUBLIC ACCOUNTANT
                                ORLANDO, FL 32708



Board of Directors and Shareholders
Voxel (as Successor Company)
West Palm Beach, Florida

I have audited the accompanying balance sheets of Voxel (Successor Company) as
of December 31, 1998 and the related statements of operations, stockholders'
equity and cash flows for the year then ended. The financial statements are the
responsibility of the directors. My responsibility is to express an opinion on
these financial statements based on my audits. The financial statements of Voxel
as of December 31, 1997 were audited by other auditors whose report thereon,
dated February 13, 1998, expressed an unqualified opinion.

I conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (UNITED STATES). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor was I engaged to perform, an audit of its internal control
over financial reporting. My 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, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Voxel (Successor
Company) as of December 31, 1998 and the results of its operations, its cash
flows and changes in stockholders' equity for the year then ended in conformity
with accounting principles generally accepted in the United States.


June 11, 2008


/s/ Michael F. Cronin
------------------------------
Michael F. Cronin
Certified Public Accountant

                                       15


<PAGE>
<TABLE>
<S>            <C>
                                         Voxel
                                     Balance Sheet
                                  (Successor Company)
                                                                  December 31,
                                                          ---------------------------
                                                              1998           1997
                                                          ------------   ------------
                                                                  (predecessor)

                                  ASSETS
Current assets
Cash                                                      $          0   $  1,537,000
Prepaid expenses                                                     0         40,000
                                                          ------------   ------------
     Total current assets                                            0      1,577,000

Assets from discontinued operations held for sale:
Equipment, net                                                       0        548,000
Other assets                                                         0         65,000
                                                          ------------   ------------
Total Assets                                              $          0   $  2,190,000
                                                          ============   ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade                                    $          0   $    566,000
Current portion of long term debt                                    0          9,000
                                                          ------------   ------------
     Total current liabilities                                       0        575,000

Long term debt                                                       0         94,000

Stockholders' Equity:
Common stock-15,000,000 authorized no par value
  8,447,014 issued & outstanding (8,425,244 in 1997)                 0     29,496,000
Additional paid-in capital                                           0              0
Common stock subscriptions receivable                                0        (30,000)
Retained Earnings                                                    0    (27,945,000)
                                                          ------------   ------------
Total Stockholders' Equity                                           0      1,521,000
                                                          ------------   ------------

Total Liabilities & Stockholders' Equity                  $          0   $  2,190,000
                                                          ============   ============


See Summary of Significant Accounting Policies and Notes to Financial Statements.

                                       16


<PAGE>

                                              Voxel
                                     Statement of Operations
                                       (Successor Company)
                                    Years Ended December 31,

                                                                        1998            1997
                                                                     -----------    -----------


Revenue                                                              $         0    $         0

Costs & Expenses:
  General & administrative                                                     0              0
  Interest                                                                     0              0
                                                                     -----------    -----------
  Total Costs & Expenses                                                       0              0

Loss from continuing operations before income taxes,
  extraordinary gain and discontinued operations                               0              0

Discontinued operations:
  Loss from discontinued operations (net of taxes)                    (5,522,000)    (5,964,000)
  Excess of liabilities over fair value of assets
    transferred to bankruptcy trustee                                  3,972,000              0
                                                                     -----------    -----------
Loss from discontinued operations                                     (1,550,000)    (5,964,000)

Income taxes                                                                   0              0
                                                                     -----------    -----------
Net Loss                                                             ($1,550,000)   $ 5,964,000
                                                                     ===========    ===========
Basic and diluted per share amounts:
  Continuing operations                                                      Nil            Nil
  Discontinued operations                                            ($     0.18)   ($     0.71)
                                                                     -----------    -----------
Basic and diluted net loss                                           ($     0.18)   ($     0.71)
                                                                     ===========    ===========


Weighted average shares outstanding (basic & diluted)                  8,441,646      8,407,683
                                                                     ===========    ===========


See Summary of Significant Accounting Policies and Notes to Financial Statements.

