~~U.S.~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

~~For~~EXCHANGE ~~the~~ACT ~~fiscal~~OF ~~year ended March 31, 2012~~1934

~~Commission~~FOR ~~file~~THE ~~number:~~FISCAL ~~000-53678~~YEAR ENDED MARCH 31, 2013

~~ENTERTAINMENT~~Commission ~~ART,~~File ~~INC.~~Number 000-53678

(Exact name of registrant as specified in its charter)


BIOZOOM, INC.
(Exact name of registrant as specified in its charter) (Formerly Entertainment Art, Inc.)


Nevada	26-0370478
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Wilhelmshoeher Allee 273A
Kassel, Germany	34131
(Address of principal executive offices)	(Zip Code)
(800) 882-1683
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, 0.001 Par Value
(Title of each class)

Nevada		26-0370478
(State of incorporation)		(I.R.S. Employer Identification No.)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ¨ No x

~~c/o~~Indicate ~~Jeff~~by ~~Lamson~~check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x

~~Entertainment~~Indicate ~~Art~~by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Inc~~and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~2679~~Indicate ~~Aberdeen~~by ~~Lane~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

ElIndicate ~~Dorado~~by ~~Hills~~check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, CAand ~~95762~~will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

~~(Address~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~principal~~“large ~~executive~~accelerated ~~offices)~~filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~408~~Large accelerated filer o Accelerated filer ¨ Non-~~605-1572~~accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (~~Registrant’s~~as ~~telephone~~defined ~~number,~~in ~~including~~Rule ~~area~~12b-2 ~~code~~of the Exchange Act). Yes ¨ No x

~~Securities~~As ~~registered~~of ~~pursuant~~the tolast ~~Section~~business day of the registrant’s most recently completed second fiscal quarter, or September 28, 2012, the aggregate market value of the registrant's 12voting and nonvoting common equity held by nonaffiliates of the registrant was $61,000, assuming a per share price of $0.003 per share, which is the price at which the registrant’s common stock (badjusted for the registrant’s 33-for-1 forward split as of July of 2009) was last sold in its March 2008 private placement shortly after inception. For purposes of this response, the ~~Exchange~~registrant ~~Act:~~has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

~~None~~As of June 9, 2013, the registrant had 59,730,000 shares of and Common Stock, $0.001 par value, outstanding.

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

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o

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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed second fiscal quarter. There is no public bid or ask price of the common equity.

The number of shares of the issuer’s common stock issued and outstanding as of June 5, 2012 was 59,730,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

		Page
PART I
Item 1	Business		34
Item 1A	Risk Factors		59
Item 1B	Unresolved Staff Comments		515
Item 2	Properties		515
Item 3	Legal Proceedings		515
Item 4	Removed and Reserved		515
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		615
Item 6	Selected Financial Data		715
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation		715
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		1318
Item 8	Financial Statements		F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		1419
Item 9A(T)	Controls and Procedures		14
Item 9A	Controls and Procedures		19
Item 9B	Other Information		1519
PART III
Item 10	Directors, Executive Officers and Corporate Governance		1620
Item 11	Executive Compensation		1721
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		1822
Item 13	Certain Relationships and Related Transactions, and Director Independence		1923
Item 14	Principal Accountant Fees and Services		2023
PART IV
Item 15	Exhibits, Financial Statement Schedules		2124
SIGNATURES			2324

2 SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION

~~PART~~Certain Istatements in this Annual Report on Form 10-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements included in this report are made only as of the date of this report.

~~Item~~Readers ~~1. Business.~~of this report are cautioned that any forward-looking statements, including those regarding us or our management’s current beliefs, expectations, anticipations, estimations, projections, strategies, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties, such as:

AsThe ~~used~~forward-looking ininformation ~~this~~is ~~Annual~~based ~~Report~~on present circumstances and on ~~Form~~our ~~10-K~~predictions ~~(this~~respecting ~~“Report”),~~events ~~references~~that tohave ~~the~~not ~~“Company~~occurred,” ~~the~~that ~~“Registrant,”~~may ~~“we~~not occur,” ~~“our”~~or that may occur with different consequences from those now assumed or ~~“us”~~anticipated. ~~refer~~Actual toevents ~~Entertainment~~or ~~Art,~~results ~~Inc~~may differ materially from those discussed in the forward-looking statements., ~~unless~~The forward-looking statements included in this report are made only as of the ~~context~~date ~~otherwise~~of ~~indicates~~this report.

~~Forward-Looking~~· ~~Statements~~We may be deemed to be insolvent and may face liquidation. · We have not yet earned any commercial revenues, and the auditors’ report for our most recent fiscal year contains an explanatory paragraph about our ability to continue as a going concern. · We will require substantial amounts of additional capital from external sources. · Generating sales of our products will require skilled execution of our business plan. · On June 25, 2013, the Securities and Exchange Commission suspended trading of our common stock. We cannot predict whether our common stock will be eligible for trading in the future. · We are authorized to issue substantial additional shares of stock, which would dilute the ownership of our stockholders. · If our stock is eligible for trading in the future, penny stock regulations will impose certain restrictions on resales of our securities, which may cause an investor to lose some or all of its investment. · The factors set forth under “Risk Factors” and “Management’s Discussion and Analysis of Analysis of Financial Condition and Results of Operation” and other factors that are not currently known to us that may emerge from time to time.

~~This~~The ~~Report contains~~ forward-looking ~~statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking~~ information ~~includes~~is ~~statements~~based ~~relating~~on topresent ~~future~~circumstances ~~actions, prospective products, future performance or results of current or anticipated products, sales~~ and ~~marketing~~on ~~efforts,~~our ~~costs~~predictions ~~and~~respecting ~~expenses,~~events ~~interest~~that ~~rates,~~have ~~outcome~~not ~~of contingencies~~occurred, ~~financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those~~ that ~~are~~may not ~~historical in nature~~occur, ~~particularly~~or ~~those~~ that ~~use terminology such as “~~may,” ~~“will,”~~occur ~~“should,”~~with ~~“expects,”~~different ~~“anticipates,”~~consequences ~~“contemplates,”~~from ~~“estimates,”~~those ~~“believes,”~~now ~~“plans,”~~assumed ~~“projected,” “predicts,” “potential,”~~ or ~~“continue” or the negative of these similar terms~~anticipated. ~~The~~Actual ~~Private~~events ~~Securities~~or ~~Litigation~~results ~~Reform~~may ~~Act~~differ ofmaterially ~~1995~~from ~~provides~~those adiscussed ~~“safe~~in ~~harbor”~~the ~~for~~ forward-looking ~~information~~statements. toThe ~~encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as~~ forward-looking ~~and is accompanied by meaningful cautionary~~ statements ~~identifying~~included ~~important~~in ~~factors~~this ~~that~~report ~~could~~are ~~cause~~made ~~actual~~only ~~results~~as toof ~~differ~~the ~~materially~~date ~~from~~of ~~those~~this ~~projected in the information~~report.

~~These~~ 3 PART forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.I

~~Corporate~~Item ~~Background~~1. Business.

~~Entertainment~~Use ~~Art, Inc. was incorporated on June 15, 2007 in the State~~ of ~~Nevada.~~Certain WeDefined were initially focused on the business of designing, marketing and selling a line of fashionable zipper bags. In October 2007 we sold 20,130,000 shares of common stock to private investors at $.003 per share for gross proceeds of $61,000. The Company registered these shares, which represents 33.70% of the issued and outstanding shares of common stock, for resale. On June 30, 2009, the board of directors approved the implementation of a 33:1 forward stock split without correspondingly increasing the authorized shares of common stock. The effective date of the forward split was July 21, 2009 and as a result of the forward split, the Company has 59,730,000 shares of common stock issued and outstanding.Terms

~~Collectible~~Except ~~Sales,~~as ~~Inc.,~~otherwise anindicated ~~affiliate~~by of the ~~Company~~context, ~~shipped~~references us goods on consignment. In September 2008, the Company received a purchase order from a not for profit organization for the purchase of 500 units of zipper bags. The merchandise was delivered to the organization on consignment. We have not received any further orders and have effectively ceased operations in this ~~business.~~report ~~In May 2009 the merchandise that was originally shipped~~ to ~~the organization on consignment was sold and we received $1,500 as proceeds.~~:


•	“Biozoom,” “Biozoom, Inc.,” “we,” “us,” or “our,” “Successor” and the “Company” are references to the business of Biozoom, Inc.
•	“Securities Act” refers to the Securities Act of 1933, as amended, and “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

OnBusiness June 30, 2009, the board of directors approved the implementation of a 33:1 forward stock split without correspondingly increasing the authorized shares of common stock. The effective date of the forward split was July 21, 2009 and as a result of the forward split, the Company has 59,730,000 shares of common stock issued and outstanding.Overview

OnWe ~~August~~are 7,a ~~2009~~Nevada-organized ~~and~~company ~~October~~holding ~~31,~~certain ~~2009,~~patents ~~the Company issued promissory notes for $16,000~~ and ~~$9,000,~~licenses ~~respectively,~~ to atechnology ~~third~~in ~~party memorializing~~ the ~~debts.~~field ~~The~~of ~~promissory~~devices ~~notes~~that ~~are~~use ~~payable~~spectroscopics ~~on demand and bear interest at 9% per annum. In addition, on April 19, 2010 and July 20, 2010 we issued promissory notes for $5,500 and $10,000, respectively,~~ to ~~such~~detect ~~third party. The notes are payable on demand~~ and ~~bear~~measure ~~interest~~substances atwithin ~~9% per annum. On August 3, 2011,~~ the ~~Company~~body ~~issued~~or aother ~~promissory~~biological ~~note for $5,000 to a third party, which bear interest at 5% per annum~~substances. On ~~October~~We ~~10,~~are ~~2011,~~also ~~the~~developing ~~Company issued a promissory note for $15,400 to the same third party~~ and onacquiring ~~March~~additional ~~30,~~technologies ~~2012,~~from ~~the~~time ~~Company issued a promissory note for $5,000~~ to ~~the same party, both bear interest at 5% per annum~~time.

~~Advances~~Our ~~made~~Corporate byHistory ~~the officers of the Company, currently aggregating $6,500, accrue interest at the rate of 5% per annum~~ and ~~are payable on demand.~~Background

~~The~~We ~~address~~were incorporated as “Entertainment Art, Inc.” on June 15, 2007 in the State of ~~our~~Nevada. ~~principal~~We ~~executive~~were ~~office~~initially isfocused ~~c/o~~on Mrthe business of designing, marketing and selling leather and other products. ~~Jeff~~In ~~Lamson~~October of 2007, ~~Entertainment~~we ~~Art~~sold 20,130,000 ~~Inc~~shares of common stock to private investors at $0.003 ~~2679~~per ~~Aberdeen~~share ~~Lane~~for gross proceeds of $61,000. ElWe ~~Dorado~~registered ~~Hills~~the sale of these shares, CAwhich ~~95762~~represent 33.70% ~~Our~~of ~~telephone~~the ~~number~~issued isand ~~408-605-1572~~outstanding shares of our common stock, for resale. We doOn ~~not~~July ~~have~~21, 2009, we implemented a ~~functioning~~33:1 ~~website~~forward atstock ~~this~~split ~~time~~without correspondingly increasing the authorized shares of common stock. As a result of the forward split, we had 59,730,000 shares of common stock issued and outstanding as of immediately prior to closing of the Opsolution Acquisition described below. As of immediately prior to the Opsolution Acquisition, we were deemed a “blank check” shell.

~~The~~Upon ~~Company~~completing ~~has~~the ~~conducted~~Opsolution ~~virtually~~Acquisition noon ~~business~~February ~~other~~28, ~~than~~2013, ~~organizational~~we ~~matters,~~ceased ~~filing~~being ~~its~~considered ~~Registration~~a ~~Statement~~“shell” company and ~~filings~~are now in the business of ~~periodic~~researching, ~~reports~~developing ~~with~~and licensing technologies relating to the ~~SEC~~mobile remote collection of biomedical data as well as bi-lateral diagnostic communication. ~~The~~Specifically, ~~Company~~we ~~has~~have ~~since~~produced, ~~abandoned~~and ~~its~~have ~~business~~already ~~plan~~began and iscompleted ~~now~~clinical ~~seeking~~trials anutilizing, ~~operating~~a ~~company~~handheld ~~with~~device ~~which~~that toutilizes ~~merge~~such ortechnology and uses spectroscopy, the interaction between cells and radiated energy, to ~~acquire~~measure concentrations of substances in the human body for application in the health, wellness, and medical industries.

WeOn ~~are~~March ~~considered~~11, a2013, ~~blank~~we ~~check~~filed ~~company.~~Articles ~~The~~of ~~U.S.~~Merger ~~Securities~~with ~~and Exchange Commission (~~the ~~“SEC”)~~Nevada ~~defines~~Secretary ~~those~~of ~~companies~~State aspursuant ~~“any~~to ~~development stage company that is issuing a penny stock, within~~ the ~~meaning~~Nevada ofRevised ~~Section~~Statutes 3(a92A.180)~~(51)~~ ofto ~~the~~change ~~Securities~~our ~~Exchange~~name ~~Act~~from of“Entertainment ~~1934~~Art, asInc.” ~~amended~~to ~~(the~~ “~~Exchange Act”)~~Biozoom, ~~and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies~~Inc.” ~~Under SEC Rule 12b-2 under the Securities Act of 1933, as amended~~ (the “~~Securities~~Name ~~Act~~Change”),. weWe ~~also~~submitted ~~qualify~~an asIssuer aCompany-Related ~~“shell~~Action ~~company,”~~Notification ~~because~~Form weto ~~have~~FINRA noregarding orthe ~~nominal~~Name ~~assets~~Change ~~(other than cash)~~ and norequesting ora ~~nominal~~change ~~operations. Many~~of ~~states~~our ~~have~~ticker ~~enacted~~symbol ~~statutes,~~to ~~rules~~“BIZM” ~~and regulations limiting~~ (the ~~sale of securities of~~ “~~blank~~Symbol ~~check~~Change” ~~companies in their respective jurisdictions~~). ~~Management~~FINRA ~~does~~granted ~~not~~approval intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the ~~Exchange~~Name ~~Act~~Change ~~for~~and soSymbol ~~long~~Change aseffective weApril ~~are~~1, ~~subject to those requirements~~2013.

~~Our~~On ~~current~~June ~~business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances~~25, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to us rather than to merge. No assurances can be given that we will be successful in identifying or negotiating with any target company2013, ~~or, if we do enter into such a business combination, no assurances can be given as to~~ the ~~terms~~Securities ofand aExchange ~~business~~Commission ~~combination,~~suspended ortrading ~~as to the nature~~ of ~~the~~our ~~target~~common ~~company~~stock. ~~We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.~~

4The address of our principal executive office is Wilhelmshoeher Allee 273A, Kassel, Germany, 34131. Our telephone number is 800-882-1683, and our website is www.biozoom.net.

~~Item~~Opsolution ~~1A Risk~~Asset ~~Factors~~Acquisition

~~Smaller~~As ~~reporting~~of February 28, 2013, we entered into a transaction (the “Opsolution Acquisition” or “Acquisition”) pursuant to which our newly formed wholly-owned Delaware subsidiary, Biozoom Technologies, Inc. acquired the tangible and intangible assets, including patents, licenses, and related assets, from three German companies ~~are~~(Opsolution ~~not~~Spectroscopic ~~required~~Systems GmbH, Opsolution NanoPhotonics GmbH and Opsolution GmbH, collectively the “Opsolution Entities” or “Opsolution Sellers”) in consideration for (1) a payment of approximately $50,000, (2) the issuance of 39,000,000 shares of our common stock to ~~provide~~shareholders of the ~~information~~Opsolution ~~required~~Entities, (3) the return and cancellation of 39,000,000 shares of our common stock by ~~this~~our ~~Item~~former 1Amajority shareholder, and (4) the appointment of two of the principals of the Opsolution Entities to our Board of Directors and as our Chief Executive Officer and Chief Technology Officer. As a result of the Acquisition, the Opsolution Entities’ shareholders became approximately 65.3% holders of Biozoom, Inc. The closing of the Acquisition under the Asset Purchase Agreement was effective as of February 28, 2013.

~~Item~~Also 1Bas part of the Acquisition, we entered into a letter agreement outlining the terms of a joint venture with Opsolution GmbH, dated as of February 28, 2013 (the “Opsolution JV Agreement”), pursuant to which we will have rights to additional intellectual property being developed by Opsolution GmbH in Germany. ~~Unresolved~~ ~~Staff~~Additional ~~Comments~~details relating to this important joint venture are set forth below, in this “Description of Business” section and elsewhere in this Report.

~~None~~The assets acquired in the Acquisition consist primarily of (i) all intellectual property, including patents, patent applications, provisional patents or applications, trademarks, tradenames, license or sub license rights, developments, ideas, drawings, concepts, copyrights, technologies, formulas, developments, trade secrets, ideas; (ii) rights under a certain Liquidation Agreement between certain of the Opsolution Entities and Vodafone Ventures Limited and certain other entities, dated as of November 8, 2006; (iii) certain specified patents and patent licenses; and certain specified plant and equipment mostly located in Germany and used in the development of the technology underlying the patents and licenses and products derived therefrom. We also acquired the tangible assets of the Opsolution Entities. Some of the intellectual property assets we acquired are subject to a joint venture with Vodafone or Carl Zeiss Microscopy GmbH as a result of joint research and development efforts in the past.

~~Item~~The 2foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the provisions of Exhibit 10. ~~Properties~~1 to this Report, which is incorporated by reference herein.

We 4 Accounting currently maintain our corporate offices at 2679 Aberdeen Lane, El Dorado Hills, CA 95762. Our telephone number is 408-605-1572. Our offices are provided by an entity owned by our Chief Executive Officer and a director, at no cost to us. We believe that its current office space is adequate for the foreseeable future.Acquirer

~~Item~~As a result of the Acquisition, we acquired substantially all of the assets of the Opsolution Sellers, and their shareholders became approximately 65.3% holders of Biozoom, Inc. ~~Legal~~ ~~Proceedings~~Thus, for reporting purposes, the Acquisition constituted a “change in control” of our company, and the Opsolution Sellers are deemed the accounting acquirers for disclosure and financial reporting and description purposes.

~~There~~References ~~are no pending legal proceedings~~ to ~~which we are a party or in which any director~~“us,” ~~officer~~“our” or ~~affiliate of~~ the “Company,” ~~any~~prior ~~owner~~to ofthe ~~record~~Acquisition orrefers ~~beneficially~~to ofthe ~~more~~business ~~than~~and 5%operations of ~~any class of~~ our ~~voting~~Opsolution ~~securities~~Sellers, orwhich ~~security~~we ~~holder~~have issince aacquired, ~~party~~unless ~~adverse to~~ the ~~Company~~context orrequires ~~has~~otherwise a(such ~~material~~as, ~~interest~~for ~~adverse~~example toand ~~us.~~without ~~Our~~limitation, ~~property~~references isto ~~not~~our ~~the~~trading ~~subject~~and ofcommon ~~any~~stock, ~~pending~~or ~~legal~~Entertainment ~~proceedings~~Art, Inc.).

~~Item~~In 4connection with the Acquisition of the Opsolution assets, we conducted an offering of 1,150,000 shares of Series A Preferred Stock for $1,150,000, or $1. ~~Removed~~00 per share, pursuant to the Series A Preferred Stock Purchase Agreement. This offering provided for a maximum offering amount of $2,000,000 for 2,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into approximately seven and ~~Reserved~~a half (7.5) shares of our common stock, or 8,625,021 shares up to 15,000,000 shares if the full 2,000,000 shares of Series A Preferred Stock were sold.

5About the Opsolution Entities and Business

~~PART~~History II

~~Item~~The 5Opsolution Entities trace their origins to an optics development concern formed in 2004 by German scientists and engineers, to explore and exploit cutting edge optics technologies that the founders had been researching and developing. ~~Market~~ In 2004, the optics development company established a joint venture called Opsolution Mobile (later renamed to Biozoom Services GmbH) with European telecom giant, Vodafone, to explore potential applications for ~~Registrant’s~~their ~~Common~~technologies ~~Equity~~in the area of remote telemedicine through cellular phone devices. In 2007, ~~Related~~Opsolution ~~Stockholder~~Spectroscopic ~~Matters~~Systems GmbH was organized to facilitate an engineering and ~~Issuer~~development ~~Purchases~~partnership with another reputable entity, Carl Zeiss Microscopy GmbH, an international conglomerate and world leader in optical engineering. The Opsolution Nanophotonics GmbH success of ~~Equity~~miniaturizing ~~Securities~~traditional spectroscopic systems to nanoscopic scale lead in 2008, 2009 and 2010 to government grants for the founders to continue their R&D work.