                                       17


<PAGE>


                                          Voxel
                                 Statement of Cash Flows
                                   (Successor Company)
                                 Year Ended December 31,

                                                                1998            1997
                                                             -----------    -----------

Cash flows from operating activities:
Net Loss                                                     ($1,550,000)   ($5,964,000)
Adjustments required to reconcile net loss
   to cash used in operating activities:
Amortization of deferred compensation                              9,000         36,000
Non cash expenses & impairment  charges                                0        207,000
(Increase) decrease in current assets                                  0         79,000
Increase (decrease) in accounts payable & accrued expenses             0        480,000
                                                             -----------    -----------
     Cash used by operating activities:                       (1,541,000)    (5,162,000)


Cash flows from investing activities:
Liquidation of investments                                             0      6,112,000
Purchase of equipment                                                  0       (226,000)
                                                             -----------    -----------
     Cash used in investing activities                                 0      5,886,000


Cash flows from financing activities:
Proceeds from issuance of common stock                            20,000         12,000
Payments on capital lease obligation                             (16,000)        (6,000)
                                                             -----------    -----------
     Cash generated by financing activities                        4,000          6,000

Change in cash                                                (1,537,000)       730,000
Cash-beginning of period                                       1,537,000        807,000
                                                             -----------    -----------
Cash-end of period                                           $         0    $ 1,537,000
                                                             ===========    ===========


See Summary of Significant Accounting Policies and Notes to Financial Statements.


                                       18

<PAGE>


                                                   Voxel
                                     Statement of Stockholders' Equity
                                            (Successor Company)

                                                                     Common Stock
                                               -----------------------------------------------------------
                                                                  Common      Subscriptions    Accumulated
                                                  Shares           Stock       Receivable        Deficit
                                               ------------    ------------   ------------    ------------
Balance at December 31, 1996                      8,395,398      29,417,000        (30,000)    (21,981,000)
                                               ------------    ------------   ------------    ------------
Shares issued upon exercise of options                9,156          12,000
Amortization of deferred compensation                                36,000
Shares issued to settle accrued compensation         20,690          31,000
Net Loss                                                                                        (5,964,000)
                                               ------------    ------------   ------------    ------------
Balance at December 31, 1997                      8,425,244      29,496,000   ($    30,000)   ($27,945,000)

Stock issued for cash                                21,770          20,000              0
Amortization of deferred compensation                                 9,000
Effect of "Fresh Start" accounting                              (29,525,000)         30,000     29,495,000
Net Loss                                                                                        (1,550,000)
                                               ------------    ------------   ------------    ------------
Balance at December 31, 1998                      8,447,014    $          0   $          0    $          0
                                               ============    ============   ============    ============




See Summary of Significant Accounting Policies and Notes to Financial Statements.




</TABLE>

                                       19


<PAGE>

                                      VOXEL
                               (Successor Company)
                                 BACKGROUND AND
                         SIGNIFICANT ACCOUNTING POLICIES
                                December 31, 1998

THE COMPANY

ORGANIZATIONAL BACKGROUND: Voxel (the "Company") was incorporated in the State
of California on April 15, 1988. Prior to ceasing operations in August, 1998 the
Company engaged in research & development of a system for producing and viewing
volumetric holograms which could interface with existing medical scanning
equipment and yield authentic three-dimensional images. On April 3, 2007, the
Superior Court of the State of California County of Sacramento, approved an
Order requiring Corporate Services International to hold a shareholders' meeting
to elect a new board of directors.

BANKRUPTCY PROCEEDINGS: On June 1, 1998, the Registrant filed a voluntary
Chapter 11 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
Central District of California (case no. SA-98-17977-JB). On August 3, 1998 the
case was converted to Chapter 7. As a result of the voluntary filing and
subsequent conversion, all of our assets, properties and liabilities were
transferred to a United States Trustee and we terminated all of our business
operations. The Bankruptcy Trustee has disposed of substantially all of the
Company's assets. The case was closed May 14, 2002.

BASIS OF PRESENTATION: We adopted "fresh-start" accounting as of August 4, 1998
in accordance with procedures specified by AICPA Statement of Position ("SOP")
No. 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code. The results of the discontinued component have been
reclassified from continuing operations. The reclassification reduces sales for
December 31, 1998 by $0 and related expenses by $5,522,000.

SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from the estimates.

CASH AND CASH EQUIVALENTS: For financial statement presentation purposes, the
Company considers those short-term, highly liquid investments with original
maturities of three months or less to be cash or cash equivalents.

PROPERTY AND EQUIPMENT New property and equipment are recorded at cost. Property
and equipment included in the bankruptcy proceedings and transferred to the
Trustee had been valued at liquidation value. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally 5
years. Expenditures for renewals and betterments are capitalized. Expenditures
for minor items, repairs and maintenance are charged to operations as incurred.
Gain or loss upon sale or retirement due to obsolescence is reflected in the
operating results in the period the event takes place.

VALUATION OF LONG-LIVED ASSETS: We review the recoverability of our long-lived
assets including equipment, goodwill and other intangible assets, when events or
changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on
our ability to recover the carrying value of the asset from the expected future
pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. Our primary measure of fair value is based on discounted
cash flows. The measurement of impairment requires management to make estimates
of these cash flows related to long-lived assets, as well as other fair value
determinations.

STOCK BASED COMPENSATION: Stock-based awards to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123R, ACCOUNTING FOR
STOCK-BASED COMPENSATION, and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS OR SERVICES.

On January 1, 2006, we adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which
requires that companies measure and recognize compensation expense at an amount
equal to the fair value of share-based payments granted under compensation
arrangements. Prior to January 1, 2006, we accounted for our stock-based
compensation plans under the recognition and measurement principles of
Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations, and would typically recognize no
compensation expense for stock option grants if options granted had an exercise
price equal to the market value of the underlying common stock on the date of
grant.

                                       20

<PAGE>

We adopted SFAS 123(R) using the "modified prospective" method, which results in
no restatement of prior period amounts. Under this method, the provisions of
SFAS 123(R) apply to all awards granted or modified after the date of adoption.
In addition, compensation expense must be recognized for any unvested stock
option awards outstanding as of the date of adoption on a straight-line basis
over the remaining vesting period. We calculate the fair value of options using
a Black-Scholes option pricing model. We do not currently have any outstanding
options subject to future vesting therefore no charge is required for the years
ended December 31, 1998 or 1997. SFAS 123(R) also requires the benefits of tax
deductions in excess of recognized compensation expense to be reported in the
Statement of Cash Flows as a financing cash inflow rather than an operating cash
inflow. In addition, SFAS 123(R) required a modification to the Company's
calculation of the dilutive effect of stock option awards on earnings per share.
For companies that adopt SFAS 123(R) using the "modified prospective" method,
disclosure of pro forma information for periods prior to adoption must continue
to be made.

ACCOUNTING FOR OBLIGATIONS AND INSTRUMENTS POTENTIALLY TO BE SETTLED IN THE
COMPANY'S OWN STOCK: We account for obligations and instruments potentially to
be settled in the Company's stock in accordance with EITF Issue No. 00-19,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY
SETTLED IN A COMPANY'S OWN STOCK. This issue addresses the initial balance sheet
classification and measurement of contracts that are indexed to, and potentially
settled in, the Company's own stock.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Statements of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments. Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of June 11 2008. The respective
carrying value of certain on-balance sheet financial instruments approximated
their fair values.

These financial instruments include cash and cash equivalents, accounts payable
and accrued expenses. Fair values were assumed to approximate carrying values
for these financial instruments since they are short-term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.