~~Market~~Some ~~Information~~of the intellectual property we have acquired is still subject to joint venture rights of Vodafone or its successor in interest and assignees or Carl Zeiss and their assignees, as provided below.

~~Our common stock is eligible to be traded on the Over-~~The~~-Counter~~ ~~Bulletin~~patents ~~Board~~purchased ~~under~~are ~~the~~primarily ~~ticker~~for ~~symbol~~use ~~EERT. There has been no active trading~~ in ~~the~~spectroscopy. ~~Company’s~~A ~~securities,~~complete ~~and~~list ~~there~~of ~~has~~these ~~been~~patents nois ~~bid~~listed ~~or ask prices quoted~~below.

~~Holders~~Initial Device; Technologies and Focus; Spectroscopy and Two-Way Diagnostic Communication

AsThe ofCompany’s ~~June~~objective 5is to further develop, ~~2012~~and commercialize through license or marketing, ~~there~~a ~~were~~mobile 59platform for remote collection of biomedical data. This involves an important technology known as “spectroscopy.” Spectroscopy is the interaction between matter,~~730~~ specifically cells,~~000~~ ~~common~~and ~~shares~~radiated ~~issued~~energy. ~~and~~Spectroscopy ~~outstanding,~~technology ~~which~~is ~~were~~vital ~~held~~to ~~by 26~~determining ~~stockholders~~concentrations of ~~record~~certain substances in medical, chemical and biological applications.

~~Dividends~~The initial patents and intellectual property purchased in the Opsolution Acquisition relates to the development and patent of small handheld devices that utilize reflection spectroscopy and optical feedback, to determine a person’s health and wellbeing. A common example of spectroscopy used in medicine is a basic pulse oximeter in use and existence today. A pulse oximeter is a small device externally attached to a finger which utilizes light refraction to instantly provide a blood oxygen concentration in the blood, without use of needles or other invasive techniques. Our technology, however, is being utilized to determine far more than simply oxygen content.

WeBiofeedback ~~have~~is ~~never~~an ~~declared~~effective ormeans ~~paid~~for ~~any~~an ~~cash~~individual ~~dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect~~ to ~~retain~~learn ~~any~~how ~~future earnings~~ to ~~finance~~influence ~~our~~physiological ~~operations~~activity, ~~and~~for ~~expansion.~~purposes ~~The payment~~ of ~~cash~~diagnosing ~~dividends~~nutritional ~~in the future will be at the discretion of our Board of Directors~~ and ~~will depend upon our earnings levels, capital requirements, any restrictive loan covenants and~~ other ~~factors~~health ~~the Board considers relevant~~problems.

~~Equity~~Our ~~Compensation~~Biofeedback ~~Plans~~device is designed to be a small, simple, mobile and inexpensive mechanism that collects biological data from individuals to detect antioxidants and nutritional and other health markers. This device is designed to avoid complex, messy and timely blood tests. Because it is electronic, it can also be used remotely, such as in the home or at a clinic with results transferred by telemetry (phone, computer, etc.).

WeCurrent doCalibration ~~not have any equity compensation plans.~~Applications

~~Recent~~Currently ~~Sales~~the device is calibrated to measure carotenoids in human skin as a marker substance for the complete antioxidant network including vitamins, enzymes and other substances like flavonoids, lipoic acid, etc., allowing the calculation of ~~Unregistered~~stress ~~Securities;~~due ~~Use~~to the ascent or descant of ~~Proceeds~~the ~~from~~marker. ~~Registered~~Since ~~Securities~~a correlation was found between the spectroscopic measurement of Cytochrome C Oxidase and VO2 max, the device can be used to determine the cardiorespiratory fitness of users.

OnOur ~~June~~devices ~~15,~~will ~~2007~~be calibrated, wein ~~issued~~several andevelopment ~~aggregate of 39~~steps,~~600,000~~ ~~shares of our common stock~~ to ~~our~~detect ~~officers~~ and ~~directors~~calculate ~~for~~ the ~~total~~following: ~~consideration of $5,100. These issuances were made pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act.~~

In·Antioxidant October 2007, the Company sold 20,130,000 shares of common stock to private investors at $.003 per share for gross proceeds of $61,000. The sale of the shares represents 33.7% of the Company’s issued and outstanding shares of common stock.levels

6·Vitamin levels

On·Skin ~~June~~moisture ~~30,~~(pre-mature ~~2009,~~aging) the board of directors approved the implementation of a 33:1 forward stock split without correspondingly increasing the authorized shares of common stock. The effective date of the forward split was July 21, 2009 and as a result of the forward split, the Company has 59,730,000 shares of common stock issued and outstanding. All share and per share information have been retroactively restated to reflect this recapitalization.

~~Purchases~~·Oxidative ~~of Equity Securities by the Small Business Issuer and Affiliated Purchasers~~stress

We· ~~have~~Cytochrome ~~not~~C ~~repurchased any shares of our common stock during the fiscal year ended March 31, 2011.~~Oxidase

~~Item~~· ~~6. Selected~~VO2 ~~Financial~~max ~~Data~~(for endurance analysis)

~~Smaller reporting companies are not required to provide the information required by this Item 6.~~5

~~Item~~In ~~7. Management’s~~the ~~Discussion~~future, we are hoping to be able to develop technologies that enable detection and ~~Analysis~~measurement of ~~Financial~~cholesterol, ~~Condition~~blood sugar levels, alcohol, drugs, smoke poisoning, and ~~Results~~even ofblood ~~Operations~~pressure.

~~Certain~~No ~~statements~~assurance ~~contained~~can inbe ~~this~~made ~~prospectus,~~that ~~including~~we ~~statements~~will ~~regarding~~be ~~the~~able ~~anticipated~~to ~~development~~develop ~~and~~further ~~expansion of our business~~applications, ~~our intent, belief~~ or ~~current expectations~~, ~~primarily~~if ~~with~~we ~~respect to the future operating performance of Entertainment Art~~do, ~~Inc.~~that ~~All~~we ~~forward-looking~~will ~~statements~~be ~~speak~~able ~~only as of the date on which they are made. We undertake no obligation~~ to ~~update~~commercialize ~~such statements to reflect events that occur or circumstances that exist after the date on which they are made~~them.

~~Plan~~Joint Venture Development of ~~Operation~~Our Technologies

~~During~~Some ~~the~~of ~~next~~our 12intellectual ~~months,~~property wehas ~~intend~~been todeveloped ~~seek,~~in ~~investigate~~partnership ~~and,~~with ifother ~~such investigation warrants~~entities, ~~acquire~~namely anVodafone ~~interest~~and inCarl ~~one~~Zeiss orMicroscopy ~~more~~GmbH, ~~business~~a ~~opportunities~~major ~~presented~~engineering tofirm itin ~~by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation~~Europe. ~~At this time~~Specifically, weCarl ~~have~~Zeiss nohas ~~plan,~~assisted ~~proposal, agreement, understanding or arrangement to acquire or merge~~ with ~~any~~production ~~specific~~and ~~business~~design orof ~~company, and~~ the ~~Company~~spectroscopic ~~has~~unit, ~~not identified any specific business or company for investigation~~ and ~~evaluation~~its calibration. NoTheir ~~member~~assistance ofhas ~~management~~allowed orus ~~promoter~~to ofput the ~~Company~~device ~~has~~to ~~had~~use ~~any~~in ~~material~~Charité ~~discussions~~Berlin, ~~with~~a ~~any~~top-tier ~~other~~and ~~company~~respected ~~with~~University ~~respect~~Hospital toin ~~any acquisition of that company~~Europe.

~~The~~Description ~~Company will not restrict its search to any specific business, industry or geographical location, and we may participate in a business venture~~ of ~~virtually~~Shared ~~any~~Intellectual ~~kind~~Property or nature. The discussion of the proposed plan of operation under this caption and throughout this Annual Report 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.Terms

7Some of our intellectual property was developed in conjunction with Vodafone’s subsidiary (Biozoom Services GmbH) and, subsequent to their liquidation, remains subject to a shared license. Certain other intellectual property we have was developed or acquired in partnership with Carl Zeiss Microscopy GmbH. To the extent that the intellectual property we acquired from the Opsolution Sellers was subject to the limitations of these agreements, we will be subject to them as well.

WeVodafone ~~might~~Joint ~~obtain~~Ventured ~~funds~~Intellectual in one or more private placements to finance the operation of any acquired business. Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition. The Company's proposed business is sometimes referred to as a "blind pool" because any investors will entrust their investment monies to our management before they have a chance to analyze any ultimate use to which their money may be put. Consequently, the Company's potential success is heavily dependent on the Company's management, which will have virtually unlimited discretion in searching for and entering into a business opportunity. There can be no assurance that we will be able to raise any funds in private placements. In any private placement, management may purchase shares on the same terms as offered in the private placement.Property

~~Management~~Pursuant ~~anticipates~~to ~~that~~the itterms ~~will~~of ~~only~~the ~~participate~~liquidation ~~in one potential business venture. This lack~~ of ~~diversification~~Vodafone’s ~~should~~related beentities ~~considered a substantial risk~~ in ~~investing~~November inof ~~the~~2006, ~~Company~~Opsolution ~~because~~Spectroscopic itSystems ~~will~~GmbH ~~not~~(“OSS”) ~~permit~~entered usinto toa ~~offset~~liquidation ~~potential~~agreement ~~losses~~with ~~from~~Vodafone ~~one~~Ventures ~~venture against gains from another~~Ltd. Weand ~~may~~its ~~seek~~related aentities, ~~business~~as ~~opportunity~~well ~~with~~as aBiozoom ~~firm~~Services ~~which~~GmbH; ~~only~~and ~~recently commenced operations~~subsequently, oron aJanuary ~~developing~~7th ~~company~~of in2009, ~~need~~these ofentities ~~additional~~or ~~funds~~their ~~for~~successors ~~expansion~~entered into ~~new~~an ~~products~~Agreement oron ~~markets,~~Intellectual orProperty ~~seeking~~and toProperty ~~develop~~Rights aamong ~~new~~themselves. ~~product~~This orarrangement ~~service~~provided, oramong another ~~established~~things, ~~business~~for ~~which~~intellectual ~~may~~property beowned ~~experiencing~~by ~~financial or operating difficulties and is in~~ the ~~need~~Vodafone-related ~~for~~entities ~~additional capital which is perceived~~ to beinure ~~easier~~ to ~~raise~~the bybenefit aof ~~public~~its ~~company.~~successor ~~In some~~and ~~instances,~~ a ~~business~~new, ~~opportunity~~post-liquidation ~~may~~entity ~~involve~~known ~~the~~as ~~acquisition~~Vodafone orVentures ~~merger~~Ltd. ~~with~~and aOSS. ~~corporation~~The ~~which~~relevant ~~does~~terms ~~not~~of ~~need~~the ~~substantial~~Vodafone ~~additional~~arrangements ~~cash~~provided ~~but~~that, ~~which~~with ~~desires~~respect to ~~establish~~all aintellectual ~~public~~property ~~trading~~coming ~~market~~from ~~for~~this ~~its~~transaction: ~~common stock. We may purchase assets and establish wholly owned subsidiaries in various businesses or purchase existing businesses as subsidiaries.~~

We· ~~anticipate~~Basic ~~that~~technology ~~the selection of a business opportunity in which to participate will be complex~~ and ~~extremely~~basic ~~risky.~~analysis ~~Because~~software ofIP ~~general~~rights ~~economic~~were ~~conditions,~~assigned rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of a publicly traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to ~~key~~Vodafone ~~employees,~~Ventures ~~providing~~Limited ~~liquidity (subject to restrictions of applicable statutes) for all shareholders,~~ and ~~other factors~~OSS. 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 extremely difficult and complex.

As· ~~part~~Jointly ofdeveloped ~~any~~intellectual ~~transaction~~property, ~~the~~such ~~acquired~~as ~~company~~joint ~~may~~patent ~~require~~applications ~~that management~~ or ~~other~~jointly ~~stockholders~~developed ~~of the Company sell all~~ or afiled ~~portion~~patent ofapplications, ~~their~~patents, ~~shares to the acquired company~~trademarks, orand toother ~~the~~IP ~~principals of~~ (the ~~acquired~~“New ~~company.~~Vodafone ItIP”) isare ~~anticipated~~divided ~~that~~among ~~the~~Vodafone ~~sales~~and ~~price~~OSS of(with ~~such~~OSS ~~shares~~receiving, ~~will~~generally, bebetween ~~lower~~45% ~~than~~and ~~the~~67% ~~current market price or anticipated market price~~ of ~~our common stock. Our funds are not expected to be used for purposes of any stock purchase from insiders. Our shareholders will not be provided~~ the ~~opportunity~~royalty to approve or consent to such sale. The opportunity to sell all or a portion of their shares in connection with an acquisition may influence management's decision to enter into a specific transaction. Howeverrights, ~~management~~depending ~~believes~~on ~~that since~~ the ~~anticipated~~intellectual ~~sales price will be less than market value~~property), ~~that the potential of a stock sale by management will be a material factor in their decision to enter a specific transaction.~~

~~The~~· ~~above~~Either ~~description~~Vodafone ofor ~~potential~~OSS ~~sales~~or ofits ~~management~~successors ~~stock~~may isuse ~~not~~the ~~based~~New ~~upon~~Vodafone ~~any~~IP ~~corporate~~rights ~~bylaw,~~for ~~shareholder~~the orcentral ~~board~~application ~~resolution,~~of orservices ~~contract~~for ortheir ~~agreement.~~own Norespective ~~other~~business ~~payments~~operation ofwithout ~~cash~~paying orroyalties ~~property are expected~~ to beone ~~received~~another, ~~by management in connection with any acquisition.~~

We· ~~have~~OSS ~~not~~may ~~formulated~~use, on a royalty-free basis, New Vodafone IP rights for any ~~policy~~other ~~regarding~~de-central application of services when the ~~use~~spectral ofanalysis ~~consultants~~is oranalyzed ~~outside~~locally ~~advisors~~on an electrical device connected to a scanner and telecom network, ~~but~~and doeither ~~not~~Vodafone ~~anticipate~~or ~~that~~OSS itmay ~~will~~grant ~~use~~simple sublicenses for the ~~services~~New ofVodafone ~~such~~IP ~~persons~~rights, with royalty split on a pro-rata basis (i.e. currently 65% Vodafone and 35% Biozoom as successor). Development results can be used by Vodafone or OSS on a non-exclusive, unrestricted, irrevocable and royalty free basis, and

8· We may be required to pay our pro-rata share of patent prosecution or defense costs.

WeCarl ~~have,~~Zeiss ~~and~~Microscopy ~~will continue to have~~GmbH, insufficient capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will offer owners of business opportunities the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and ~~accounting~~Other ~~costs~~Joint inVentured ~~connection~~Intellectual with the acquisition of a business opportunity including the costs of preparing post-effective amendments, Forms 8-K, agreements and related reports and documents. The officers and directors of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.Property

WeSome doof ~~not~~our ~~intend~~intellectual toproperty ~~make~~was ~~any~~acquired ~~loans~~from, toor ~~any~~as ~~prospective~~a ~~merger~~result orof ~~acquisition~~joint ~~candidates~~efforts orwith, toCarl ~~unaffiliated~~Zeiss ~~third~~Microscopy ~~parties~~GmbH, which resulted in a 50%-50% relationship on receipt of all royalties, or other developers.

~~Sources~~Management believes that its relationship with Carl Zeiss Microscopy GmbH is of ~~Opportunities~~significant value to the Company. The Opsolution Sellers and their principals have developed their relationship with Carl Zeiss, a well-known high-end producer of optical systems, for over 10 years. They were also instrumental in securing the Charité, the medical university and hospital, as a valuable development partner of the Company’s devices.

WeThe ~~anticipate~~Company’s ~~that~~management ~~business~~and ~~opportunities~~oversight ~~for~~/ ~~possible~~coaching ~~acquisition~~portal will be ~~referred~~conducted byfrom ~~various~~the ~~sources,~~U.S. ~~including~~By ~~its~~using ~~officers~~the German medical network and ~~directors,~~combined ~~professional~~with ~~advisers,~~designated ~~securities~~U.S. ~~broker-dealers,~~scientists ~~venture~~in ~~capitalists~~all relevant faculties, ~~members~~management ofbelieves that the ~~financial~~development ~~community,~~of ~~and~~the ~~others~~data-based ~~who~~coaching ~~may~~system ~~present~~will ~~unsolicited~~be ~~proposals~~realized.

WeUniversity ~~will seek a potential business opportunity from all known sources, but will rely principally on personal contacts~~ of ~~our~~Kassel officers and directors as well as indirect associations between them and other business and professional people. It is not presently anticipated that we will engage professional firms specializing in business acquisitions or reorganizations.Research

~~The~~We ~~officers~~also ~~and~~own ~~directors~~certain ofintellectual ~~the~~property ~~Company are currently employed in other positions~~ and ~~will~~patents ~~devote~~as ~~only~~ a ~~portion~~result of ~~their~~the ~~time~~relationship ~~(not~~and ~~more~~license ~~than~~agreements anbetween ~~hour~~Opsolution ~~per~~GmbH ~~week~~and ~~if necessary) to~~ the ~~business~~University ~~affairs~~ of ~~the~~Kassel. ~~Company,~~The ~~until~~university ~~such~~conducted ~~time~~certain asresearch anand ~~acquisition~~implemented ~~has~~patent ~~been~~filing, ~~determined~~as toindicated bein ~~highly~~the ~~favorable~~chart below, atand ~~which~~transferred ~~time~~the ~~they~~same ~~expect~~ to ~~spend~~Opsolution ~~full~~Sellers ~~time~~for ina ~~investigating~~purchase ~~and~~price ~~closing~~of ~~any~~EUR ~~acquisition~~39,000 ~~for~~(plus aVAT), ~~period~~EUR of5,000 ~~two~~per ~~weeks. In addition~~year, incommencing the ~~face~~first year of ~~competing~~market ~~demands~~entrance ~~for~~of ~~their time,~~ the ~~officers~~sensor ~~and~~utilizing ~~directors~~this ~~may~~technology, ~~grant~~and ~~priority~~a to2% ~~their~~royalty ~~full-time~~on ~~positions rather than to the Company~~sales.