EARNINGS PER COMMON SHARE: Basic net loss per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
net loss per common share is computed using the weighted average number of
common and dilutive equivalent shares outstanding during the period. Dilutive
common equivalent shares consist of options to purchase common stock (only if
those options are exercisable and at prices below the average share price for
the period) and shares issueable upon the conversion of preferred stock or
convertible debt. Due to the net losses reported, dilutive common equivalent
shares were excluded from the computation of diluted loss per share, as
inclusion would be anti-dilutive for the periods presented.

INCOME TAXES: We must make certain estimates and judgments in determining income
tax expense for financial statement purposes. These estimates and judgments
occur in the calculation of certain tax assets and liabilities, which arise from
differences in the timing of recognition of revenue and expense for tax and
financial statement purposes.

Deferred income taxes are recorded in accordance with SFAS No. 109, "ACCOUNTING
FOR INCOME TAXES," or SFAS 109. Under SFAS No. 109, deferred tax assets and
liabilities are determined based on the differences between financial reporting
and the tax basis of assets and liabilities using the tax rates and laws in
effect when the differences are expected to reverse.

SFAS 109 provides for the recognition of deferred tax assets if realization of
such assets is more likely than not to occur. Realization of our net deferred
tax assets is dependent upon our generating sufficient taxable income in future
years in appropriate tax jurisdictions to realize benefit from the reversal of
temporary differences and from net operating loss, or NOL, carryforwards. We
have determined it more likely than not that these timing differences will not
materialize and have provided a valuation allowance against substantially all of
our net deferred tax asset. Management will continue to evaluate the
realizability of the deferred tax asset and its related valuation allowance. If
our assessment of the deferred tax assets or the corresponding valuation
allowance were to change, we would record the related adjustment to income
during the period in which we make the determination. Our tax rate may also vary
based on our results and the mix of income or loss in domestic and foreign tax
jurisdictions in which we operate.

                                       21

<PAGE>

In addition, the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax regulations. We recognize
liabilities for anticipated tax audit issues in the U.S. and other tax
jurisdictions based on our estimate of whether, and to the extent to which,
additional taxes will be due. If we ultimately determine that payment of these
amounts is unnecessary, we will reverse the liability and recognize a tax
benefit during the period in which we determine that the liability is no longer
necessary. We will record an additional charge in our provision for taxes in the
period in which we determine that the recorded tax liability is less than we
expect the ultimate assessment to be.

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which
requires recognition of estimated income taxes payable or refundable on income
tax returns for the current year and for the estimated future tax effect
attributable to temporary differences and carry-forwards. Measurement of
deferred income tax is based on enacted tax laws including tax rates, with the
measurement of deferred income tax assets being reduced by available tax
benefits not expected to be realized.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. It also responds to investors' requests for expanded information
about the extent to which companies measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards required (or
permit) assets or liabilities to be measured at fair value, and does not expand
the use of fair value in any new circumstances. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
We are currently evaluating the effect that the adoption of SFAS 157 will have
on our results of operations and financial condition and are not yet in a
position to determine such effects. In September 2006, the SEC staff issued
Staff Accounting Bulletin No. 108, CONSIDERING THE EFFECTS OF PRIOR YEAR
MISSTATEMENTS WHEN QUANTIFYING MISSTATEMENTS IN CURRENT YEAR FINANCIAL
STATEMENTS ("SAB 108"). SAB 108 establishes an approach that requires
quantification of financial statement misstatements based on the effects of the
misstatements on each of the Company's consolidated financial statements and the
related financial statement disclosures. SAB 108 is effective for the year
ending December 31, 2006. We are currently evaluating the effect that the
adoption of SAB 108 will have on our results of operations and financial

In June 2006, the FASB issued FASB Interpretation No. 48, ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT 109 ("FIN 48"),
which clarifies the accounting for uncertain tax positions. This Interpretation
allows the tax effects from an uncertain tax position to be recognized in the
Company's financial statements if the position is more likely than not to be
sustained upon audit, based on the technical merits of the position. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. We do not expect the
adoption of FIN 48 to have a material impact on our financial statements.


                                       22

<PAGE>

                                      VOXEL
                               (Successor Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


1. "FRESH START" ACCOUNTING:

On August 3, 1998 all of the Company's assets were transferred to the chapter 7
trustee in settlement of all outstanding corporate obligations. We adopted
"fresh-start" accounting as of August 4, 1998 in accordance with procedures
specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting
by Entities in Reorganization under the Bankruptcy Code."

All results for periods subsequent to August 3, 1998 are referred to as those of
the "Successor Company". The successor company had no transactions between
August 3, 1998 and the end of the reporting period, December 31, 1998 and was
inactive in years 1999-2007.

In accordance with SOP No. 90-7, the reorganized value of the Company was
allocated to the Company's assets based on procedures specified by SFAS No. 141,
"Business Combinations". Each liability existing at the plan sale date, other
than deferred taxes, was stated at the present value of the amounts to be paid
at appropriate market rates. It was determined that the Company's reorganization
value computed immediately before August 4, 1998 was $0. The Company had been
inactive since August 3, 1998. We adopted "fresh-start" accounting because
holders of existing voting shares immediately before filing and confirmation
received less than 50% of the voting shares of the emerging entity and its
reorganization value is less than its post-petition liabilities and allowed
claims.

The accounts of any former subsidiaries were not included and have not been
carried forward.

2. RECENT COURT PROCEEDINGS:

On April 3, 2007, the Superior Court approved an Order requiring a shareholder
meeting be held. The court ordered meeting was held September 5, 2007

RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent
shareholder meeting, Michael Anthony became our sole director and President on
September 5, 2007.

3. INCOME TAXES:

We have adopted SFAS 109 which provides for the recognition of a deferred tax
asset based upon the value the loss carry-forwards will have to reduce future
income taxes and management's estimate of the probability of the realization of
these tax benefits. At December 31, 1997, the Company had approximately $9.6
million of net operating loss carry-forwards for federal income tax purposes
which begin to expire in 2004. In addition, the Company had net operating loss
carry-forwards for California income tax purposes of approximately $8.1 million
which begin to expire in 1998. The Company also had general business credit
carry-forwards for federal and California income tax purposes of $487,000 and
$366,000, respectively. The federal general business credits begin to expire in
2007.

Our net operating loss carryovers and unused tax credits considered available to
reduce future income taxes were reduced or eliminated through our bankruptcy
proceedings and recent change of control (I.R.C. Section 382(a)) and the
continuity of business limitation of I.R.C. Section 382(c).

We have a current operating loss carry-forward of $0 resulting in deferred tax
assets of $0. We have determined it more likely than not that these timing
differences will not materialize and have provided a valuation allowance against
substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit
carry forwards may be subject to a substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code of 1986, as
amended and similar state provisions. The annual limitation may result in the
expiration of NOL and tax credit carryforwards before full utilization.

4. COMMITMENTS:

The Company is not a party to any leases and does not have any commitments.

5. STOCKHOLDERS' EQUITY:

COMMON STOCK

We are currently authorized to issue up to 15,000,000 shares of no par value
common stock. All issued shares of common stock are entitled to vote on a 1
share/1 vote basis.

                                       23


<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      During the small business issuer's two most recent fiscal years or any
later interim period, the principal independent account has not resigned, been
terminated or refused to stand for re-election. However, the Company's previous
independent accountants were Ernst & Young, LLP in Orange County, California. In
or near June, 1998 the Company in a mutual decision between Ernst & Young, LLP
and the Company terminated the relationship. In particular, at that time, the
Company was in bankruptcy proceedings and determined not to incur the expense of
an independent accountant.

      Ernst & Young's audit report for the year end December 31, 1997 did not
contain an adverse opinion or disclaimer of opinion and was not qualified, but
was modified as to uncertainty due to substantial doubt regarding the Company's
ability to continue as a going concern. Ernst & Young's audit report for the
year end December 31, 1996 did not contain an adverse opinion or disclaimer of
opinion and was not qualified, but was modified as to uncertainty due to
substantial doubt regarding the Company's ability to continue as a going
concern.