~~Evaluation of Opportunities~~6

~~The~~Business analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. Management intends to concentrate on identifying prospective business opportunities, which may be brought to its attention through present associations with management. 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 operation, if any; prospects for the future; 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 or acceptance of products, services or trades; name identification; and other relevant factors. Officers and directors of each company will meet personally with management and key personnel of the firm sponsoring the business opportunity as part of their investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained.Strategy

9One of the company’s products is already in trial use in Europe. In order to successfully commercialize our intellectual property, management believes that further development and perfection of our devices, as well as developing relationships in our initial target markets, will both be necessary in order to create brand awareness and penetrate these markets. Specifically, management believes, that the next steps for the company are:

It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the Company's shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the promoters thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Company's participation. There is a risk, even after the Company's participation in the activity and the related expenditure of the Company's funds, that the combined enterprises will still be unable to become a going concern or advance beyond the development stage. Many of the opportunities may involve new and untested products, processes, or market strategies, which may not succeed. Such risks will be assumed by the Company and, therefore, its shareholders.·

WeOptimization ~~will not restrict our search for any specific kind~~ of ~~business,~~existing ~~but~~software ~~may~~and ~~acquire~~hardware ato ~~venture,~~maintain ~~which~~the ishigh inquality ~~its preliminary or development stage, which is already in operation, or in essentially any stage~~ of ~~its~~the ~~corporate~~Biozoom(TM) ~~life.~~scanner Itas ~~is currently impossible to predict~~ the ~~status~~company’s ofserial ~~any business in which we may become engaged~~product, in ~~that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.~~

~~Acquisition of Opportunities~~·

InRealization ~~implementing~~of ~~a structure for a particular business acquisition,~~ the ~~Company~~Biozoom(TM) ~~may~~portal ~~become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement~~ with ~~another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of~~ a ~~transaction,~~customer-oriented ~~it is possible that our present management and shareholders will not be in control of the Company. In addition~~design, a majority or all of the Company’s officers and directors may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company's shareholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable Federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified times thereafter.·

~~The~~Development ~~issuance~~ of substantial additional securities and their potential sale into any trading market, which may develop in the Company's common stock may have a depressive effect on such market. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business-related ~~transaction~~databases ~~will find it desirable~~ to ~~avoid the creation of a taxable event and thereby structure the acquisition in a so called "tax free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986~~realize, asamong ~~amended~~other ~~(the "Code"). In order to obtain tax free treatment under the Code~~things, itcentral ~~may~~analysis ~~be necessary for the owners~~ of ~~the acquired business to own 80% or more of the voting stock of the surviving entity. In such event~~measurements, ~~the~~saving ~~shareholders~~ of ~~the~~results ~~Company,~~or ~~including~~comparing ~~investors~~individual inmeasurements ~~this~~with ~~offering,~~group ~~would retain less than 20% of the issued and outstanding shares of the surviving entity~~results, ~~which could result in significant dilution in the equity of such shareholders~~etc.,

As part of the Company's investigation, officers and directors of the Company will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise.·

10Continuation of research and medical studies to validate, for all skin types, the algorithm for analysing measurement with the serial product,

The manner in which each Company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity, and the relative negotiating strength of the Company and such other management.·

~~With~~Starting ~~respect~~cooperation ~~to any mergers or acquisitions, negotiations~~ with ~~target~~specialists ~~company management will be expected to focus on the percentage of the Company, which target company shareholders would acquire~~ in ~~exchange~~US for ~~their~~conducting ~~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 ~~lesser~~study ~~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~~students ~~assets. Any merger or acquisition effected by the Company can be expected~~ to ~~have~~check aand ~~significant dilutive~~improve ~~effect~~their onbehaviour ~~the~~concerning ~~percentage of shares held by the Company's then shareholders~~nutrition, ~~including~~smoking ~~purchasers~~and inalcohol ~~this offering.~~consumption,

~~We will not have sufficient funds (unless we are able to raise funds in a private placement) to undertake any significant development, marketing and manufacturing of any product which may be acquired.~~·

~~Accordingly,~~Filing ~~following~~/ ~~the~~ acquisition of ~~any~~further ~~such~~IP ~~product,~~rights concerning the ~~Company~~second ~~will,~~generation ~~in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which we would probably be required to give up a substantial portion~~ of ~~our interest in any acquired product. There is no assurance that~~ the ~~Company~~Biozoom(TM) ~~will be able either to obtain additional financing or interest third parties in providing funding for the further development~~scanner, ~~marketing~~ and ~~manufacturing of any products acquired.~~

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity the costs therefore incurred in the related investigation would not be recoverable.·

~~Furthermore,~~Licensing ~~even~~other ifof anBiozoom’s ~~agreement~~IP isto ~~reached~~other ~~for~~technology ~~the~~development ~~participation~~companies inwith ~~a specific business opportunity,~~ the ~~failure~~ability to ~~consummate~~develop ~~that~~and ~~transaction~~market ~~may~~the ~~result~~IP in ~~the~~fields ~~loss~~other tothan ~~the~~health ~~Company~~care ofand ~~the related costs incurred~~education.

~~Management~~Market believes that the Company may be able to benefit from the use of "leverage" in the acquisition of a business opportunity. Leveraging a transaction involves the acquisition of a business through incurring significant indebtedness for a large percentage of the purchase price for that business.Opportunity

~~Through~~The acompany ~~leveraged~~believes ~~transaction,~~that the ~~Company~~initial ~~would be required to use less of its available funds for acquiring the business opportunity~~ and, ~~therefore,~~most ~~could~~readily ~~commit~~viable ~~those~~markets ~~funds to the operations of the business opportunity, to acquisition of other business opportunities or to other activities. The borrowing involved in a leveraged transaction~~ will ~~ordinarily~~ be ~~secured by~~ the ~~assets~~health ofcare ~~the~~sector ~~business~~and ~~opportunity~~education ~~to be acquired~~sector. IfHealth ~~the~~care ~~business opportunity acquired~~ is ~~not~~constantly ~~able~~seeking tomore ~~generate~~economical ~~sufficient~~and ~~revenues~~less toinvasive ~~make~~ways ~~payments on the debt incurred by the Company~~ to ~~acquire~~detect ~~that~~disease ~~business opportunity, the lender would be able to exercise the remedies provided by law~~ or bydeficiencies ~~contract.~~and ~~These leveraging techniques, while reducing the amount of funds that the Company must commit~~ to ~~acquiring a business opportunity, may correspondingly~~ increase ~~the~~patient ~~risk~~education ofas ~~loss~~well ~~to the Company. No assurance can be given~~ as topatient ~~the terms or the availability of financing for any acquisition by the Company~~responsibility. ~~During~~With ~~periods~~rising ~~when~~medical ~~interest~~costs ~~rates~~and ~~are~~decreasing ~~relatively high~~coverage, the ~~benefits~~market of leveraging are not as great as during periods of lower interest rates because the investment in the business opportunity held on a leveraged basis will only be profitable if it generates sufficient revenues to cover the related debt and other costs of the financing. Lenders from which the Company may obtain funds for ~~purposes~~preventative ofdiagnostics ahas ~~leveraged~~been ~~buy-out~~growing ~~may impose restrictions on the future borrowing, distribution, and operating policies of the Company~~significantly. ~~It is not possible at this time to predict the restrictions, if any, which lenders may impose or the impact thereof on the Company.~~

11Some target market applications include fitness and wellness, which will entail development of relationships with nutritional and pharmaceutical retail chains, as well as gyms. In addition, we believe that dieting companies and similar businesses would have an interest in our products.

~~Results~~The Company believes that the next logical step would be towards penetration of ~~Operations~~the healthcare industry, specifically, physicians and other healthcare professionals. Penetration of the healthcare industry, however, may entail certain government regulations with respect to certain applications and the claims we make for those applications. As the devices we produce will be designed to provide prompt and non-invasive diagnostic information, we believe that our product will achieve market acceptance quickly. In addition, our devices can be used for sports medicine.

AsOther viable applications of ~~March~~our ~~31,~~products ~~2012,~~include ~~the~~law ~~Company~~enforcement ~~had assets~~(including ofsports $2doping enforcement,~~944~~ alcohol or other substance abuse enforcement) and auto emissions management as well as other environmental applications.

~~Revenues~~We will require substantial additional capital in order to further develop our product to work properly and viably and to enter these markets efficiently. We will likely be required to enter into one or more sub-licensing, joint venture or distribution agreements with re-sellers of our products that may further erode our profit margins. No assurance can be made that we will complete development of these products, or, if we do and even if we enter the markets, that we will be profitable therein.

~~The~~Intellectual ~~Company~~Property ~~did not generate any revenues during the years ended March 31, 2012, and March 31, 2011.~~Portfolio

~~Total~~As ~~operating~~mentioned ~~expenses~~above, our intellectual property focuses on the spectroscopic technologies and bio-feedback to create a non-invasive, external scanning device that is able to scan and detect substances. All of the below technologies were acquired by our Biozoom subsidiary from the Opsolution Sellers in the Acquisition. Some of these patents are subject to joint venture or partnership agreements with other entities, namely, Vodafone or Carl Zeiss or their assigns. In addition to the below, we are also the beneficiaries of any other technologies developed or acquired by Opsolution GmbH, as a result of our Opsolution JV Agreement with them.

During fiscal years ended March 31, 2012, and 2011, total operating expenses were $25,716 and $25,127, respectively. The general and administrative expenses were primarily the result of fees for legal and professional accounting associated with fulfilling the Company’s SEC reporting requirements. The Company had a cumulative operating loss of $151,047 from June 15, 2007 (inception) to March 31, 2012.

Jurisdiction and Patent Number	Date of filing	Name	% Owned	Status	Year of Expiration
DE 10 2006 003 499	January 24, 2006	Endurance/Fitness Determination of VO2 Max by measuring Cytochrome C Oxidase	45%(1)	Pending	2026
DE 10 2005 063 263	December 30, 2005	Mathematical Model to compensate the temperature drift of LED when applying LED in spectroscopic devices	67.5%(1)	Pending	2025
DE 10 2007 011 413	March 8, 2007	Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data	67.5%(1)	Pending	2027
WO 2007/085435	January 24, 2007	Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data	45%(1)	Basis for national filing	International stage has ended
EP 1981398	January 24, 2007	Transfer of data to central server for analyzing and checking plausibility of measurements before transferring or analyzing data	45%(1)	Pending	2027
WO 2007/077208	January 2, 2007	Mathematical model to compensate the temperature drift of LED in spectroscopic devices	67.5%(1)	Basis for national filing	International stage has ended
EP 2010890	January 2, 2007	Mathematical model to compensate the temperature drift of LED in spectroscopic devices	67.5%(1)	Pending
DE 10 2006 062 826	April 19, 2006	Mathematical model to compensate the temperature drift of LED in spectroscopic devices	100%	Pending	2027
DE 10 2012 005 583	March 20, 2012	Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner	100%	Pending	2032
WO 2013/023637	July 31, 2012	Optical unit of Biozoom scanner and databases for generating coaching information for customers on central server due to measurement results with Biozoom scanner	100%	Pending Basis for national filing	International stage ends 2014
DE 10 2006 039 073	August 9, 2006	Arrangement of Fabry Pérot Filters on a filter array	100%	Pending	2026
WO 2008/017490	August 9, 2007	Production of Nanospectrometer by applying nanoimprint and arrangement of Fabry Pérot Filters	100%	Basis for national filing	International stage has ended
EP 2057446	May 13, 2009	Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array.	100%	Pending	2026
US 2011/0043823	August 9, 2007	Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array	100%	Pending	2027
CN 101627289	Jan 13, 2010	Production of Nanospectrometer by applying Nanoimprint and Arrangement of Fabry Pérot Filters on a filter array	100%	Pending	2027
DE 10 2009 037 706	August 17, 2009	Methode for the spectroscopic measurement of NO2 in the exhaust emission of cars	100%	Pending	2029
DE 10 2006 012 681	March 20, 2006	Transfer of spectroscopic data to a central server and use of the results	100%	Pending	2026
DE 11 2007 000 950	April 19, 2007	Mathematical model to compensate the temperature drift of LED when applying LED in spectroscopic devices	100%	Pending	2027
DE 10 2006 039 071	August 9, 2006	Nanospectrometer Production of Fabry Perot filter array by applying nanoimprint	100%(3)	Granted April 19, 2012	2026
DE 10 2005 024 271	May 27, 2005	Grating spectrometer used in present Biozoom scanner	50%(2)	Pending	2025
US 7.692.790	May 10, 2006	Grating spectrometer used in present Biozoom scanner	50%(2)	Granted April 6, 2010	2026

(1) Indicates ownership in a partnership or joint venture with Vodafone Ventures Limited, as legal successor to Biozoom Services GmbH, with between 45% and 67% interest to the Company as indicated, for certain applications. Each party may grant simple sublicense to third parties with royalties earned being shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.

~~Net~~(2) ~~loss~~Indicates ownership in a partnership with Carl Zeiss Microscopy GmbH, with 50% interest to the Company as indicated, for certain applications. Royalties earned are to be shared in accordance with foregoing percentage. Parties must also share costs and expenses, enforcement costs, and patent filing/prosecution costs in accordance with such percentages.

~~During~~(3) ~~the~~Indicates ~~fiscal~~patents ~~years~~filed ~~ended~~by ~~March~~the ~~31,~~University ~~2012~~of Kassal, ~~and~~which ~~2011,~~transferred the ~~net~~rights ~~income~~to ~~was~~Opsolution ~~$1,377~~GmbH ~~and~~for aaggregate ~~net~~cost ~~loss~~ of $2939,~~848~~000 (plus VAT), ~~respectively~~plus EUR 5,000 per year commencing the first year of market entrance with a sensor utilizing their technology. The ~~Company~~University ~~had~~of ~~cumulative~~Kassel ~~net~~also ~~loss~~retains ofa ~~$151,047~~2% ~~from~~royalty ~~June~~on ~~15,~~new ~~2007~~products ~~(inception)~~brought to ~~March~~market ~~31,~~utilizing ~~2012~~this sensor technology.

~~Liquidity and Capital Resources~~ 7

~~Our~~New ~~balance~~Joint ~~sheet~~Venture asAgreement ofwith ~~March~~Opsolution 31, 2012 reflects only $2,944 in cash. We have sustained our corporate existence solely as a result of borrowings from our officers and directors and an unaffiliated third party. We had a working capital deficiency of $84,947 at March 31 2012.GmbH

AsOne of ~~March~~the ~~31,~~Opsolution ~~2012~~Sellers, weOpsolution ~~owed $40~~GmbH,~~500~~ toanticipates anreceiving ~~unaffiliated~~a ~~party,~~German ~~plus~~government ~~accrued~~grant ~~interest.~~to ~~Said~~continue ~~principal~~certain ~~sum~~research. ~~accrues~~In ~~interest~~order atto ~~the~~facilitate ~~rate~~this ofgrant 9% and isfurther ~~due~~research, ~~and~~the ~~payable~~results onof ~~demand. We~~which ~~also~~would ~~owe~~inure ~~$25,400~~ to ~~another~~our ~~unaffiliated party~~benefit, ~~plus~~our ~~accrued~~Biozoom ~~interest.~~subsidiary ~~Said~~entered ~~principal~~into ~~sum accrues interest at~~ the ~~rate~~Opsolution ofJV 5%Agreement ~~and~~with isOpsolution ~~due~~GmbH ~~and~~expiring ~~payable on~~ December 31, ~~2015~~2017.

AsThe ofOpsolution ~~March~~JV ~~31,~~Agreement ~~2012~~provided, weamong ~~owed~~other $6things,~~500~~ tofor ~~Jeff~~retention ~~Lamson,~~by ~~our~~Biozoom ~~principal~~of ~~executive~~Opsolution ~~officer~~for ~~and~~purposes ~~a director. Said principal sums accrue interest at the rate~~ of: ~~5% and are due and payable on demand.~~

~~The~~·continuing ~~focus~~research of our efforts is to acquire an operating business. Despite no active operations at this time, management has no intention to liquidate. We have considered various business alternatives including the possible acquisition of an existing business, but to date have found possible opportunities unsuitable or excessively priced. We do not contemplate limiting the scope of our search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards. Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. We presently own no real property and atdevelopment ~~this~~on ~~time have no intention of acquiring any such property. Our major expected expenses are comprised of professional fees primarily incident to~~ our ~~reporting requirements.~~behalf,

12· filing, and perfecting from time to time, patents, trademarks and other rights, and

~~The~~· ~~accompanying~~irrevocably ~~financial~~assigning ~~statements~~rights ~~have~~to ~~been~~technologies ~~prepared assuming we will continue as a going concern. Our recurring losses from operations, stockholders' deficiency~~ and ~~working~~research ~~capital~~that ~~deficiency~~it ~~and lack of revenue generating operations, raise substantial doubt about our ability to continue as a going concern~~develops.

~~Management~~In ~~believes~~exchange wetherefore, ~~will~~and ~~continue~~subject to ~~incur~~certain ~~losses~~other ~~and~~restrictions, ~~negative~~Biozoom ~~cash~~agreed ~~flows~~to ~~from~~provide ~~operating~~funding ~~activities~~of ~~for~~up ~~the foreseeable future and will need additional equity or debt financing~~ to ~~sustain~~$500,000 ~~its~~for ~~operations~~the ~~until~~development itof ~~can~~new ~~achieve~~prototypes ~~profitability~~on ~~and~~our ~~positive cash flows~~behalf, ifsaid ~~ever.~~funds ~~Management plans~~ to ~~seek additional debt and/or equity financing, but cannot assure that such financing will~~ be ~~available~~paid onas ~~acceptable~~follows: ~~terms.~~

~~The~~· ~~accompanying~~$100,000 ~~financial~~which ~~statements~~was dodue ~~not~~upon ~~include~~execution ~~any adjustments that might result from the outcome~~ of ~~this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that~~ the ~~successful~~Opsolution ~~implementation~~JV ofAgreement, ~~such~~and ~~business plan will actually improve our operating results.~~

~~Going~~· ~~Concern~~$50,000 ~~Consideration~~per month thereafter for 8 months.

WeBiozoom ~~are~~also aacquired ~~development~~the ~~stage~~right ~~company~~to ~~and have not commenced planned principal operations. We had no revenues and have incurred~~ a ~~cumulative~~percentage ~~loss~~ of ~~$151,047~~Opsolution for ~~the~~$500.00 ~~period~~per ~~June~~percentage 15point, ~~2007~~which ~~(inception)~~option toit ~~March~~partially ~~31,~~exercised ~~2012.~~on InJune ~~addition~~14, ~~the~~2013, ~~Company~~acquiring ~~had~~19.9% aof ~~stockholders'~~Opsolution ~~deficiency~~for of $849,~~947 at March 31, 2012~~950. ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern.~~

~~There~~Among ~~can~~other beconditions noto ~~assurance~~continued ~~that~~funding, ~~sufficient~~Opsolution ~~funds~~is required ~~during~~to ~~the~~keep ~~next~~in ~~year~~good orstanding ~~thereafter~~and ~~will~~continue beto ~~generated~~fulfill ~~from~~the ~~operations~~requirements orunder ~~that~~a ~~funds~~government ~~will~~grant becommitment ~~available~~to ~~from~~Opsolution ~~external~~of ~~sources~~no ~~such~~less asthan ~~debt~~EUR or300,000 ~~equity~~for ~~financings~~development ~~or other potential sources. The lack~~ of ~~additional capital resulting from~~ the ~~inability~~second-generation toprototype ~~generate~~scanner ~~cash~~device ~~flow~~for ~~from~~measuring ~~operations~~antioxidants ~~or to raise capital from external sources would force the Company to substantially curtail or cease operations~~ and ~~would,~~other ~~therefore, have a material adverse effect on its business~~biomarkers. In ~~Furthermore~~addition, ~~there~~Opsolution ~~can~~shall bereimburse noBiozoom ~~assurance~~for ~~that~~services ~~any~~rendered ~~such~~from ~~required~~time ~~funds,~~to ~~if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders~~time.

WeThe ~~are~~foregoing ~~attempting~~is toa ~~address~~summary ~~our lack~~ of ~~liquidity~~the byOpsolution ~~borrowing~~JV ~~from~~Agreement ~~its officers~~ and ~~directors~~is orqualified byin ~~raising~~its ~~additional~~entirety ~~funds,~~by ~~either~~reference into the ~~form~~provisions of ~~debt~~Exhibit ~~or equity or some combination thereof~~10.5 ~~There~~to ~~can~~this beReport, nowhich ~~assurances~~is ~~that~~incorporated weby ~~will~~reference ~~be able to raise the additional funds it requires~~herein.

~~Off-Balance~~Industry ~~Sheet~~and ~~Arrangements~~Competition

WeWhile we believe that our spectroscopic technologies are cutting edge and disruptive, we do ~~not~~compete ~~have~~against ~~any~~other ~~off-balance~~larger ~~sheet~~companies ~~arrangements~~with ~~that~~significantly ~~have~~greater orresources, ~~are~~market ~~reasonably~~reputation ~~likely~~and toacceptance and relationships than we have. aOur ~~current~~goals orare ~~future~~to ~~material~~be ~~effect~~able onto ~~our~~compete ~~financial~~in ~~condition~~terms of cost, ~~results~~accuracy, ease of ~~operations~~use orand ~~liquidity~~portability.

~~Item~~Below 7Ais a non-exhaustive list of some competing companies that have conducted research in our business technologies, or that have explored our space, some of which are more advanced than us. ~~Quantitative~~ We believe that many of these competitors’ products suffer from drawbacks of some kind or another, and ~~Qualitative~~that ~~Disclosures~~our ~~About~~product ~~Market~~may ~~Risk~~be able to compete on the basis shown:

~~A smaller reporting company is not required to provide the information required by this item.~~·

13Euromedic’s Free Oxygen Radical Monitor (FORM): More expensive and requires trained personnel to use.

~~Item 8. Financial Statements~~·

~~REPORT~~Pharmanex’s OFRaman ~~INDEPENDENT~~Spectroscope: ~~REGISTERED~~Expensive, ~~PUBLIC~~complex ~~ACCOUNTING~~in ~~FIRM~~nature, making it impractical for individual use

~~To the Board of Directors~~·

~~Entertainment~~Mevitec: ~~Art~~manufactures a product for metabolism analysis. It sells a metabolism screening system that non-invasively measures the redox potential on the palm. However, ~~Inc~~current unit cost exceeds $20,000.