      The Company did not make a decision to change accountants but rather to
cease the services of any accountants. The decision was not recommended or
approved by the Board of Directors. On August 3, 1998 the Company's chapter 11
bankruptcy proceeding was converted to a Chapter 7 bankruptcy. As a result of
the filing, all of our properties were transferred to a United States Trustee
and we terminated all of our business operations.

      There were no disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure during the last two years audited by them, during the interim periods
reviewed by them, at the time that the relationship terminated or at any time
since then through the date of the filing of this report.

      On March 19, 2008, the registrant engaged Michael F. Cronin, CPA, Winter
Springs Florida as its independent auditor. During the last two fiscal years or
any interim period, Michael Cronin did not consult with the Company in any
matter, including, but not limited to, regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion to be rendered on our financial statements, or on any important
factor considered by us in reaching a decision as to a accounting, auditing or
financial

ITEM 9A(T).  CONTROLS AND PROCEDURES

      It is the responsibility of the chief executive officer and chief
financial officer of Voxel to establish and maintain a system for internal
controls over financial reporting such that Voxel properly reports and files all
matters required to be disclosed by the Securities Exchange Act of 1934 (the
"Exchange Act"). Michael Anthony is the Company's chief executive officer and
chief financial officer. The Company's system is designed so that information is
retained by the Company and relayed to counsel as and when it becomes available.
As the Company is a shell company with no or nominal business operations, Mr.
Anthony immediately becomes aware of matters that would require disclosure under
the Exchange Act. After conducting an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
December 31, 1998, he has concluded that the Company's disclosure controls and
procedures were effective to ensure that information required to be disclosed by
it in its reports filed or submitted under the Exchange Act is recorded,
processed summarized and reported within the time periods specified in the rules
and forms of the Securities and Exchange Commission (the "SEC").

      This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.

      There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to that
evaluation, and there were no significant deficiencies or material weaknesses in
such controls requiring corrective actions.

ITEM 9B.  OTHER INFORMATION

      None. PART III

                                       24

<PAGE>

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

      The following table sets forth the name, age and position held with
respect to our present directors and executive officers:

NAME              AGE      POSITION                           EXECUTIVE OFFICER
                                                             AND DIRECTOR SINCE

Michael Anthony   42       Chief Executive Officer,
                           President, Secretary,
                           Treasurer, Director                September 5, 2007

      Our directors are elected to serve until the next annual meeting of
shareholders and until their respective successors will have been elected and
will have qualified. Officers are not elected for a fixed term of office but
hold office until their successors have been elected. We do not have committees
of directors.

      Mr. Anthony, age 42, has been an officer and director of the Company since
September 5, 2007. Mr. Anthony is the sole officer and director of Corporate
Services International, Inc. a personal use business consulting company. Mr.
Anthony is the sole member of Century Capital Partners, LLC, a personal use
business consulting company.

      In addition, since November 2004, Mr. Anthony has been President and CEO
of Union Equity, Inc. and its wholly owned subsidiary Home Sales 24/7, Inc.
Union Equity, Inc. is an Internet based real estate marketing firm.

      On or about July 15, 2005 Mr. Anthony became an officer and director of
Ubrandit.com, Inc. a reporting blank check company and resigned his position on
October 31, 2006. On or about July 30, 2006 Mr. Anthony became an officer and
director of Standard Commerce, Inc. a reporting blank check company and resigned
his position effective August 24, 2007. On or about March 15, 2007, Mr. Anthony
became an officer and director Apogee Robotics, Inc. a reporting blank check
company and resigned his position on March 31, 2008. On or about May 25, 2007,
Mr. Anthony became an officer and director or Aim Smart Corporation, a reporting
blank check company and resigned his position on April 24, 2008. On or about
July 2, 2007, Mr. Anthony became an officer and director of Diversified
Opportunities, Inc., a reporting blank check company and resigned his position
on May 29, 2008.