We have audited the accompanying balance sheet Entertainment Art, Inc. (a development stage company) as of March 31, 2012 and the related statement of operations, stockholders’ deficit and cash flows for the period from June 15, 2007 (date of inception) through March 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. . The financial statements of Entertainment Art, Inc. as of March 31, 2011, were audited by other auditors whose report, dated June 29, 2011, expressed an unqualified opinion on those statements.·

WeVicMedic: ~~conducted~~Systems ~~our~~produces ~~audits~~a indevice ~~accordance~~for ~~with~~ the ~~standards~~screening of ~~the~~such ~~Public~~metrics ~~Company~~as ~~Oversight Board (United States). Those standards require that we plan and perform the audit~~ Muscle-to-Fat ~~obtain~~Ratios ~~reasonable assurance about whether the financial statement is free of material misstatement~~etc. The ~~Company~~product is ~~not required to have~~costly, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~disclosures in the financial statement~~inaccurate. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Entertainment Art, Inc. for the year ended March 31, 2012 and for the period June 15, 2007 (date of inception) through March 31, 2012, in conformance with accounting principles generally accepted in the United States of America.·

~~The~~Tanita: ~~accompanying~~manufactures ~~financial statements have been prepared assuming that the Company will continue as~~ a ~~going~~skin-analysis ~~concern. As discussed in Note 2 to the financial statements~~unit, ~~the~~but ~~Company~~it is invery ~~development stage with~~ limited ~~operations~~in ~~and resources~~scope, ~~which~~testing ~~raises~~only ~~substantial~~moistness, ~~doubt~~sebum ~~about~~and ~~its~~fat ~~ability to continue as a going concern~~levels. ~~Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/ZS~~Other ~~Consulting~~competitors ~~Group~~that ~~LLP~~have developed or explored technologies in this space include Cygnus, IBM, and others.

~~Melville, New York~~Employees

~~June~~We 1currently have three full-time employees situated in Germany and two part-time employees in the US. None of these employees are covered by a collective bargaining agreement, ~~2012~~and we believe our relationship with our employees is good. We also engage consultants on an as-needed basis to supplement existing staff.

~~F-1~~Government Regulation

~~ENTERTAINMENT~~We ~~ART~~are a research and development business and to date, ~~INC~~have not commercialized or sold any products using our technologies in the US. Therefore, the Company cannot be certain exactly which governmental regulations will ultimately be applicable to the final products. However, certain of our products and manufacturing processes will be subject to regulation under various portions of the U.S. Federal Food, Drug and Cosmetic Act, if we consider expanding our applications for use in or as part of certain medical devices or diagnostic devices. The effects of this are that, among other things, our manufacturing facilities, when and if created, may be subject to delays on approval, and periodic inspection by the U.S. Food and Drug Administration, or FDA, other product-oriented federal agencies and various state and local authorities in the U.S. for compliance with the requirements of the FDA’s Quality System Regulation (formerly known as Good Manufacturing Practices), other federal, state and local regulations and other quality standards such as ISO 9001 or ISO 13485.

(ATo ~~DEVELOPMENT~~the ~~STAGE~~extent ~~COMPANY)~~our products are used in medical devices or other regulated applications, our products may be subject to extensive medical, FDA or other government regulation, testing and pre-market approval or clearance processes. Prior to application for approval or clearance, we may need to conduct clinical trials to test the safety and efficacy of our products or we may be required to identify predicate devices to which we can establish substantial equivalence. In addition, we may be required to satisfy testing criterion or submit product applications in other countries where we intend to market our goods. These processes may take an extensive period of time and would necessarily require significant capital outlays, which we have no commitments for at this time. Finally, we will be restricted as to the kinds and types of advertising representations and claims that we make for certain applications.

~~BALANCE~~We ~~SHEET~~do not use and we anticipate that we will not utilize, manufacture or operate with substances deemed controlled under the Controlled Substances Act, administered by the Drug Enforcement Agency, or DEA, and therefore, no special procedures need be in place.

ASSETS
	March 31,			March, 31
	2012			2011
CURRENT ASSETS
Cash	$	2,944		$	13
Total current assets		2,944		$	13
TOTAL ASSETS	$	2,944		$	13
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Note Payable	$	65,900		$	40,500
Accrued liabilities		15,491		$	18,337
Loan Payable-Related parties		6,500		$	27,500
Total current liabilities		87,891			86,337
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding
	$	0		$	0
Common Stock, $.001 par value; 100,000,000
shares authorized,
59,730,000 shares issued and outstanding at
March 31, 2012 and March 31, 2011.		59,730			59,730
Additional paid-in capital		6,370			6,370
Deficit accumulated during the development stage		(151,047	)		(152,424	)
Total Stockholders' Equity (Deficiency)		(84,947	)		(86,324	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,944		$	13

Because we do not actually do any material amount of testing, but rather, the manufacturing of devices that will be used as “tools”, we do not employ Centers for Disease Control/National Institutes of Health, Guidelines for Research Involving Recombinant DNA Molecules, Biosafety in Microbiological and Biomedical Laboratories, but, if and as our operations expand, may be required to do so in the future.

~~The~~Available ~~accompanying notes are an integral part of these financial statements.~~Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Reports filed with the SEC pursuant to the Exchange Act, including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain information on the operation of the public reference room by calling the SEC at 1-2800-SEC-0330. Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC. The reports we file with the SEC are also available on the SEC’s website (http://www.sec.gov).

~~ENTERTAINMENT~~ 8 Item ~~ART,~~1A ~~INC.~~Risk Factors

(AAn ~~DEVELOPMENT~~investment ~~STAGE~~in ~~COMPANY)~~our securities involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.

~~STATEMENT~~Risks OFRelated ~~OPERATIONS~~to Our Business

							For the Period
							from Inception
	For the year			For the year			June 15,
	Ending			Ending			2007 to
	March 31,			March 31,			March 31,
	2012			2011			2012
REVENUES Sales Net	$	-		$	-		$	1500
COST AND EXPENSES
Cost of sales		0		$	0		$	1,500
Rent		0		$	0		$	13,000
Consulting Fees		0		$	0		$	9,000
Professional Fees		18,418		$	19,400		$	95,253
Other Selling, General and Administrative		7,298		$	5,727		$	59,530
Total Cost and Expenses		25,716			25,127			178,283
Loss From Operations		(25,716	)	$	(25,127	)	$	(176,739	)
Other Income(Expense)
Extinguishment of Debt		32,249			0			38,342
Interest Expense		(5,156	)		(4,721	)		(12,606	)
Total Other Income (Expense)		27,093			(4,721	)		25,736
Net Loss	$	1,377		$	(29,848	)	$	(151,047	)
PER SHARE DATA:
Basic and diluted loss per common share	$			$			$	-
Weighted Average Common shares outstanding		59,730,000			59,730,000			59,730,000

The risks described below may materially impact your investment in our company and our business, financial condition and results of operations. You should carefully consider these factors with respect to your investment in our securities.

~~The~~FURTHER, ~~accompanying~~ANY ~~notes~~INVESTMENT ~~are~~IN anOUR ~~integral~~COMPANY ~~part~~WOULD ofBE ~~these~~EXTREMELY ~~financial~~SPECULATIVE ~~statements~~AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURSUED UNLESS THE INVESTOR COULD AFFORD TO LOSE THEIR ENTIRE INVESTMENT. BEFORE INVESTING, PLEASE CAREFULLY REVIEW THIS FILING, ALL PAST PUBLIC FILINGS WHICH CAN BE FOUND AT WWW.SEC.GOV AND CONSULT A REGISTERED BROKER DEALER OR CONTACT THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) FOR MORE INFORMATION REGARDING LOCATING A QUALIFIED PARTY TO ASSIST IN MAKING AN INVESTMENT DECISION.

~~F-3~~Risks Specifically Related to Our Company, Control by Management, Dilution and Technology

~~ENTERTAINMENT~~We ~~ART~~may not be able to continue operations as a going concern, ~~INC~~and we need substantial additional capital.

(AOur ~~DEVELOPMENT~~independent ~~STAGE~~auditors ~~COMPANY)~~have expressed doubt about our ability to continue as a going concern. We are, for all material purposes, currently a development-stage company only with limited intellectual property assets and no revenues. We have no commitments for grants and grant funds cannot, generally, be used towards commercialization and manufacturing efforts. Accordingly, we will be dependent on obtaining additional external sources of capital in order to fund operations or even continue as a going concern.

~~STATEMENT~~The OFcurrent ~~STOCKHOLDERS’~~market ~~EQUITY~~environment ~~(DEFICIENCY)~~makes capital raising a difficult task. A future capital raise could involve a private or public sales of equity securities or the incurrence of additional indebtedness. Additional funding may not be available on favorable terms, or at all. A financing will result in dilution and or result in our obligation to make periodic interest or other debt service payments and may be subject to additional restrictive covenants. If we fail to obtain sufficient additional capital in the future, we could be forced to curtail our growth strategy by reducing or delaying capital expenditures, selling assets or downsizing or restructuring our operations. If we raise additional funds through public or private sales of equity securities, the sales may be at prices below the market price of our stock, and our shareholders may suffer significant dilution as a result of such sale.

~~FOR~~We ~~THE~~will ~~PERIOD~~need ~~JUNE~~to 15raise substantial additional capital in the future, ~~2007~~and, ~~(INCEPTION)~~if TOwe ~~MARCH~~are 31unable to secure adequate funds on terms acceptable to us, ~~2012~~we may be unable to support our business requirements or build our business. The terms of any capital raise may require that we issue shares to investors at below quoted market prices, which may result in further dilution.

								Deficit
								Accumulated
					Additional			During the
	Common Stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Total
Balance, June 15,2007		-	$	-	$	-		$	-		$	-
Common shares issued to Founder
for cash at $0.00013 per share
on June 2007		39,600,000		39,600		(34,500	)		-			5,100
Common shares issued to Private Investors
for cash at $0.003 per share
November 2007 to March 2008		20,130,000		20,130		40,870			-			61,000
Net loss for the period		-		-		-			(39,375	)		(39,375	)
									-
Balance - March 31, 2008		59,730,000		59,730		6,370			(39,375	)		26,725
Net loss for the year ended March 31, 2009									(53,402	)		(53,402	)
Balance - March 31, 2009		59,730,000		59,730		6,370			(92,777	)		(26,677	)
Net loss for the year ended March 31, 2010									(29,799	)		(29,799	)
Balance - March 31, 2010		59,730,000		59,730		6,370			(122,576	)		(56,476	)
Net loss for the year ended March 31, 2011									(29,848	)		(29,848	)
Balance - March 31, 2011		59,730,000		59,730		6,370			(152,424	)		(86,324	)
Net profit for the year ended March 31, 2012									1,377			1,377
Balance - March 31, 2012		59,730,000		59,730		6,370			(151,047	)		(84,947	)

We currently have no revenues and do not expect to have any revenues or cash flows until we have developed our intellectual patent portfolio and services business. Our recent sale of $1,150,000 of preferred stock will not be sufficient to sustain us for more than 6 months. We expect that we will need at least an additional$3,000,000 in capital over the next eighteen months to further develop and commercialize our technologies. Our current cash, cash equivalents and available-for-sale securities, will be insufficient to meet our anticipated operating and capital requirements for at least the next year. We will need to raise capital in order to complete our technology development activities. We intend to compensate consultants on a per diem or consulting-type arrangement, to assist with IP development and patent or provisional patent filings on an as-needed basis. If we run out of capital we will have to curtail these efforts. We may raise additional capital through a variety of sources, including the public equity market, private financings and debt. If we raise additional capital through the issuance of equity or securities convertible into equity, our stockholders may experience dilution. Those securities may have rights, preferences or privileges senior to those of the holders of the common stock. Additional financing may not be available to us on favorable terms, if at all. If we are unable to obtain financing, or to obtain it on acceptable terms, we may be unable to successfully support our business requirements or build our business.

~~The~~We ~~accompanying~~have ~~notes~~a ~~are~~history anof ~~integral~~losses ~~part~~and ofmay ~~these~~incur ~~financial~~additional ~~statements~~losses in the future.

~~F-4~~We do not have income for the periods ended March 31, 2013 and March 31, 2012, respectively. We have limited cash on hand and we are dependent on capital raising activities to fund our operations and R&D activities. We expect to continue incurring significant legal, marketing and general and administrative expenses in connection with our operations. As a result, we anticipate that we may incur losses in the future. No assurance can be made that we will be able to raise capital if and as needed, and our inability to do so can lead to the loss of our assets or inability to monetize our technologies.

~~ENTERTAINMENT~~ 9 Our ~~ART,~~future ~~INC~~success depends on our ability to expand our organization to match the growth of our subsidiaries.

(AWe ~~DEVELOPMENT~~intend ~~STAGE~~to ~~COMPANY)~~hold most of our assets, and enter into licenses through, one or more operating subsidiaries and/or joint ventures. As our operating subsidiaries grow, the administrative demands upon us and our operating subsidiaries will grow, and our success will depend upon our ability to meet those demands. These demands include increased accounting, management, legal services, staff support, and general office services. We may need to hire additional qualified personnel to meet these demands, the cost and quality of which is dependent in part upon market factors outside of our control. Further, we will need to effectively manage the training and growth of our staff to maintain an efficient and effective workforce, and our failure to do so could adversely affect our business and operating results

~~STATEMENT~~Potential OFacquisitions ~~CASH~~may ~~FLOWS~~present risks, and we may be unable to achieve the financial or other goals intended at the time of any potential acquisition.

							For the Period
	For the year			For the year			from Inception
	Ended			Ended			June 15,
	March 31,			March 31,			2007 to
	2012			2011			March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		33,626			(29,848	)		(118,803	)
Debt Extinguishment	$	(32,249	)		-			(32,249	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
Changes in Assets and Liabilities:
Increase(Decrease) in Accrued Liabilities-Related parties		(7,626	)		-			99
Increase (Decrease) in Accrued Liabilities		(220	)		13,069			15,397
								.
Net cash used in operating activities		(6,469	)		(16,779	)		(135,556	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From Loans payable
Proceeds From Loans payable-related parties		(16,000	)					6,500
Proceeds From Notes payable		25,400			13,000			65,900
Proceeds from the Sale Common stock		-			-			66,100
Net cash provided by financing activities		9,400			13,000			138,500
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,931			(3,779	)		2,944
CASH AT BEGINNING OF PERIOD		13			3,792			-
CASH AT END OF PERIOD	$	2,944			13			2,944
Supplemental Disclosures of Non-Cash Financing Activities:
Deffered Offering costs recorded in Accounts payable related parties								8,000
Reclassification of Loan payable to Note payable					2,500		$	2,500

Our future growth depends, in part, on our ability to acquire and receive approval of our patented and patent pending technologies, patent portfolios, or companies holding such patented technologies and patent portfolios. We will also need government approval for certain applications. Accordingly, we intend to engage in acquisitions to expand our patent portfolios and we intend to continue to explore such acquisitions, including the potential significant acquisition of a third party with respect to which we have begun due diligence efforts. Such acquisitions are subject to numerous risks, including the following:

~~The accompanying notes are an integral part of these financial statements.~~·

~~F-5~~our inability to enter into a definitive agreement with respect to any potential acquisition, or if we are able to enter into such agreement, our inability to consummate the potential acquisition;

~~ENTERTAINMENT ART, INC.~~·

(Adifficulty ~~DEVELOPMENT~~integrating ~~STAGE~~the ~~COMPANY)~~operations, technology and personnel of the acquired entity

~~NOTES TO FINANCIAL STATEMENTS~~·

~~NOTE~~our 1inability -to ~~Summary~~achieve the anticipated financial and other benefits of ~~Significant~~the ~~Accounting~~specific ~~Policies~~acquisition;

~~Organization~~·

~~Entertainment~~our ~~Art,~~inability ~~Inc.~~to ~~(“the~~retain ~~Company”)~~key ~~was~~personnel ~~incorporated~~from onthe ~~June~~acquired 15company, ~~2007~~if ~~under~~necessary; ~~the laws of the State of Nevada.~~

The Company has not yet generated revenues from planned principal operations and is considered a development stage company. The Company originally intended to focus on designing, providing and selling a line of fashionable zip bags. The Company has since abandoned its business plan and is now seeking an operating company with which to merge or acquire. Accordingly, the Company is now considered a blank check company. There is no assurance, however, that the Company will achieve its objectives or goals.·

~~Cash~~difficulty in maintaining controls, procedures and ~~Cash~~policies ~~Equivalents~~during the transition and integration process;

~~The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.~~·

~~Revenue~~diversion ~~Recognition~~of our management's attention from other business concerns; and

For revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded.·

~~Advertising~~failure ~~Costs~~of our due diligence process to identify significant issues, including issues with respect to patented technologies and patent portfolios, and other legal and financial contingencies.

~~Advertising~~If ~~costs~~we ~~will~~are beunable ~~charged~~ to ~~operations~~manage ~~when~~these ~~incurred.~~risks ~~The~~effectively ~~Company~~as ~~did~~part ~~not~~of ~~incur~~ any ~~advertising costs during the years ended March 31~~acquisition, ~~2012~~our ~~and~~business ~~2011~~could orbe ~~for~~adversely ~~the period June 15, 2007 (inception) to March 31, 2012~~affected.

~~Income~~Our ~~Taxes~~operating subsidiaries depend upon relationships with others to provide technology-based opportunities that can develop into profitable royalty-bearing licenses, and if they are unable to maintain and generate new relationships, then they may not be able to sustain existing levels of revenue or increase revenue.

~~The~~While ~~Company~~we ~~accounts~~do ~~for~~conduct ~~income~~research ~~taxes~~through ~~using~~our ~~the~~Joint ~~asset~~Venture ~~and~~with ~~liability method~~Opsolution, ~~the~~these ~~objective~~activities ofare ~~which~~limited isand towe ~~establish~~do ~~deferred~~not ~~tax~~currently ~~assets~~invent ~~and~~or ~~liabilities~~develop ~~for~~technologies ~~the~~on ~~temporary~~our ~~differences~~own ~~between~~other ~~the~~than ~~financial~~this. ~~reporting~~To ~~and~~a ~~the~~great ~~tax~~extent, ~~bases~~therefore, ofwe ~~the~~depend ~~Company’s~~upon ~~assets~~the identification and ~~liabilities~~acquisition atof ~~enacted~~new ~~tax~~patents ~~rates~~and ~~expected~~inventions tothrough beour inrelationships ~~effect~~with ~~when~~inventors, ~~such~~universities, ~~amounts~~research ~~are~~institutions, ~~realized~~technology orcompanies ~~settled~~and others. AIf ~~valuation~~we ~~allowance~~are ~~related~~unable to ~~deferred~~maintain ~~tax~~those ~~assets~~relationships isand ~~recorded~~continue ~~when~~to itgrow isnew ~~more~~relationships, ~~likely~~then ~~than~~they may not ~~that~~be ~~some~~able ~~portion~~to oridentify ~~all~~new oftechnology-based ~~the~~opportunities ~~deferred~~for ~~tax~~sustainable ~~assets~~revenue ~~will~~and ~~not be realized~~growth.

~~Loss~~Our ~~Per~~current ~~Share~~or future relationships may not provide the volume or quality of technologies necessary to sustain our business. In some cases, universities and other technology sources may compete against us as they seek to develop and commercialize technologies. These and other strategies may reduce the number of technology sources and potential clients to whom we can market our services. If we are unable to maintain current relationships and sources of technology or to secure new relationships and sources of technology, such inability may have a material adverse effect on our operating results and financial condition.

~~The~~We ~~computation~~rely ~~of loss per share is based~~ on ~~the~~representations, ~~weighted~~warranties ~~average~~and ~~number~~opinions ofmade ~~common~~by ~~shares~~third ~~outstanding~~parties ~~during~~that, ~~the~~if ~~period~~determined ~~presented.~~to ~~Diluted~~be ~~loss~~false ~~per~~or ~~common~~inaccurate, ~~share~~may isexpose ~~the~~us ~~same~~and asour ~~basic~~operating ~~loss~~subsidiaries ~~per~~to ~~common~~certain ~~share~~material ~~as there are no potentially dilutive securities outstanding (options and warrants)~~liabilities.

~~F-6~~From time to time, we may rely upon representations and warranties made by third parties from whom our operating subsidiaries acquired patents or the exclusive rights to license and enforce patents. We also may rely upon the opinions of purported experts. In certain instances, we may not have the opportunity to independently investigate and verify the facts upon which such representations, warranties, and opinions are made. By relying on these representations, warranties and opinions, our operating subsidiaries may be exposed to liabilities in connection with the licensing and enforcement of certain patents and patent rights which could have a material adverse effect on our operating results and financial condition.

~~ENTERTAINMENT~~In ~~ART~~connection with patent enforcement actions conducted by our subsidiary, ~~INC~~a court may rule that we or our subsidiaries have violated certain statutory, regulatory, federal, local or governing rules or standards, which may expose us and our operating subsidiaries to certain material liabilities.

(ATo ~~DEVELOPMENT~~the ~~STAGE~~extent ~~COMPANY~~that we become involved in patent enforcement actions in the future, it is possible that a defendant may request and/or a court may rule that we have violated statutory authority, regulatory authority, federal rules, local court rules, or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorney's fees and/or expenses to a defendant(s), which could be material, and if we or our operating subsidiaries are required to pay such monetary sanctions, attorneys' fees and/or expenses, such payment could materially harm our operating results and our financial position.

~~NOTES~~Mr. TOHardy ~~FINANCIAL~~Hoheisel ~~STATEMENTS~~and Dr. Wolfgang Köcher, together, hold approximately 60% of our issued and outstanding common stock as of March 31, 2013, and, as such, have the ability to exert significant control in matters requiring stockholder vote and could delay, deter or prevent a change in control of our company.

~~NOTE~~Mr. 1Hoheisel -and ~~Summary~~Dr. Köcher each have the ability to control our company and its policy making. Since our stock ownership and preferred stock ownership is concentrated among a limited number of ~~Significant~~holders, ~~Accounting~~those ~~Policies~~holders ~~(Continued)~~have significant influence over all actions requiring stockholder approval, including the election of our board of directors. Through their concentration of voting power, they could delay, cause, deter or prevent a change in control of our company or other business combinations that might otherwise be beneficial to our other stockholders. They may do so without notice to or consent of management or any other stockholder. In deciding how to vote on such matters, they may be influenced by interests that conflict with other stockholders. Accordingly, investors should not invest in our securities without being willing to entrust our company’s business decisions to such persons.

~~Accounting~~Conflicts ~~Estimates~~of interest between the stockholders and our company or our directors and control persons could arise because we do not comply with the listing standards of any exchange with regard to director independence.

~~The~~There ~~preparation~~are a variety of ~~financial~~conflicts ~~statements~~of ininterests ~~conformity~~and related party transactions with ~~generally~~Mr. ~~accepted~~Hoheisel ~~accounting~~and ~~principles~~Dr. inWolfgang Köcher which control our company and which control the ~~United~~vast ~~States~~majority of ~~America~~our ~~requires~~shares ~~management~~and our board. These persons have no fiduciary or other obligations to ~~make~~minority ~~estimates~~or ~~and~~other ~~assumptions~~stockholders. ~~that~~We ~~affect~~are ~~the~~not ~~reported~~listed ~~amounts~~on ofa ~~assets~~stock exchange and ~~liabilities,~~our ~~the~~Board ~~disclosures~~ of ~~contingent~~Directors ~~assets~~does not comply with the independence and ~~liabilities~~committee atrequirements which would be imposed upon us if we were listed on an exchange. In the ~~date~~absence of ~~the~~a ~~financial~~majority ~~statements~~of independent directors, our directors could establish policies and ~~the~~enter ~~reported~~into ~~amount~~transactions ofwithout ~~revenues~~independent review and ~~expenses~~approval. ~~during~~This could present the ~~reported~~potential ~~period.~~for ~~Actual~~a ~~results~~conflict ~~could~~of ~~differ~~interest ~~from~~between ~~those~~the ~~estimates~~stockholders and our company or our directors.

~~Research~~ 10 Our ~~and~~Series ~~Development~~A Preferred Stock converts into 8,625,000 shares of common stock or, approximately 12.6% of the Company as of March 31, 2013. These Series A Preferred Stock have strict anti dilution provisions that could result in their conversion into an even greater number of shares. In addition, we may sell additional shares of Series A Preferred Stock or other convertible debt or securities which will cause substantial dilution.

~~Research~~The bylaws and ~~development~~our ~~costs~~Articles ~~will~~allow bethe ~~charged~~board to ~~expense~~issue as100,000,000 ~~incurred~~shares of common stock without stockholder approval. The ~~Company~~board ~~did~~is ~~not~~also ~~incur~~authorized ~~any~~to ~~research~~designate and ~~development~~issue, ~~costs~~in ~~during~~its ~~the~~sole ~~years~~and ~~ended~~absolute ~~March~~discretion 3110,000,000 ~~2012~~shares ~~and~~of ~~2011~~“blank check” preferred stock in one or more classes or series, which may be issued with rights, terms, privileges and preferences as the board, in its sole discretion, may approve. The Board has already designated and authorized for issuance 2,000,000 shares of Series A Preferred Stock. Currently, the ~~period~~board ~~June~~is authorized to issue a total of 2,000,000 shares of Series A Preferred Stock which is convertible into 15,000,000 ~~2007~~common ~~(inception)~~shares, topar ~~March~~value 31$0.001 per share or 20% of the Company, ~~2012~~of which 1,150,000 shares of Series A Preferred Stock (convertible into 8,625,000 shares or approximately 12.6% of the Company) have been issued.

~~Accounting~~We ~~Standards~~are ~~Codification~~a development-stage company and have not generated any operating revenues we may never achieve profitability, and we have yet to commercialize any of our technology.

InWe ~~June~~have ~~2009~~no revenues, ~~the~~and ~~Financial~~our ~~Accounting~~technologies ~~Standards~~have ~~Board~~not ~~("FASB")~~been ~~issued~~commercialized. ~~Accounting~~We ~~Standards~~also ~~Codification~~do ~~105,~~not ~~"Generally~~have ~~Accepted~~any ~~Accounting~~material ~~Principles"~~revenues ~~("ASC~~or ~~105").~~significant Onassets ~~July~~from 1,our ~~2009,~~prior ~~the~~business. ~~FASB~~With ~~completed~~our ~~ASC~~newly ~~105~~acquired aspatents ~~the~~and ~~single~~related ~~source~~assets, ofour ~~authoritative~~technologies ~~U.S.~~are ~~generally~~still ~~accepted~~in ~~accounting~~development ~~principles~~stage. ~~("GAAP"),~~We ~~superseding~~have ~~all~~not ~~then-existing~~yet ~~authoritative accounting~~ and ~~reporting~~may ~~standards,~~never ~~except~~fully ~~for~~develop ~~rules~~the ~~and~~technology ~~interpretive~~to ~~releases~~allow for ~~the~~commercial ~~SEC~~applications. ~~under~~We ~~authority~~cannot ofassure ~~federal~~you ~~securities~~that ~~laws,~~we ~~which~~will ~~are~~generate ~~sources~~revenues ofor ~~authoritative~~that ~~GAAP~~we ~~for~~can ~~Securities~~achieve ~~and~~or ~~Exchange~~sustain ~~Commission~~profitability ~~registrants~~in the future. ~~ASC~~Our ~~105~~operations ~~reorganizes~~are subject to the ~~authoritative~~risks ~~literature~~and ~~comprising~~competition ~~U.S.~~inherent ~~GAAP~~in ~~into~~the aestablishment ~~topical~~of ~~format~~a ~~that~~business ~~eliminates~~enterprise. ~~the~~There ~~current~~can ~~GAAP~~be ~~hierarchy.~~no ~~ASC 105~~assurance isthat ~~not~~future ~~intended~~operations towill ~~change~~be Uprofitable.S. ~~GAAP~~Revenues and profits, if any, will ~~have~~depend noupon ~~impact~~various onfactors, ~~the~~including ~~Company's~~whether ~~consolidated~~our ~~financial~~technology ~~position~~development can be completed, ~~results~~and ofif ~~operations~~we orcan ~~cash~~achieve ~~flows.~~market ~~However,~~acceptance ~~since~~for itthe ~~completely~~targeted ~~supersedes~~applications. ~~existing~~We ~~standards,~~may itnot ~~will~~achieve ~~affect~~our ~~the~~business ~~way~~objectives and the ~~Company~~failure ~~references~~to ~~authoritative~~achieve ~~accounting~~such ~~pronouncements~~goals inwould ~~its~~have ~~financial~~an ~~statements~~adverse ~~and~~impact ~~other~~on ~~disclosure documents~~us.

~~Recently~~We ~~Issued~~have ~~Accounting~~a ~~Standards~~history of net losses, we expect to continue to incur net losses in the foreseeable future, and may never achieve profitability.

InOur ~~December~~losses ~~2010,~~have ~~the~~resulted ~~Financial~~principally ~~Accounting~~from ~~Standards~~administrative ~~Board~~expenses ~~(FASB)~~associated ~~issued~~with ~~Accounting~~our ~~Standards~~operations. ~~Update~~Having ~~(ASU)~~only ~~2010-29,~~just ~~“Business~~acquired ~~Combinations~~our ~~(ASC~~IP ~~Topic~~assets, ~~805):~~we ~~Disclosure~~have ofnot ~~Supplementary~~had ~~Pro~~any ~~Forma~~IP ~~Information~~related ~~for~~revenues ~~Business~~and ~~Combinations.”~~do ~~The~~not ~~amendments~~anticipate incommercial ~~this~~product ~~ASU~~sales ~~affect~~for ~~any~~the ~~public~~next ~~entity~~several asyears. ~~defined~~We byexpect ~~ASC~~our ~~Topic~~losses ~~805~~to ~~that~~continue ~~enters~~for ~~into~~the ~~business~~foreseeable ~~combinations~~future ~~that~~and ~~are~~to ~~material~~depend on ancapital ~~individual~~raises orto ~~aggregate basis~~survive. ~~The~~We ~~amendments~~cannot inassure ~~this~~you ~~ASU specify~~ that ifwe awill ~~public~~develop ~~entity~~our ~~presents~~technologies, ~~comparative financial statements~~or, ~~the~~if ~~entity~~even ~~should~~if ~~disclose~~successfully ~~revenue~~developed, ~~and~~that ~~earnings~~resulting ofapplications ~~the~~will ~~combined~~be ~~entity~~commercially asviable. ~~though~~We ~~the~~expect ~~business~~to ~~combination(s)~~incur ~~that~~substantial ~~occurred~~additional ~~during~~operating ~~the~~losses ~~current year had occurred~~ as ofa ~~the~~result ~~beginning~~ of ~~the comparable~~increases ~~prior~~in ~~annual~~expenses ~~reporting~~related ~~period only. The amendments also expand the supplemental pro forma disclosures~~ to ~~include~~technology aand ~~description~~product ofdevelopment, ~~the~~manufacturing ~~nature~~ and ~~amount of material~~selling, ~~nonrecurring~~general ~~pro~~and ~~forma~~administrative ~~adjustments~~costs. ~~directly~~In ~~attributable~~addition, towe ~~the~~incur ~~business~~substantial ~~combination~~expenses ~~included~~to incomply ~~the~~with ~~reported~~our ~~pro~~obligations ~~forma~~as ~~revenue~~a ~~and~~public ~~earnings~~company. ~~The~~We ~~amendments~~may ~~are~~need ~~effective~~additional ~~prospectively~~funding for ~~business~~our ~~combinations~~operations ~~for~~and ~~which~~we ~~the~~cannot ~~acquisition~~assure ~~date~~you isthat onit orwill ~~after~~be ~~the~~available ~~beginning of the first annual reporting period beginning~~ on orcommercially ~~after~~reasonable ~~December 15~~terms, ~~2010.~~if ~~Early~~at ~~adoption is permitted~~all. ~~The~~Our ~~Company~~ability ~~does not expect adoption of ASU 2010-29~~ to ~~have~~achieve aprofitability, ~~material~~if ~~impact~~ever, onwill ~~the~~depend ~~Company’s~~upon ~~results~~many offactors, ~~operations~~including orour ~~financial~~ability ~~condition.~~to:

~~F-7~~· further develop our technology to enable the development of products utilizing the technology,

~~ENTERTAINMENT~~· ~~ART,~~convince ~~INC.~~customers of the benefits of our technology for their end-use applications;

(A· ~~DEVELOPMENT~~enforce ~~STAGE~~our ~~COMPANY)~~intellectual property rights against others;

~~NOTES~~· TOsuccessfully ~~FINANCIAL~~defend ~~STATEMENTS~~any allegations of infringing and avoid infringing the intellectual property rights of others;

~~NOTE~~· 1comply -with ~~Summary~~government ofand ~~Significant~~environmental ~~Accounting Policies (Continued)~~regulations;

~~Recently~~· ~~Issued~~address ~~Accounting~~any ~~Standards~~legal ~~(Continued)~~restrictions due to ethical concerns or export regulations; and

In· ~~April 2010~~hire, ~~the~~train FASB issued ASU 2010-17, Revenue Recognition — Milestone Method (“ASU 2010-17”). ASU 2010-17 provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should (i) be commensurate with either the level of effort required to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor’s performance to achieve the milestone; (ii) be related solely to past performance; and ~~(iii)~~retain bequalified ~~reasonable relative to all deliverables and payment terms in the arrangement~~personnel. No bifurcation of an individual milestone is allowed and there can be more than one milestone in an arrangement. Accordingly, an arrangement may contain both substantive and non-substantive milestones. ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Management evaluated the potential impact of ASU 2010-17 and does not expect its adoption to have a material effect on the Company’s results of operations or financial condition

~~NOTE~~We 2are developing new technology for commercial end-use ~~Going~~and, ~~Concern~~as a result, we may not be able to successfully develop our technology for commercial end-use applications.

~~The~~Our ~~Company~~inventions isare anew ~~development~~and ~~stage~~unproven ~~company~~in commercial end-use applications and ~~has~~we ~~not~~are ~~commenced~~still ~~planned~~in ~~principal~~the ~~operations.~~early ~~The~~stages ~~Company~~of ~~had~~determining nothe ~~revenues~~feasibility ~~and~~of ~~has~~using ~~incurred~~our atechnology ~~cumulative~~to ~~loss~~develop ofand ~~$151,047~~integrate our products for ~~the~~end-use ~~period~~applications. ~~June~~To ~~15,~~the ~~2007~~extent ~~(inception)~~we endeavor to ~~March~~develop ~~31,~~prototypes ~~2012~~or end use products they require significant and lengthy product development efforts. InTo ~~addition~~date, ~~the~~we ~~Company~~do ~~had~~not aintend ~~working~~and ~~capital~~have ~~deficiency~~not ~~and~~developed ~~stockholders'~~any ~~deficiency~~commercially ofavailable ~~$84,947~~products. atTo ~~March~~the 31extent we venture into the product development process, ~~2012~~we may experience technological issues that we may be unable to overcome. ~~These~~If ~~factors~~we ~~raise~~are ~~substantial~~not ~~doubt~~able ~~about~~to successfully develop the ~~Company~~technology, associated manufacturing processes, and viable products for commercial partners’s ~~ability~~end-use applications, then we will be unable to ~~continue~~generate asproduct revenue or build a ~~going~~sustainable ~~concern~~or profitable business from those efforts.

~~There~~We ~~can~~may beneed noto ~~assurance~~achieve ~~that~~commercial ~~sufficient~~acceptance funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of ~~additional~~our ~~capital~~technology ~~resulting~~and ~~from~~meet ~~the~~commercial ~~inability~~specifications ~~to generate cash flow~~ from ~~operations~~commercial orpartners tofor ~~raise~~our ~~capital~~inventions ~~from external sources would force the Company~~ to ~~substantially~~obtain ~~curtail~~product orrevenue ~~cease operations~~ and ~~would,~~achieve ~~therefore, have a material adverse effect on its business~~profitability. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

~~The~~Even ~~accompanying~~if ~~financial~~our ~~statements~~products doare technologically feasible, we may not ~~include~~successfully ~~any~~develop ~~adjustments~~commercially ~~related~~viable products according to ~~the~~our ~~recoverability~~development orschedule, ~~classification~~if ofat ~~asset-carrying~~all. ~~amounts~~It will be at least several years before our first products are commercially available, and, during this period, superior competitive technologies may be introduced or ~~the~~customer ~~amounts~~needs may change resulting in our products being unsuitable for commercialization. Our revenue growth and ~~classification~~achievement of ~~liabilities~~profitability ~~that~~ may ~~result~~depend ~~should~~substantially on our ability to introduce new products into the ~~Company~~marketplace bethat are widely accepted by customers. If we are unable to ~~continue~~cost aseffectively aachieve ~~going~~commercial ~~concern~~acceptance of our products, our business will be materially and adversely affected.

~~The~~We ~~Company~~are isdependent ~~attempting~~on toa ~~address~~few ~~its~~key ~~lack~~personnel. ofWe ~~liquidity~~may bysuffer ~~raising additional funds, either in~~ the ~~form~~loss of ~~debt~~key orpersonnel ~~equity~~ or ~~some~~may ~~combination~~be ~~thereof.~~unable ~~During~~to ~~the~~attract ~~year ended March 31, 2012, the Company issued multiple promissory notes totaling $25,400 from an non-affiliated party~~ and ~~$6,500~~retain ~~from~~qualified apersonnel ~~officer and director. There can be no assurances that the Company will be able~~ to ~~raise~~maintain ~~the~~and ~~additional~~expand ~~funds~~our ~~it requires~~business.

~~F-8~~Our success is highly dependent on the continued services of our employees, consultants and advisors for the advancement of our business and technology, including Hardy Hoheisel, our Chief Executive Officer and Dr. Wolfgang Köcher, our Chief Technical Officer. The loss of the services of any of our key employees, consultants or scientific advisors would have a material adverse effect on our development plans and prospective operations. Our company currently has limited personnel. Going forward, our success will depend upon, among other factors, our ability to attract, retain and motivate qualified research and development, engineering and operating personnel, generally and during periods of rapid growth, especially in those areas of our businesses focused on new products and advanced manufacturing processes. There can be no assurance that we will be able to attract and retain key employees on acceptable terms to operate our business successfully. The Company does not have any key person life insurance on the lives of any of its executive management.

~~ENTERTAINMENT~~Even ~~ART~~if we venture to develop commercially acceptable products, ~~INC~~we cannot determine whether we can manufacture our products in a cost effective manner or achieve profitability.

(AEven ~~DEVELOPMENT~~if ~~STAGE~~our ~~COMPANY)~~technology and products gain commercial acceptance, we may not be able to manufacture our products, or have them manufactured, at a cost that enables us to be competitive for our commercial partners’ end use and allows us to become and remain profitable. We do not know if we will be able to use commercially available equipment to manufacture our products. Further development and expense for unique or modified equipment might be required. We do not know the requirements for the equipment necessary for commercial production of our products. The design and success for any unique or modified equipment may not be technically feasible. In addition, these unique or modified requirements might not be acceptable to potential commercial partners in terms of cost or acceptable manufacturing and production specifications.

~~NOTES~~We TOare ~~FINANCIAL~~dependent ~~STATEMENTS~~to a great extent on the services of Opsolution GmbH, as well as our scientific consultants, contractors and strategic advisors for all of our development activities and our business could be harmed if we were unable to utilize their services.

~~NOTE~~We 3depend -on ~~Fair~~the ~~Value~~services of consultants and advisors to assist us with technical and business activities and for our patent application and prosecution efforts. These individuals are not our employees, may be employed by others, and we do not have access to all of their time or work product. We may have difficulty obtaining the amount of time and attention from these strategic advisors that we need. In addition, we do not have any assurance that these strategic advisors will continue to provide services to us or, if not, that they will not provide services to our competitors. If we were unable to utilize the services of these individuals, our development efforts or our relationships with new or existing partners may be harmed.

~~Fair~~We ~~Value~~currently ~~Measurement~~do not have insurance coverage for any claims against us.

~~FASB~~We ~~ASC~~face ~~820~~the ~~defines~~risk ~~fair~~of ~~value~~loss resulting from product liability, ~~establishes~~securities, afiduciary ~~framework~~liability, ~~for~~intellectual ~~measuring~~property, ~~fair~~antitrust, ~~value~~contractual, ~~and~~warranty, ~~establishes~~environmental, afraud ~~fair~~and ~~value~~other ~~hierarchy~~lawsuits, ~~which~~whether ~~prioritizes~~or ~~the~~not ~~inputs~~such toclaims ~~valuation~~are ~~techniques~~valid. ~~Fair~~In ~~value~~addition, iswe ~~the~~do ~~price~~not ~~that~~have ~~would~~product beliability, ~~received~~fiduciary, todirectors ~~sell~~and anofficers, ~~asset~~property, ornatural ~~paid~~catastrophe toand ~~transfer~~comprehensive ageneral liability ininsurance. anTo ~~orderly~~the ~~transaction~~extent ~~between~~we ~~market~~secure ~~participants~~insurance, atit ~~the~~may ~~measurement~~not ~~date.~~be Aadequate ~~fair~~to ~~value~~cover ~~measurement~~such ~~assumes~~claims ~~that~~or ~~the~~may ~~transaction~~not tobe ~~sell~~available to the ~~asset~~extent orwe ~~transfer~~expect. ~~the~~If ~~liability~~we ~~occurs~~are inable ~~the~~to ~~principal~~secure ~~market~~insurance, ~~for~~our ~~the~~costs ~~asset~~could orbe ~~liability~~volatile orand, inat ~~the~~any ~~absence~~time, ofcan aincrease ~~principal~~given ~~market,~~changes ~~the~~in ~~most~~market ~~advantageous~~supply ~~market~~and demand. ~~Valuation~~We ~~techniques~~may ~~that~~not ~~are~~be ~~consistent~~able ~~with~~to obtain adequate insurance coverage in the ~~market,~~future ~~income~~at oracceptable ~~cost~~costs. ~~approach,~~A assuccessful ~~specified~~claim that exceeds or is not covered by ~~FASB~~our ~~ASC~~policies ~~820,~~could ~~are~~require ~~used~~us to ~~measure~~pay ~~fair value~~substantial sums.