      In addition, Mr. Anthony is currently an officer and director of The
Jockey Club, Inc. and Econometrics, Inc., both reporting blank check companies.

      Laura Anthony, Esquire is corporate and securities counsel to the Company.
Laura Anthony is Michael Anthony's wife. Ms. Anthony's total legal fees for
period ending December 31, 2007 were $20,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the registrant's officers and directors, and persons who own more than 10% of a
registered class of the registrant's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Registrant with
the Securities and Exchange Commission. Officers, directors and greater-than 10%
shareholders are required by the Securities and Exchange Commission regulation
to furnish the registrant with copies of all Section 16(a) forms that they file.
Based solely on a review of Forms 3 and 4 and amendments thereto filed with the
Commission during the fiscal year end December 31, 2007, all Section 16(a) forms
were filed, although Michael Anthony's Form 3 was filed late.

CODE OF ETHICS

      Voxel has not adopted a code of ethics. Voxel is a shell company with one
officer and director and no employees. The primary functions of a code of ethics
include internal reporting and adherence to the code, compliance with government
rules and regulations including the reporting requirements under the Exchange
Act and the honest and ethical handling of actual or apparent conflicts of
interest. As a shell company, with one officer and director, the functions of
the code of ethics are properly met without the need of a formal document.


                                       25

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

      No executive compensation was paid during the fiscal period ended December
31, 2007 or 2006 by Voxel. Voxel has no employment agreement with any of its
officers and directors. Voxel has no employees and no compensation committee.

      The following tables show, as to the named executive officers, certain
information concerning stock options:

OPTION GRANTS DURING 2007

                         PERCENT OF
          NUMBER OF      TOTAL OPTIONS
          SECURITIES     GRANTED TO          EXERCISE OR
          UNDERLYING     EMPLOYEES IN        BASE PRICE     EXPIRATION
NAME      OPTIONS        FISCAL YEAR         ($/SH)         DATE
----      -------        -----------         ------         ----

NONE

<TABLE>
<S>            <C>
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
                                            NUMBER OF SECURITIES
          ACQUIRED         VALUE            UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED IN
NAME      ON EXERICSE      REALIZED          OPTIONS AT FY-END (#)           THE MONEY OPTIONS
----      -----------      --------          ---------------------           -----------------
                                          EXERCISABLE  UNEXERCISABLE      EXERCISABLE  UNEXERCISABLE
                                          -----------  -------------      -----------  -------------

NONE
</TABLE>

COMPENSATION OF DIRECTORS

      Voxel's directors are not compensated for their services as directors of
the Company.


EMPLOYMENT CONTRACTS

      We do not have an employment contract with any executive officers. Any
obligation to provide any compensation to any executive officer in the event of
his resignation, retirement or termination, or a change in control of the
Company, or a change in any named Executive Officers' responsibilities following
a change in control would be negotiated at the time of the event.

      We may in the future create retirement, pension, profit sharing and
medical reimbursement plans covering our Executive Officers and Directors.

      The company has made no Long Term Compensation payouts (LTIP or other)

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

      Voxel does not have an equity compensation plan.

      The following table sets forth, as of June 17, 2008, the number and
percentage of outstanding shares of common and preferred stock which, according
to the information supplied to the Company, were beneficially owned by (i) each
current director of the Company, (ii) each current executive officer of the
Company, (iii) all current directors and executive officers of the Company as a
group, and (iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the Company's outstanding common stock.
Except as otherwise indicated, the persons named in the table below have sole
voting and dispositive power with respect to all shares beneficially owned,
subject to community property laws (where applicable).

                              Common                    Preferred
Owner                         Shares  Percentage(1)       Shares      Percentage
--------------------------------------------------------------------------------
Michael Anthony(2)            1,000      .01%            10,000,000      100%
--------------------------------------------------------------------------------
Officers and directors as     1,000      .01%            10,000,000      100%
a group (1 persons)

5% Owners:

None
________________

(1)   Based on 8,447,014 shares of common stock and 10,000,000 shares of Series
      B Preferred Stock outstanding as of June 17, 2008.
(2)   Held by Corporate Services International, a private services corporation
      of which Mr. Anthony is the President and sole shareholder.