~~The~~ 11 Risks ~~fair~~Related ~~value hierarchy prioritizes the inputs~~ to ~~valuation~~Competition ~~techniques~~and ~~used~~our ~~to measure fair value into three broad levels:~~Industry

·Because ~~Level~~or 1technologies ~~inputs~~ are ~~quoted~~applicable ~~prices~~to ~~(unadjusted)~~multiple inlarge ~~active~~ markets ~~for~~and ~~identical~~multiple ~~assets~~end-use orapplications, ~~liabilities~~we ~~the~~will ~~Company~~likely ~~has~~face competition from companies in multiple industries, as well as from the ~~ability~~internal efforts of our potential commercial partners and, if we fail to ~~access~~compete effectively, our business could suffer.

·All ~~Level~~of 2our ~~inputs~~technologies are ~~inputs~~being ~~(other~~introduced ~~than~~for ~~quoted~~uses ~~prices~~that ~~included~~may ~~within~~be ~~level~~deployed 1)in large business or industrial segments. Many of these technologies have similar competing technologies that have already obtained any necessary government approvals, are ~~observable~~already ~~for~~established ~~the~~and ~~assets~~recognized and are in use, or ~~liability~~are being developed by companies with far more resources, ~~either~~market ~~directly~~penetration, and capital than our own. Many of our competitors, as well as potential future academic and commercial partners, may have access to substantially greater financial, technical, operational, intellectual property, legal and other resources than we do, which may enable them to react more effectively to new market opportunities. Currently, we have no internal marketing, sales, or ~~indirectly~~manufacturing infrastructure in place, and our R&D is limited to our inventor network and consultants that we retain from time to time for specific purposes. Many of our competitors and potential future partners have greater name recognition and market presence than we do, which may allow them to market themselves more effectively to new customers and prevent us from achieving commercial progress. If we do not compete successfully, our ability to develop and sell our products could be harmed and our business could suffer.

·Government ~~Level~~regulations, 3public ~~are~~perception, ~~unobservable~~and ~~inputs~~increased ~~for~~costs ~~the~~associated ~~assets~~with ornanotechnology ~~liability~~may ~~and~~limit ~~rely~~or ondiscourage ~~management's own assumptions about~~ the ~~assumptions that market participants would~~ use inof ~~pricing~~nanotechnology, ~~the~~which ~~asset~~could orreduce ~~liability.~~our ~~(The~~revenue ~~unobservable inputs should be developed based on the best information available in the circumstances~~ and ~~may~~harm ~~include~~our ~~the Company's own data~~business.)

~~The~~Nanotechnology ~~carrying~~based ~~value~~on ofthe ~~cash~~Farbry-Pérot Filter Spectrometer on chips has been developed by other groups (e.g., ~~accrued~~University ~~liabilities~~of Delft). Although they do not apply Nanoimprinting, ~~loans~~the ~~payable~~size of their spectroscopic units are similar to Biozoom's. It is possible that additional design and ~~notes~~manufacturing ~~payable~~measures ~~approximates~~with ~~fair~~additional ~~value~~costs ~~because~~will be necessary to correctly apply Nanoimprinting for the serial commercial production of a NanoSpectrometer. The high costs associated with manufacturing facilities capable of serial production may reduce the ~~immediate~~interest orof ~~short-term~~partners ~~maturity~~to cooperate in serial production of ~~these~~our ~~financial~~products, ~~instruments~~and may therefore restrict the commercialization of our nanotechnology. For some applications, it is also possible that environmental conditions, public perceptions, government regulations, or special technical requirements will impede our ability to develop or market products utilizing our technology and restrict any market penetration of our NanoSpectrometers.

~~The~~Risks ~~Company's~~Related ~~financial instruments include cash, accrued liabilities, loans payable and notes payable. All of these items were determined~~ to beOur ~~Level~~Intellectual ~~1 fair value measurements.~~Property

~~NOTE~~Our 4inability -to ~~Notes~~adequately ~~Payable~~protect and maintain our intellectual property worldwide could harm our business.

OnOur ~~August~~ability 7to achieve commercial success will depend in part on obtaining, ~~2009~~maintaining and defending our intellectual property, as well as successfully defending our intellectual property against any third party challenges and prosecuting against infringements of our intellectual property rights. This will require us to pay the ~~Company~~license ~~issued~~and aother ~~promissory~~commercialization ~~note~~costs as well as defend against use or initiate claims against third parties. If we are unable to obtain and maintain patent and trade secret protection for ~~$16~~our technology and products,~~000~~ our business could be harmed. ~~The~~In ~~promissory~~addition, ~~note~~we iswill ~~payable~~only onbe ~~demand~~able to protect our technology and ~~bears~~enabled ~~interest~~products atfrom 9%unauthorized ~~per~~use ~~annum~~by third parties where we obtain and maintain valid and enforceable patents or trade secrets.

OnWe ~~October~~cannot ~~31,~~be ~~2009,~~certain of the ~~Company~~final issued apatents ~~promissory~~or ~~note~~claims to technologies if we have licensed them or for $9future patent applications,~~000~~ totheir ~~the~~holders’ ~~same~~ability ~~party.~~to ~~This~~protect ~~promissory~~our ~~note~~intellectual isproperty ~~payable~~rights, onor ~~demand~~the ~~and~~degree ~~bears~~to ~~interest~~which atthey 9%will ~~per~~provide ~~annum~~us competitive advantage.

OnOur ~~April~~success 5depends, ~~2010,~~to ~~the~~a ~~Company~~significant ~~borrowed $3~~degree,~~000~~ ~~from~~upon the ~~holder~~protection of ~~its~~our ~~notes~~proprietary ~~payable~~technologies. OnWhile ~~April~~we ~~19,~~currently ~~2010,~~have ~~the~~various ~~Company~~pending ~~issued~~as awell ~~promissory~~as ~~note~~various ~~for~~approved $5patent applications on file in various jurisdictions,~~500~~ ~~which~~and ~~memorialized~~are adeveloping $2others and,~~500~~ ~~advance~~we ~~during~~may ~~the~~need ~~quarter~~to ~~ended~~pursue ~~March~~additional ~~31,~~protections ~~2010~~for our intellectual property as we develop new products and ~~the~~enhance ~~$3,000~~existing ~~advanced~~technologies. onWe ~~April~~may 5not be able to obtain appropriate protections for our intellectual property in a timely manner, ~~2010~~or at all. ~~The~~Our ~~promissory~~inability ~~note~~to isobtain ~~payable~~appropriate onprotections ~~demand~~for our intellectual property may allow competitors to enter our markets and ~~bears~~produce ~~interest~~or atsell 9%the ~~per~~same ~~annum~~or similar products.

OnOur ~~July~~patents ~~30,~~or ~~2010,~~provisional ~~the~~patents ~~Company~~are currently pending and have not been issued aby ~~promissory~~the ~~note~~respective ~~for~~domestic ~~$10,000~~and tointernational patent offices and regulators. We cannot predict the ~~same~~claims ~~party~~or breadth of claims that may be allowed or enforced in our future patent applications or in our licensed patents. ~~This~~The ~~promissory~~degree ~~note~~of future protection for our proprietary rights is ~~payable~~uncertain onbecause ~~demand~~legal means afford only limited protection and ~~bear~~may ~~interest~~not atadequately 9%protect ~~per~~our ~~annum~~rights or permit us to gain or keep a competitive advantage. For example:

On· ~~May 10~~we, ~~2011,~~or ~~the~~our ~~company received $15~~licensors,~~400~~ ~~from~~might anot ~~non-related~~have ~~party.~~been ~~This~~the ~~transaction~~first ~~was~~to ~~memorized~~make onthe ~~October~~inventions ~~10,~~covered ~~2011~~by ~~and~~each ~~the~~of ~~promissory~~our ~~note~~pending ~~is due~~patent onapplications ~~December~~or ~~31,~~any ~~2015 and~~future ~~bears~~issued ~~5% interest per annum.~~patents;

On· ~~August~~our 3,patent ~~2011~~applications, ~~the~~or ~~Company issued~~those awe ~~promissory~~have ~~note for $5~~licensed,~~000~~ ~~from~~might ~~the~~not ~~same party. The~~have ~~note~~been isthe ~~due~~first ~~December~~to ~~31,~~be ~~2015~~filed ~~and~~for ~~bears~~the ~~interest at 5% per annum.~~inventions;

In· ~~October~~pending ~~2011,~~patent ~~the~~applications ~~Company~~that ~~issued~~we afile ~~promissory~~or ~~note~~license ~~for~~may ~~$15,400~~not asresult ~~consideration to and it order to memorialize a loan made to company~~ in ~~May~~issued ~~2011 by a third party. This loan was originally inadvertently reported as part of a related party loan of $16,000. The loan bears interest at 5% per annum and is due December 31, 2015 (See note 5).~~patents;

On· ~~March~~pending ~~30,~~patents ~~2012,~~that ~~the~~we ~~Company issued~~have alicensed ~~promissory~~or ~~note~~may ~~for~~file ~~$5,000~~may ~~from~~not ~~the~~provide ~~same party. The~~a ~~note~~basis isfor ~~due~~commercially ~~December~~viable 31products, ~~2015~~ and ~~bears~~may ~~interest~~not atprovide 5%us ~~per~~with ~~annum.~~any competitive advantages;

~~F-9~~· patent applications or patents that we have filed or licensed might fail to issue or the patents deemed invalid, or may be challenged and invalidated by third parties;

~~ENTERTAINMENT~~· ~~ART,~~we ~~INC.~~may not develop additional proprietary technology that is patentable; or

(A· ~~DEVELOPMENT~~the ~~STAGE~~patents ~~COMPANY)~~of others may have an adverse effect on our business.

~~NOTES~~We TOalso ~~FINANCIAL~~rely ~~STATEMENTS~~on trade secrets to protect our technology and cannot be certain they will remain secret and provide protection or advantage to our efforts.

~~NOTE~~We 5also rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or obtainable. Trade secrets are difficult to protect. While we use reasonable efforts to protect our trade secrets, such as confidentiality agreements and non-competition ~~Related~~agreements, ~~Party~~our ~~Transactions~~employees, consultants, contractors, partners and other advisors may unintentionally or willfully disclose our information to competitors or use them for their own benefits. Moreover, not all consultants or service providers or other persons that may have access to our information from time to time, will necessarily be covered by confidentiality agreements. Enforcing claims that a third party illegally obtained, disclosed or is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know how that may be equivalent or preferential to our trade secret practices.

~~During~~We ~~the~~may ~~period~~become ~~June~~involved ~~15,~~in ~~2007~~litigation ~~(inception)~~or toother ~~March~~proceedings ~~31,~~to ~~2008,~~defend ~~the~~against ~~Company~~claims ~~paid~~of ~~approximately~~infringement ~~$35,000~~of tointellectual anproperty ~~entity~~rights ~~owned~~of byothers ~~two~~and ofthe ~~its~~outcome ~~officers'~~could ~~and~~have ~~directors.~~a ~~Included~~material inadverse ~~such~~impact ~~payments~~on ~~were~~our ~~consulting~~business. ~~fees~~We ~~and~~are ~~rent~~also inrequired ~~the~~to ~~amount~~share ofin ~~$9,000~~prosecution and ~~$10,000,~~defense ~~respectively.~~of ~~The~~our ~~Company~~intellectual ~~rented~~property ~~space~~partners, ~~from~~which ~~this~~could ~~entity~~result onin a ~~month~~material ~~to month basis~~liability.

~~During~~While we are not currently involved in any legal proceedings related to intellectual property, the ~~period~~defense ~~June~~and 15prosecution of intellectual property suits, ~~2007~~interferences, ~~(inception)~~oppositions and related legal and administrative proceedings in the United States and elsewhere are costly, time consuming to ~~March~~pursue 31and could result in the use of our limited financial, ~~2008~~legal, and managerial resources. An adverse ruling, including an adverse decision as to the ~~Company~~infringement ~~paid~~of aany ~~law~~third ~~firm~~party ~~owned~~intellectual byproperty anrights ~~officer~~or ~~and~~the ~~director~~enforceability ~~approximately~~or $1validity of our intellectual property rights could subject us to significant damages or prevent us from using the intellectual property or selling our products. Even if we prevail,~~000~~ ~~for~~we ~~start-up~~could ~~organization~~incur ~~expenses~~substantial costs and our intended business plans may be diverted or postponed.

~~During~~In ~~the~~order ~~year~~to ~~ended~~protect ~~March~~or 31enforce our patent rights, ~~2009~~we, ~~the~~or ~~Company~~certain ~~was~~of ~~charged~~our ~~approximately~~IP $3co-developers,~~600~~ bymay aninitiate ~~entity~~costly ~~owned~~patent bylitigation ~~two~~against ofthird ~~its~~parties ~~officers'~~which ~~and~~will ~~directors.~~require ~~Included~~financial inand ~~such~~legal ~~payments~~resources ~~was~~that ~~rent~~could injeopardize ~~the~~our ~~amount of $3,000~~business. The ~~Company~~outcome ~~previously~~of ~~rented~~said ~~space~~causes ~~from~~would ~~this~~be ~~entity on a month to month basis~~uncertain.

~~During~~We, ~~the~~or ~~years~~our ~~ended~~co-developers, ~~March~~may ~~31,~~initiate ~~2012~~patent ~~and~~litigation ~~2010~~against third parties, ~~the~~such ~~Company~~as ~~paid~~infringement $0suits ~~and~~or ~~$5,300,~~interference ~~respectively~~proceedings, in ~~legal~~order ~~fees~~to protect or enforce our patent rights. We would be required to acontribute ~~law~~to ~~firm~~costs ~~owned~~of bydefense anor ~~officer~~prosecution of our co-developers as well, and ~~director~~may ofnot have a say as to the ~~Company~~benefit of such a suit. This litigation may be necessary to:

~~During~~· ~~the~~assert ~~year~~claims ~~ended March 31, 2010, the Company satisfied its accounts payable - related party obligation~~ of ~~$28,593 by the payment of $22,500. The balance of $6,093 was recorded as debt extinguishment income in the current period (see Note 9).~~infringement;

~~During~~· ~~the~~enforce ~~year~~our ended March 31, 2010, the Company, in connection with the termination of its originally planned business, purchased goods for $1,500 from an entity owned by two of its officers and directors. These goods were sold at cost, in order to dispose of them.patents;

At· ~~March~~protect ~~31,~~our ~~2012~~trade ~~and~~secrets ~~2011,~~or ~~the~~know-how; ~~Company owed $0 and $2,063 respectively, in legal fees to a law firm owned by a former officer and director of the Company.~~or

At· ~~March~~determine 31the enforceability, ~~2012~~scope and ~~2011~~validity ~~loans~~of ~~payable to related party in~~ the ~~amount~~proprietary rights of ~~$6,500 and $27,500 respectively, each bears interest at 5% per annum and is payable on demand~~others.

InThe ~~October~~result 2011, the Company issued a promissory note for $15,400 as consideration to and it order to memorialize a loan made to company in May 2011 by a third party. This loan was originally inadvertently reported as part of aany ~~related~~such ~~party~~litigation ~~loan~~would ofbe ~~$16,000~~uncertain. ~~The loan bears interest at 5% per annum and is due December 31, 2015 (See note 4).~~

~~During~~Any ~~the~~lawsuits ~~quarter~~that ~~ended~~we ~~December~~initiate ~~31,~~could ~~2011~~be expensive, ~~the~~take ~~Company~~significant ~~was~~time ~~issued~~and adivert ~~credit~~management’s ofattention ~~$963~~from ~~for~~other ~~legal~~business ~~fees~~concerns. byLitigation aalso ~~law~~puts ~~firm~~our ~~owned~~patents, byif aany, ~~former officer~~at risk of being invalidated or interpreted narrowly and ~~director~~our patent applications at risk of ~~the~~not ~~Company~~issuing. Additionally, we may provoke third parties to assert claims against us. Changes in laws concerning intellectual property would affect our ability to protect our intellectual property, if any.

At 12 Risks ~~December~~Relating ~~31,~~to ~~2011~~Our ~~the~~Common ~~company~~Stock ~~received a loan from a related party in the amount of $6,500 bearing interest at 5% per annum~~ and ~~is payable on demand.~~Dilution

~~During~~Trading ~~the~~in ~~year~~our ~~ended~~Common ~~March~~Stock ~~31,~~has ~~2012,~~been ~~the~~suspended ~~balance~~by ofthe ~~$28~~SEC,~~600~~ ~~loan~~and ~~payable~~we have been and may continue to ~~former~~be ~~related~~subject ~~parties~~to ~~and~~regulatory actions that have a material adverse effect on the ~~associated~~liquidity ~~interest~~and price of $3our Common Stock,~~649~~ ~~was~~directly ~~recorded~~or asindirectly ~~extinguishment~~through the effect of ~~debt income~~such ~~totaling~~actions ~~$32,249~~on investor confidence.

~~F-10~~On June 25, 2013, the SEC announced the suspension, pursuant to Section 12(k) of the Exchange Act, of trading in the securities of the Company, commencing at 9:30 a.m. EDT on June 25, 2013, and terminating at 11:59 p.m. EDT on July 9, 2013. The Commission suspended trading in the securities of the Company “due to a lack of current and accurate information concerning the securities of Biozoom because of concern that [sic] certain Biozoom affiliates and shareholders may have unjustifiably relied upon Rule 144 of the Securities Act of 1933 . . . and they, Biozoom, and others may be engaged in an unlawful distribution of securities through the OTCBB.”

~~ENTERTAINMENT~~Following ~~ART~~this type of trading suspension, ~~INC~~a broker-dealer generally may not solicit investors to buy or sell the previously-suspended over-the-counter stock until certain requirements are met. A broker-dealer must file and clear with the Financial Industry Regulatory Authority, Inc. (“FINRA”) a Form 211 representing that it has satisfied all applicable requirements, including those of Rule 15c2-11 and FINRA Rule 6432. Rule 15c2-11 requires, among other things, that broker-dealers review and maintain certain information regarding an issuer and have a reasonable basis under the circumstances for believing that the information is accurate in all material respects and the sources of the information are reliable.

(AWe ~~DEVELOPMENT~~have ~~STAGE~~not ~~COMPANY)~~retained a broker-deal to file a Form 211 with the FINRA, and we do not know when, if at all, any quotation of our securities will again be entered. We therefore expect the liquidity and price of our Common Stock to materially decrease. Additionally, there can be no assurance that the SEC or other regulators or third parties will not take further regulatory or legal action against the Company. Any such action, and lack of investor confidence, would have a material adverse effect on the Company, and the liquidity and price of the Common Stock.

~~NOTES~~We TOexpect ~~FINANCIAL~~our ~~STATEMENTS~~Common Stock to be highly illiquid, and a liquid market may not ever develop, which could prevent you from liquidating your investment.

~~NOTE~~We 6expect -our Common Stock to be highly illiquid in the future, and we may not be able to find a broker willing to file a Form 211 or make a market in our securities, or to even accept securities such as ours for deposit. There can be no assurance any market for our securities will ever develop, and even if one does, that a market will continue or that a stockholder ever will be able to liquidate his investment without considerable delay, if at all. In addition, most of our stock is owned by a few parties, including HHBV GmbH and K-Investments, GmbH, which are entities controlled by our CEO, CTO and directors, and which are affiliates of certain control persons of the Company. If a market should continue, the price may be highly volatile. Factors such as those discussed in this “Risk Factors” section may have a significant impact upon the market price of our common stock. Due to the low price of the securities, many brokerage firms may not be willing to effect transactions in our common stock. Even if a purchaser finds a broker willing to effect a transaction in our common stock, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our common stock as collateral for any loans.

InEven ~~June~~with ~~2007~~a ~~the~~more ~~Company~~developed ~~issued 39~~market,~~600,000~~ ~~shares~~it ofcould ~~common~~become ~~stock~~difficult to ~~its~~deposit ~~Founders~~and ~~for~~liquidate ~~$5,100~~our securities.

InThere ~~October~~are ~~2007~~fewer ~~the~~and ~~Company~~fewer ~~sold~~broker 20dealers willing to accept for deposit,~~130,000~~ ~~shares~~hold and sell securities of ~~common~~bulletin ~~stock~~board tocompanies, ~~private~~especially ~~investors~~those atsuch ~~$.003~~as ~~per~~ours ~~share~~with ~~for~~limited ~~gross~~operating ~~proceeds~~history ofand ~~$61~~infrastructure and limited trading. Accordingly,~~000~~ even if some liquidity develops, you may have difficulty liquidating your securities.

OnHardy ~~June~~Hoheisel ~~30,~~and ~~2009~~Dr. ~~the~~Wolfgang ~~Board~~Köcher ofare ~~Directors~~our ~~authorized~~largest ashareholders 33and ~~for~~control 1persons ~~forward~~with ~~split~~approximately of60% ~~the~~ownership ~~Company's~~control ~~common~~of ~~stock~~our toissued ~~stockholders~~and ofoutstanding ~~record~~common ~~on July 8~~stock, ~~2009~~ and ~~with~~ a ~~payment~~sale ~~date~~ of ~~July~~these ~~21,~~shares ~~2009.~~would ~~All~~have ~~share~~a ~~and~~material ~~per~~adverse ~~share~~affect ~~data~~on ~~have~~share ~~been~~price ~~retroactively~~and ~~restated to reflect this recapitalization~~liquidity.

~~NOTE~~Mr. 7Hoheisel and Dr. Köcher, members of our Board of Directors and our Chief Executive Officer and Chief Technology Officer respectively, beneficially own approximately 60% of our common stock as of March 31, 2013. There is no lock-up ~~Preferred~~provision ~~Stock~~on these shares other than resale restrictions under the Securities Act. These persons have the ability to exert control over our management decisions and will have the ability to sell large volumes of stock over the course of the next few years.

~~The~~Our ~~Company’s~~need ~~Board~~for ofadditional ~~Directors~~financing ~~may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series~~ and at the ~~time~~conversion of ~~issuance,~~our ~~determine~~existing ~~the~~convertible ~~rights,~~notes ~~preferences~~ and ~~limitations~~warrants ofwill ~~each~~result ~~series. The holders of preferred stock may be entitled to receive a preference payment~~ in ~~the~~immediate ~~event~~and ofsubstantial ~~any~~dilution ~~liquidation, dissolution or winding-up of the Company before any payment is made~~ to ~~the~~your ~~holders~~investment ~~of the common stock. Furthermore, the board of directors could issue preferred stock with voting~~ and ~~other~~may ~~rights that could~~ adversely affect the ~~voting~~market ~~power~~price of ~~the~~our ~~holders of the~~ common stock.

~~NOTE~~Additional 8funding -will ~~Income~~be ~~Taxes~~required in order for our company to survive as a going concern, to finance growth, and to achieve our strategic objectives. Management is actively pursuing additional sources of funding. If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

AtThe ~~March~~amount ~~31,~~and ~~2012~~timing of our future capital requirements will depend upon many factors, including the ~~Company~~level ~~had~~of ~~available~~funding areceived ~~net-operating~~from ~~loss~~possible ~~carry-forward~~future ~~for~~private ~~Federal~~placements ~~tax~~of ~~purposes~~our common stock and the level of ~~approximately~~funding ~~$151~~obtained through other financing sources,~~047,~~ ~~which~~and ~~may~~the betiming ~~applied~~of ~~against~~such ~~future~~funding. ~~taxable~~We ~~income,~~intend ifto retain any, atfuture ~~various~~earnings ~~times~~to ~~through~~retire ~~2031.~~any ~~Certain~~existing ~~significant~~debt, ~~changes~~finance inthe ~~ownership~~expansion of ~~the~~our ~~Company~~business ~~may~~and ~~restrict~~any ~~the~~necessary ~~future~~capital ~~utilization~~expenditures, ofand ~~these~~for ~~tax~~general ~~loss~~corporate ~~carry-forwards~~purposes.

AtSales ~~March~~of ~~31, 2012, the Company has~~ a ~~deferred~~substantial ~~tax~~number ~~asset~~ of ~~approximately~~shares ~~$151,047~~of ~~representing~~our ~~the~~common ~~benefit~~stock ofin ~~its~~the ~~net~~public ~~operating~~market ~~loss~~could ~~carry-forward.~~dilute ~~The~~your ~~Company~~existing ~~has~~investment, ~~not~~depress ~~recognized~~ the ~~tax~~market ~~benefit~~price ~~because realization~~ of ~~the~~our ~~tax~~common ~~benefit~~stock, ~~is uncertain~~ and ~~thus~~impair aour ~~valuation~~ability ~~allowance~~to ~~has~~raise ~~been~~capital ~~fully~~through ~~provided~~the ~~against~~sale ~~the~~of ~~deferred~~additional ~~tax~~equity ~~asset~~securities. ~~The~~We ~~difference~~cannot ~~between~~predict the ~~Federal~~effect ~~Statutory~~that ~~Rate~~future sales of ~~34%~~our ~~and~~common ~~the~~stock ~~Company’s~~or ~~effective~~other ~~tax~~equity-related ~~rate~~securities ofwould 0%have ison ~~due to an increase in~~ the ~~valuation~~market ~~allowance~~price of ~~approximately~~our ~~$59,000~~common ~~for the year ended March 31, 2012~~stock.

~~NOTE~~Holders 9of -our ~~Extinguishment~~common stock, hold a substantial number of ~~Debt~~shares which they may be able to sell in the public market in the near future. If our existing stockholders convert, or sell, or are perceived to be prepared to sell, a substantial number of shares of our common stock in the public market, the market price of our common stock could fall. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional shares of stock.

~~Indebtedness~~There inis ~~the~~limited ~~amount~~historical ofinformation ~~$32,249~~available ~~consisting~~for ofinvestors ~~accounts~~to ~~payable~~evaluate -our ~~related~~performance ~~party~~or ~~was~~a ~~forgiven~~potential ~~during~~investment ~~the~~in ~~year~~our ~~ended March 31, 2012 and was recorded as debt extinguishment income~~shares.

~~F-11~~There is limited historical information available to help prospective investors evaluate our performance or an investment in our shares, and our historical financial statements are not necessarily a meaningful guide for evaluating our future performance because we have not begun to sell our products.

~~ENTERTAINMENT~~There ~~ART~~may be deficiencies with our internal controls that require improvements, ~~INC~~and if we are unable to adequately evaluate internal controls, we may be subject to sanctions by the SEC.

(AWe ~~DEVELOPMENT~~are ~~STAGE~~exposed ~~COMPANY)~~to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller reporting company, we will be exempt from the auditor attestation requirements concerning our report on the effectiveness of our internal controls over financial reporting so long as we are a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective, and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.

~~NOTES~~ 13 We TOwere ~~FINANCIAL~~once ~~STATEMENTS~~a shell, and as such, our failure to file reports could result in illiquidity of our shares. Our shareholders may face significant restrictions on their stock from both regulators and the securities industry.

~~NOTE~~Our stock differs from many stocks in that it is a “penny stock.” We were also once a shell company, and Rule 144 resale rules mandate that we remain current with our reports in order for restricted share owners to be eligible to resell, which resells cannot occur under Rule 144 until at least one year after we have filed current “Form 10 -information” ~~Subsequent~~with ~~Events~~the SEC reflecting our status as ceasing to be a shell. Penny stocks are subject to significant regulation that limits their liquidity. In addition, broker dealers have increasingly been unwilling to make markets in penny stocks or to accept the same for deposit. The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:

~~The~~· ~~Company~~3a51-1 ~~has~~which ~~evaluated~~defines ~~subsequent~~penny ~~events~~stock ~~through~~as, ~~the~~generally ~~date~~speaking, ~~the~~those ~~financial~~securities ~~statements~~which ~~were~~are ~~issued~~not listed on either NASDAQ or a national securities exchange and upare topriced ~~the~~under ~~time~~$5, excluding securities of ~~the~~issuers ~~filing~~that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of ~~the~~at ~~financial~~least ~~statements~~$6 ~~with~~million for the ~~Securities~~last ~~and~~three ~~Exchange Commission.~~years;

In· ~~May~~15g-1 ~~2012~~which ~~the~~outlines ~~Company~~transactions ~~issued~~by abroker/dealers ~~promissory~~which ~~note~~are inexempt ~~the~~from ~~amount~~15g-2 ofthrough ~~$5,000~~15g-6 ~~from~~as anthose ~~unaffiliated~~whose ~~party.~~commissions ~~The~~from ~~loan~~traders ~~bears~~are ~~interest~~lower atthan 5% ~~per~~total ~~annum and is due December 31, 2015.~~commissions;

F· 15g-122 which details that brokers must disclose risks of penny stock on Schedule 15G;

~~Item~~· ~~9. Changes~~15g-3 inwhich ~~and~~details ~~Disagreements~~that ~~With~~broker/dealers ~~Accountants~~must ondisclose ~~Accounting~~quotes and ~~Financial~~other ~~Disclosure~~information relating to the penny stock market;

~~None.~~· 15g-4 which explains that compensation of broker/dealers must be disclosed;

~~Item~~· ~~9A. Controls~~15g-5 ~~and~~which ~~Procedures~~explains that compensation of persons associated in connection with penny stock sales must be disclosed;

~~Evaluation~~· of15g-6 ~~Disclosure~~which ~~Controls~~outlines that broker/dealers must send out monthly account statements; and

~~Our~~· Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a15g-~~15(e)~~9 orwhich ~~15d-15(e))~~defines assales ofpractice the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosurerequirements. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

~~Management’s~~Since ~~Report~~our onsecurities ~~Internal~~constitute ~~Control~~a ~~over~~“penny ~~Financial~~stock” ~~Reporting~~within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:

~~Management~~· control of the ~~Company~~market ~~is responsible~~ for ~~establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under~~ the ~~Securities~~security ~~Exchange Act of 1934, internal control over financial reporting is a process designed~~ by, orone ~~under the supervision of, the Company’s principal executive, principal operating and principal financial officers,~~ or ~~persons~~a ~~performing~~few ~~similar~~broker-dealers ~~functions,~~that ~~and~~are ~~effected~~often byrelated ~~the Company’s board of directors, management and other personnel,~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~promoter ofor ~~financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.~~issuer;

~~The~~· ~~Company’s~~manipulation ~~internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance~~ of ~~records,~~prices ~~that,~~through inprearranged ~~reasonable~~matching ~~detail, accurately and fairly reflect the transactions and dispositions~~ of ~~the~~purchases Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and ~~that~~sales ~~receipts~~ and ~~expenditures~~false ~~of the Company are being made only in accordance with authorizations of the Company’s management~~ and ~~directors;~~misleading ~~and~~press (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.releases;

~~Because~~· of“boiler ~~its~~room” ~~inherent~~practices ~~limitations,~~involving ~~internal~~high ~~control~~pressure ~~over~~sales ~~financial~~tactics ~~reporting~~and ~~may~~unrealistic ~~not~~price ~~prevent or detect misstatements. Also,~~ projections ofby ~~any~~inexperienced ~~evaluation~~sales of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.persons;

14· excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

~~The~~· ~~Company’s management, including~~ the ~~Company’s~~wholesale ~~Chief~~dumping ~~Executive Officer and Principal Financial Officer assessed the effectiveness~~ of the ~~Company’s~~same ~~internal~~securities ~~control~~by ~~over~~promoters ~~financial~~and ~~reporting as of March 31, 2012. In making this assessment, management used the framework in “Internal Control~~ broker-dealers ~~Integrated~~after ~~Framework”~~prices ~~promulgated~~have bybeen ~~the~~manipulated ~~Committee~~to ofa ~~Sponsoring~~desired ~~Organizations of the Treadway Commission~~level, ~~commonly~~along ~~referred~~with ~~to as~~ the ~~“COSO”~~inevitable ~~criteria.~~collapse ~~Based on the assessment performed, management believes that as~~ of ~~March~~those ~~31,~~prices ~~2012,~~with ~~the~~consequent ~~Company’s~~investor ~~internal control over financial reporting was effective based upon the COSO criteria~~losses. ~~Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of March 31, 2012.~~

~~This~~The ~~annual~~market ~~report~~for ~~does~~our ~~not~~stock ~~include~~is anexpected ~~attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject~~ to ~~attestation~~be bylimited, ~~the~~and ~~Company’s~~our ~~registered~~stock ~~public~~price ~~accounting~~may ~~firm~~be ~~pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report~~volatile.

~~Changes~~The market for our common stock is expected to be limited due to trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in ~~Internal~~selling ~~Controls~~shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

~~During~~In addition, there will be few objective metrics by which our business progress will be measured which may also cause the ~~year~~market ~~ended~~price ~~March~~of ~~31,~~our ~~2012~~common stock to fluctuate significantly. We do not expect to generate substantial revenue from the sale of our scanner and bio-feedback system for several years, ~~there~~if ~~was~~at noall. ~~change~~In inthe ~~internal~~absence ~~control~~of ~~over~~product ~~financial~~revenue ~~reporting~~as ~~that~~a ~~has~~measure ~~materially~~of ~~affected~~our operating performance, orwe isanticipate ~~reasonably~~that ~~likely~~investors toand ~~materially~~market ~~affect~~analysts will assess our ~~internal~~performance ~~control~~by ~~over~~considering ~~financial~~factors ~~reporting.~~such as:

~~The~~· ~~Company’s~~our ~~management,~~ability ~~including~~to ~~the~~enter ~~chief~~into ~~executive officer and principal financial officer, do not expect that its disclosure controls~~ or ~~internal~~technology ~~controls will prevent all error and all fraud. A control system~~development, ~~no matter how well conceived and operated~~commercialization, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and ~~the~~other ~~benefits~~agreements ofwith ~~controls~~new ~~must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances~~existing of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.partners;

~~Additionally,~~· ~~controls~~announcements ~~can~~regarding ~~be circumvented by~~ the ~~individual~~status ~~acts~~ of ~~some~~any ~~persons, by collusion of two~~ or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all ~~potential future conditions. Over time, control may become inadequate because~~ of ~~changes~~our incollaborations ~~conditions,~~ or ~~the~~technology degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of people currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such actions. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company should address these concerns at the earliest possible opportunity.applications;

~~Item~~· ~~9B. Other~~general ~~Information~~and industry specific economic conditions, which may affect our and potential partners’ development expenditures and commercialization resources;

~~None~~· the success or failure of our competitors’ efforts to develop competitive technologies;

15· announcements regarding developments in the optical field in general;

~~PART~~· ~~III~~the issuance of competitive patents or disallowance or loss of our patent rights; and

~~Item~~· ~~10. Directors,~~announcements ~~Executive~~regarding ~~Officers~~government funding and ~~Corporate~~initiatives ~~Governance~~related to the development of our technology.

~~Directors~~We will not have control over many of these factors but expect that our stock price may be influenced by them. As a result, our stock price may be volatile and ~~Executive~~you ~~Officers~~may lose all or part of your investment.

~~The~~We ~~following~~do ~~table~~not ~~sets~~anticipate ~~forth~~paying ~~certain~~any ~~information~~cash ~~regarding~~dividends, ~~the~~which ~~members~~could ofreduce ~~our~~the ~~board~~value of ~~directors~~your ~~and our executive officers:~~ stock.

Name and Business Address		Age		Position
Jeff Lamson		47		President, Chief Executive Officer and Director, Treasurer, Chief Financial Officer and Secretary

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

~~Jeff~~We ~~Lamson~~may –be ~~From September 2009 to October 2011, Mr. Lamson was~~ the ~~controller~~subject of ~~Sacramento~~securities ~~Cooling~~class ~~Systems,~~action ~~Inc,~~litigation ~~a heating~~ and/or ~~air~~regulatory ~~conditioning~~trading ~~control~~halts ~~systems~~due ~~provider. From October 2007~~ to ~~September~~future ~~2009,~~stock ~~Mr.~~price ~~Lamson was the Chief Financial Officer of Falcon Technologies, Inc~~volatility., a telecommunications infrastructure contractor and service provider. From May 2005 to October 2007, Mr. Lamson was the Chief Financial Officer of Davis Electric, Inc., an electrical construction company based in Sacramento.

~~There~~In ~~are~~the nopast, ~~familial~~when ~~relationships~~the ~~among~~market ~~any~~price of ~~our directors or officers. None of our directors or officers is~~ a ~~director~~stock inhas ~~any~~been ~~other~~volatile, ~~U.S.~~holders ~~reporting~~of ~~companies.~~that ~~None~~stock ofhave ~~our~~often ~~directors~~initiated orsecurities ~~officers~~class ~~has~~action ~~been~~litigation ~~affiliated~~against ~~with~~the ~~any~~ company that ~~has~~issued ~~filed for bankruptcy within~~ the ~~last ten years~~stock. ~~The~~If ~~Company is not aware of~~ any ~~proceedings to which any~~ of ~~the~~our ~~Company’s~~stockholders ~~officers~~brought ora ~~directors,~~lawsuit oragainst ~~any associate of any such officer or director~~us, iswe awould ~~party~~likely ~~adverse~~incur tosubstantial ~~the~~costs ~~Company~~defending ~~or any of~~ the ~~Company’s~~lawsuit. ~~subsidiaries~~The orlawsuit ~~has~~could aalso ~~material~~divert ~~interest~~the ~~adverse~~time toand itattention orfrom ~~any~~our ofbusiness ~~its subsidiaries~~plan.

~~Each~~Sales ~~director~~ of ~~the~~our ~~Company~~currently ~~serves~~issued ~~for~~and aoutstanding ~~term~~stock ofmay ~~one~~become ~~year~~freely ortradable ~~until~~pursuant ~~the~~to ~~successor~~Rule is144 ~~elected at the Company's annual shareholders' meeting~~ and ismay ~~qualified,~~dilute ~~subject to removal by~~ the ~~Company's~~market ~~shareholders. Each officer serves, at the pleasure of the board of directors,~~ for ayour ~~term~~shares ~~of one year~~ and ~~until~~have ~~the~~a ~~successor~~depressive iseffect ~~elected~~on at the ~~annual~~price ~~meeting~~ of the ~~board~~shares of ~~directors~~our ~~and~~common ~~is qualified~~stock.

~~Each~~A substantial majority of the ~~directors~~outstanding shares of common stock are ~~entitled~~“restricted tosecurities” ~~indemnification~~within ~~from~~the meaning of Rule 144 under the ~~Company~~Securities ~~for~~Act ~~any~~of ~~threatened~~1933, ~~pending~~as oramended ~~completed~~(the ~~action,~~“Securities ~~suit,~~Act”) ~~arbitration~~(“Rule or144”). ~~proceeding~~As restricted shares, orthese ~~any~~shares ~~inquiry~~may orbe ~~investigation,~~resold ~~whether~~only ~~brought~~pursuant ~~against,~~to byan effective registration statement or inunder the ~~right~~requirements of ~~the~~Rule ~~Company~~144 or ~~any~~other ofapplicable ~~its~~exemptions ~~subsidiaries,~~from orregistration ~~otherwise~~under the Securities Act and as required under applicable state securities laws. ~~Pursuant~~Rule to144 ~~the~~provides ~~terms~~in ofessence ~~the~~that ~~indemnification~~one ~~agreements,~~year ~~each~~following ~~director~~a iscompany ~~entitled~~ceasing to ~~all~~be ~~fees~~a shell and ~~expenses~~filing inForm ~~connection~~10 information with ~~any~~the ~~such~~SEC ~~action~~to orthat ~~proceeding.~~effect, Wea donon-affiliate ~~not~~who ~~have~~has toheld ~~pay~~restricted ~~all~~securities ~~their~~for ~~fees~~a ~~and~~period ~~expenses~~of ifat itleast ~~relates~~six tomonths amay ~~cause~~sell their shares of ~~action~~common instock. ~~which~~Under aRule ~~final~~144, ~~non-appealable~~affiliates ~~judgment~~who orhave ~~other~~held ~~final~~restricted ~~adjudication~~securities ~~adverse~~for toa ~~the~~period ~~director~~of ~~has~~at ~~established:~~least ~~(i)~~six ~~that~~months ~~his~~may, ~~acts~~under ~~were~~certain ~~committed~~conditions, sell every three months, in ~~bad~~brokerage ~~faith~~transactions, ora ~~were~~number of shares that does not exceed the ~~result~~greater of ~~active~~1% ~~and deliberate~~of ~~dishonesty,~~a orcompany’s heoutstanding ~~gained~~shares ~~any~~of ~~financial~~common ~~profit~~stock or ~~other~~the ~~advantage~~average weekly trading volume during the four calendar weeks prior to ~~which~~the hesale ~~was~~(the four calendar week rule does not ~~legally~~apply ~~entitled;~~to ~~(ii)~~companies ~~that~~quoted on the ~~director~~OTCQB). inPursuant ~~fact~~to ~~made~~Rule ~~profits~~144, shareholders must wait at least one year from the ~~purchase~~date orof ~~sale~~the filing of ~~securities~~our March 12, 2013 Form 8-K to avail themselves of ~~the~~Rule ~~Company~~144 ~~within~~unless we file a registration statement for the ~~meaning~~sale of ~~Section~~such 16shares ofprior thereto. A sale under Rule 144 or under any other exemption from the Securities ~~Exchange~~ Act, ofif ~~1934~~available, or ~~similar~~pursuant ~~provisions~~to subsequent registrations of ~~any~~our ~~state;~~shares orof ~~(iii)~~common ~~that~~stock, ~~payment~~may byhave a depressive effect upon the ~~Company~~price isof ~~not~~our ~~permitted~~shares byof ~~applicable~~common ~~law~~stock in any active market that may develop.