There are no arrangements which may result in a change in control of Voxel.

                                       26

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the last three years, to the knowledge of the Company, there was no
person who had or has a direct or indirect material interest in any transaction
or proposed transaction to which the Company was or is a party. Transactions in
this context relate to any transaction which exceeds $120,000 or one percent of
the average of the Company's total assets at year end for the last three
completed fiscal years.

      The officer and director of the Company will not devote more than a
portion of his time to the affairs of the Company. There may be occasions when
the time requirements of the Company's business conflict with the demands of his
other business and investment activities. Such conflict may require that the
company attempt to employ additional personnel. There is no assurance that the
services of such persons will be available or that they can be obtained upon
terms favorable to the company.

      There is no procedure in place which would allow officers or directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner in which they
consider appropriate.

      Laura Anthony, Esquire is corporate and securities counsel to the Company.
Laura Anthony is Michael Anthony's wife. Ms. Anthony's legal fees for the fiscal
year end December 31, 2007 totaled $20,000.

      Voxel does not have any independent directors.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

      The Company was billed a total of $0 for the fiscal year ended December
31, 1998 inclusive for professional services rendered by the principal
accountant for the audit of the Company's annual financial statements, the
review of our quarterly financial statements, and other services performed in
connection with our statutory and regulatory filings. These services also
included updating the audits for our registration statement and review of the
quarterly financial statements of the Company's acquiree.

AUDIT RELATED FEES

      There were $0 in audit related fees for the fiscal year ended December 31,
1998. Audit related fees include fees for assurance and related services
rendered by the principal accountant related to the audit or review of our
financial statements, not included in the foregoing paragraph.

TAX FEES

      There were no tax fees for the fiscal year ended December 31, 1998. Tax
fees include fees for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning.

ALL OTHER FEES

      There were no other professional services rendered by our principal
accountant during the last two fiscal years that were not included in the above
paragraphs.

      The Company's Board of Directors reviews and approves audit and
permissible non-audit services performed by its independent accountants, as well
as the fees charged for such services. In its review of non-audit service fees
and its appointment of Michael F. Cronin, CPA as the Company's independent
accountants, the Board of Directors considered whether the provision of such
services is compatible with maintaining independence.



                                       27

<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      The Company's financial statements for the fiscal years ended December 31,
1998 and 1997 are attached hereto as F-1 through F-


EXHIBITS

NUMBER                         DESCRIPTION
------                         -----------


3.1.1         Articles of Incorporation of Voxel dated April 15, 1988

3.1.2         Certificate of Amendment to Articles of Incorporation dated June
              6, 1988.

3.1.3         Amended and Restated Articles of Incorporation dated April 13,
              1990

3.1.4         Amended and Restated Articles of Incorporation dated August 2,
              1991

3.1.5         Certificate of Amendment of Articles of Incorporated dated May 24,
              1993

3.1.6         Certificate of Amendment of Articles of Incorporated dated June
              24, 1994

3.1.7         Certificate of Amendment of Articles of Incorporation dated
              December 22, 1995

3.2           By-laws

4.1.1         Certificate of Determination of Rights, Preferences, Privileges
              and Restrictions of Series C Preferred Stock dated December 29,
              1995

4.1.2         Amended Officers Certificate Decreasing Authorized Series C
              Preferred Stock dated November 16, 2007

4.1.3         Certificate of Determination of Preferences and Rights of Series B
              Preferred Stock dated December 12, 2007

REPORTS ON 8-K

      Report on 8-K dated June 17, 2008.


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


Date:  June 17, 2008                         VOXEL


                                              By: /s/ Michael Anthony
                                                  ------------------------------
                                                  Name: Michael Anthony
                                                  Title: Chief Executive Officer


                                       28