~~Section~~Because ~~16(~~we were once a) ~~Beneficial~~“Shell ~~Ownership~~Company,” ~~Reporting~~if ~~Compliance~~we ever become delinquent with the filing of our reports, Rule 144 will no longer be available until and unless we become current.

~~Section~~Rule ~~16(a)~~144 ofprovides, ~~the~~as ~~Securities~~indicated ~~Exchange~~above, ~~Act~~that sales of ~~1934~~securities ~~requires~~of ~~officers~~a ~~and~~former ~~directors~~shell ofcompany may only be made once the ~~Company~~applicable ~~and~~waiting ~~persons~~period ~~who~~has ~~own~~terminated ~~more~~and ~~than~~only ~~ten~~if ~~percent~~appropriate ofcurrent ainformation ~~registered~~is ~~class~~available ofby the ~~Company's~~company, ~~equity~~and ~~securities~~that toit ~~file~~has filed all relevant periodic reports ofthat ~~ownership~~it ~~and~~is ~~changes~~required into ~~their~~file. ~~ownership~~If ~~with~~we ~~the~~become ~~Securities~~delinquent ~~and~~with ~~Exchange~~our ~~Commission~~SEC reports, ~~and~~any ~~forward~~holders ~~copies~~ of ~~such~~restricted ~~filings~~securities towill ~~the~~no ~~Company.~~longer Webe ~~believe~~able to sell until, ~~based~~if ~~solely~~ever, onthe ~~our~~company ~~review~~becomes ofcurrent. ~~the~~No ~~copies~~assurance ofcan ~~such~~be ~~forms,~~made that ~~during~~ the ~~fiscal~~Company ~~year~~will ~~ended~~be ~~March~~able ~~31,~~to ~~2011,~~remain ~~all~~current ~~reporting~~with ~~persons~~its ~~complied~~reports ~~with~~given ~~all~~the ~~applicable~~costs ~~Section~~of ~~16(a)~~an ~~filing~~international ~~requirements~~audit and difficulty in raising capital.

16 14 Item 1B. Unresolved Staff Comments

~~Auditors~~None.

ZSItem ~~Consulting Group, LLP, an independent registered public accounting firm, is our auditor~~2. Properties

WeAs doof ~~not~~May ~~currently~~21, ~~have~~2013, awe ~~Code~~relocated ofour ~~Ethics~~headquarters ~~applicable~~and principal executive offices to ~~our~~Wilhelmshoeher ~~principal~~Allee ~~executive~~273A, ~~financial~~Kassel, Germany, 34131, and ~~accounting~~our ~~officers~~new phone number is 800-882-1683. Those Weoffices, doconsisting ~~not~~of ~~have~~1,722 square feet, are subleased to us by a ~~“financial~~related ~~expert”~~party, Opsolution GmbH, with an initial term of one year expiring on ~~the~~April ~~board~~3, or2013 an(and ~~audit~~thereafter ~~committee~~month-to-month), orunless ~~nominating~~terminated ~~committee~~with 60 days advance notice by either party to the other prior to such time.

~~Potential~~Item ~~Conflicts~~3. ofLegal ~~Interest~~Proceedings

~~Since~~There weare dono ~~not~~pending ~~have~~legal anproceedings ~~audit~~to orwhich ~~compensation~~we ~~committee comprised of independent directors, the functions that would have been performed by such committees~~ are ~~performed~~a byparty ~~our~~or ~~directors.~~in ~~The~~which ~~Board~~any ~~of Directors has not established an audit committee and does not have an audit committee financial expert~~director, ~~nor~~officer ~~has~~or ~~the~~affiliate ~~Board established a nominating committee. The Board is~~ of the ~~opinion that such committees are not necessary since the~~ Company ~~has only two directors~~, ~~and~~any toowner ~~date,~~of ~~such~~record ~~directors~~or ~~have~~beneficially ~~been~~of ~~performing~~more ~~the~~than ~~functions~~5% of ~~such~~any ~~committees.~~class ~~Thus, there is a potential conflict~~ of ~~interest~~our invoting ~~that~~securities, ~~our~~or ~~directors~~security ~~and~~holder ~~officers~~is ~~have~~a ~~the~~party ~~authority~~adverse to ~~determine~~the ~~issues~~Company ~~concerning~~or ~~management~~has ~~compensation,~~a ~~nominations, and~~material ~~audit~~interest ~~issues~~adverse ~~that~~to ~~may affect management decisions~~us. WeOur ~~are~~property is not ~~aware~~the ofsubject ~~any other conflicts~~ of ~~interest with~~ any ofpending ~~our~~legal ~~executive officers or directors~~proceedings.

However, on June 25, 2013, the SEC announced the suspension, pursuant to Section 12(k) of the Exchange Act, of trading in the securities of the Company, commencing at 9:30 a.m. EDT on June 25, 2013, and terminating at 11:59 p.m. EDT on July 9, 2013. The Commission suspended trading in the securities of the Company “due to a lack of current and accurate information concerning the securities of Biozoom because of concern that [sic] certain Biozoom affiliates and shareholders may have unjustifiably relied upon Rule 144 of the Securities Act of 1933 (‘Securities Act’) and they, Biozoom, and others may be engaged in an unlawful distribution of securities through the OTCBB.” Since the closing of the Opsolution Acquisition on February 28, 2013, to the best of the Company’s knowledge, none of the Company’s current officers and directors have sold Company securities through the OTCBB or relied upon Rule 144 or any other exemption from registration for resale of securities, and the Company’s attorneys have not issued any opinion letters regarding the resale of securities. The Company is currently investigating whether any other Company affiliates and shareholders have unjustifiably relied upon Rule 144 of the Securities Act. While the Company intends to work diligently to resolve any issues with the SEC, there can be no assurance that the SEC or other regulators or third parties will not take further regulatory or legal action against the Company. Any such action, and lack of investor confidence, would have a material adverse effect on the Company, and the liquidity and price of our securities.

~~Involvement~~Item in4. ~~Certain~~Removed ~~Legal~~and ~~Proceedings~~Reserved

~~There~~PART are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.II

~~Summary~~Market ~~Compensation~~Information

~~SUMMARY~~Trading ~~COMPENSATION~~in ~~TABLE~~our common stock as of June 28, 2013 is currently suspended, and our common stock is only eligible to be traded on the over-the-counter “Grey Market” under the ticker symbol “BIZM.” As of March 31, 2013, there was no established trading market for our common stock. The Company’s transfer agent is Manhattan Transfer Registrar Co. with an address of 57 Eastwood Road, Miller Place, New York, 17764.

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)
Jeff Lamson(1)	2012		0		0		0		0		0		0		0			0
	2011		0		0		0		0		0		0		0			0
David Lubin(2)	2012		0		0		0		0		0		0		0			0
	2011		0		0		0		0		0		0		5,300	(3)		5,300

Holders

~~(1) Mr.~~As ~~Lamson~~of ~~has~~March ~~been~~31, ~~serving~~2013, asthere ~~our~~were ~~Director~~59,730,000 ~~President~~common shares issued and ~~Chief~~outstanding, ~~Executive~~which ~~Officer~~were ~~since~~held ~~October~~by 1116 stockholders of record, ~~2011~~which does not include shareholders whose shares are held in street or nominee name.

~~(2) Mr. Lubin previously served as our Secretary and a Director since our inception on June 15, 2007 and our Treasurer and Chief Financial Officer until October 11, 2011.~~Dividends

~~(3)~~We ~~Represents~~have ~~fees~~never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the ~~law~~future ~~firm~~will be at the discretion of ~~David~~our ~~Lubin~~Board &of ~~Associates~~Directors and will depend upon our earnings levels, ~~PLLC~~capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

17Equity Compensation Plans

~~Since~~We ~~our~~do ~~incorporation~~not onhave ~~June 15, 2007, no stock options or stock appreciation rights were granted to~~ any ofequity ~~our~~compensation directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them hold unexercised stock options. We have no long-term incentive plans.

~~Outstanding~~Recent ~~Equity~~Sales ~~Awards~~of Unregistered Securities; Use of Proceeds from Registered Securities

~~Since~~On ~~our incorporation on~~ June 15, 2007, nowe ~~stock~~issued ~~options~~an oraggregate ~~stock~~of ~~appreciation~~39,600,000 ~~rights~~shares ~~were~~of ~~granted~~our tocommon ~~any~~stock ofto our officers and directors orfor ~~executive~~the ~~officers,~~total ~~none~~consideration of ~~our~~$5,100. ~~directors~~These orissuances ~~executive~~were ~~officers~~made ~~exercised~~pursuant ~~any~~to ~~stock~~the ~~options~~exemption orfrom ~~stock~~the ~~appreciation~~registration ~~rights,~~requirements ~~and none~~ of ~~them~~the ~~hold~~Securities ~~unexercised~~Act ~~stock~~provided ~~options.~~by WeSection ~~have~~4(2) noof ~~long-term~~the ~~incentive~~Securities ~~plans~~Act.

~~Item~~In 12October 2007, the Company sold 20,130,000 shares of common stock to private investors at $. ~~Security~~003 ~~Ownership~~per share for gross proceeds of ~~Certain~~$61,000. ~~Beneficial~~The ~~Owners~~sale ~~and~~of ~~Management~~the shares represents 33.7% of the Company’s issued and ~~Related~~outstanding ~~Stockholder~~shares ~~Matters~~of common stock.

~~The~~On ~~following table lists, as of~~ June 530, ~~2011~~2009, the ~~number~~board of ~~shares~~directors ofapproved ~~common~~the ~~stock~~implementation of ~~our~~a ~~Company~~33:1 ~~that~~forward ~~are~~stock ~~beneficially~~split ~~owned~~without bycorrespondingly ~~(i)~~increasing ~~each person or entity known to our Company to be~~ the ~~beneficial~~authorized ~~owner~~shares of ~~more than 5% of the outstanding~~ common stock~~; (ii) each officer and director of our Company; and (iii) all officers and directors as a group~~. ~~Information~~The ~~relating~~effective todate ~~beneficial ownership~~ of ~~common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under~~ the ~~rules~~forward ofsplit ~~the~~was ~~Securities~~July ~~and~~21, ~~Exchange Commission. Under these rules~~2009, aand ~~person~~as ~~is deemed to be~~ a ~~beneficial~~result ~~owner~~ of athe ~~security~~forward ~~if that person has or shares voting power~~split, ~~which includes~~ the ~~power~~Company tohad ~~vote or direct the voting of the security~~59, ~~or investment power~~730,000 ~~which~~shares ~~includes the power to vote or direct the voting~~ of ~~the~~common ~~security.~~stock ~~The~~issued ~~person~~and ~~is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days~~outstanding. ~~Under~~All ~~the~~share ~~Securities~~ and ~~Exchange~~per ~~Commission~~share ~~rules,~~information ~~more~~have ~~than~~been ~~one~~retroactively ~~person~~restated ~~may be deemed~~ to bereflect athis ~~beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest~~recapitalization. ~~Except as noted below, each person has sole voting and investment power.~~

~~The~~Effective ~~percentages~~as ~~below~~of ~~are~~February ~~calculated~~28, ~~based~~2013, onas 59part of the Opsolution Acquisition,~~730~~ the Company issued a total of 39,000,000 shares of ~~our~~its common stock ~~issued~~to ~~and~~shareholders ~~outstanding~~of the Opsolution Sellers as partial consideration for the Opsolution Sellers’ assignment and transfer of ~~June~~tangible 5,and ~~2012.~~intangible Weproperty doto ~~not~~the ~~have~~Company ~~any~~as ~~outstanding~~described ~~options~~herein (see Part 1, ~~warrants~~Item or1, ~~other~~“Opsolution ~~securities~~Asset ~~exercisable~~Acquisition” ~~for~~section orherein) ~~convertible~~as ~~into~~follows: 17,635,800 shares of ~~our~~Common ~~common~~Stock ~~stock.~~to ~~Unless~~HHBV ~~otherwise indicated~~GmbH, ~~the~~a ~~address~~German ofcompany; ~~each~~17,635,800 ~~person~~shares ~~listed~~of isCommon ~~c/o~~Stock ~~Entertainment~~to ~~Art~~K-investments, ~~Inc.~~GmbH, ~~2679~~a ~~Aberdeen~~German ~~Lane~~company; 1,778,400 Elshares ~~Dorado~~of ~~Hills~~Common Stock to QG Capital Ltd.; and 1,950,000 CAshares ~~95762~~of Common Stock to Juergen Lademann.

18Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership	Percent of Class
Medford Financial Ltd. 35 Barack Road, Belize City, Beliz	Common	39,600,000	66.3%
Jeff Lamson	Common	0	0%
David Lubin	Common	0	0%
Tyrone Lamb	Common	0	0%
Directors and Officers as a Group (2 persons)	Common	0	0%

We have not repurchased any shares of our common stock during the fiscal year ended March 31, 2013 or March 31, 2012. However, effective as of February 28, 2013, as part of the Opsolution Acquisition, Le Mond Capital Ltd. returned to the Company for cancellation 39,000,000 shares of its common stock, retaining 600,000 shares.

Item 136. ~~Certain~~Selected ~~Relationships~~Financial ~~and Related Transactions, and Director Independence~~Data

OnThe ~~June 16~~Company, ~~2007,~~as ~~we issued 13,200,000 shares of our common stock to Mr. Koegel, the former President and~~ a ~~director~~smaller ofreporting ~~the~~company ~~Company.~~(as ~~These~~defined ~~shares~~by ~~were~~Rule ~~issued in exchange for $1,700. The shares were issued under Section 4(~~12b-2) of the ~~Securities~~Exchange Act ~~of 1933~~), asis ~~amended.~~not ~~Mr.~~required ~~Koegel~~to ~~was~~furnish ainformation ~~former~~required ~~officer~~by ~~and~~this ~~director of the Company~~item.

~~During~~Item ~~the~~7. ~~period~~Management’s ~~from~~Discussion ~~June~~and ~~15,~~Analysis ~~2007 (inception) to March 31, 2008, our board~~ of ~~directors~~Financial ~~agreed~~Condition toand ~~compensate~~Results ~~Mr. Koegel in the amount~~ of ~~$5,000 in consideration for services rendered to the Company as a consultant.~~Operations

OnThe ~~June~~information ~~16,~~and ~~2007,~~financial wedata ~~issued~~discussed ~~13,200,000~~below ~~shares~~is ofderived ~~our~~from ~~common~~the ~~stock~~audited toconsolidated Mrfinancial statements of Biozoom Inc. ~~David~~for ~~Lubin,~~its ~~our~~periods ~~Secretary~~ended ~~and~~March a31, ~~director~~2013 ofand ~~the~~March ~~Company~~31, 2012. ~~These~~The ~~shares~~consolidated financial statements were ~~issued~~prepared and presented in ~~exchange~~accordance ~~for~~with ~~$1,700~~generally accepted accounting principles in the United States. The ~~shares~~information ~~were~~and ~~issued~~financial ~~under~~data ~~Section~~discussed ~~4(2)~~below ofis only a summary and should be read in conjunction with the ~~Securities~~historical ~~Act~~financial statements and related notes of ~~1933~~Biozoom, ~~as amended~~Inc. Mrcontained elsewhere in this Report. ~~Lubin~~The isfinancial anstatements ~~officer~~contained ~~and~~elsewhere ~~director~~in ofthis ~~the~~Report ~~Company~~fully represent Biozoom, Inc.’s financial condition and ~~had~~operations; ~~access~~however, tothey ~~all~~are not indicative of ~~the~~our ~~information~~future ~~which~~performance. ~~would~~See be“Cautionary ~~required~~Note toRegarding beForward ~~included~~Looking inStatements” above for a ~~registration~~discussion ~~statement,~~of forward-looking statements and the ~~transaction~~significance ~~did~~of ~~not~~such ~~involve~~statements ain ~~public~~the ~~offering~~context of this Report.

OnThis ~~June~~discussion ~~16,~~contains ~~2007,~~forward-looking westatements ~~issued~~reflecting ~~13,200,000 shares of~~ our ~~common~~current ~~stock~~expectations tothat ~~Mr.~~involve ~~Ian~~risks ~~Beiss, who was our treasurer~~ and auncertainties. ~~director~~Actual ~~until~~results ~~May~~may ~~2009.~~differ ~~These~~materially ~~shares~~from ~~were~~those ~~issued~~discussed in ~~exchange~~these ~~for~~forward-looking ~~$1,700.~~statements ~~The~~due ~~shares~~to ~~were~~a ~~issued~~number ~~under Section 4(2)~~ of ~~the Securities Act of 1933~~factors, asincluding ~~amended.~~those ~~Mr.~~set ~~Beiss~~forth ~~was~~in ~~an officer and director of~~ the ~~Company~~section ~~and~~entitled ~~had~~“Risk ~~access~~Factors” ~~to all of the information which would be required to be included in a registration statement,~~ and ~~the~~elsewhere ~~transaction did not involve a public offering~~herein.

~~Kingswell~~Overview Trading, an affiliate of Messrs. Koegel and Beiss, was paid an aggregate of $9,000 in consulting fees in consideration for services rendered as a consultant to the Company during the year ended March 31, 2008.

InWe ~~2007,~~are wea ~~have~~Nevada-organized ~~retained~~company ~~the~~holding ~~services~~certain ofpatents ~~the~~and ~~law~~licenses ~~firm~~to oftechnology ~~David Lubin & Associates, PLLC, where Mr. Lubin is the sole member,~~ in ~~connection with~~ the ~~preparation~~field of ~~the~~devices ~~Registration~~that ~~Statement~~use ~~relating~~spectroscopy ~~the~~to ~~offering~~detect ~~described~~and inmeasure ~~this~~substances ~~prospectus.~~within ~~As of March 31, 2008,~~ the ~~Company~~body ~~owed~~or ~~the~~other ~~law~~biological ~~firm of David Lubin & Associates, PLLC, a total of $10,000, of which the Company paid $5,000 on June 20, 2008~~substances. ~~The~~We ~~Company~~are also ~~reimbursed~~developing ~~the~~and ~~law~~acquiring ~~firm~~additional oftechnologies ~~David~~from ~~Lubin~~time ~~& Associates, PLLC approximately $1,000 for the expenses associated with start up organizational activities. We owed $25,000 in legal fees as of March 31, 2009~~ to ~~David Lubin & Associates, of which $22,500 were paid in May 2009~~time.

~~During~~ 15 Results ~~the year ended March 31, 2010, the Company paid $6,042 in legal fees to David Lubin & Associates, PLLC, a law firm founded by David Lubin, an officer and director~~ of ~~the Company.~~Operations

~~During~~Year ~~the~~Ended ~~year ended~~ March 31, ~~2012,~~2013 ~~the~~Compared ~~Company extinguished debt in the amount of $32,249 which consisted of board fees due~~ to ~~Mr.~~Year ~~Koegel~~Ended ~~and~~March ~~legal fees and interest to David Lubin & Associates~~31, ~~PLLC, a law firm founded by David Lubin who was a former director of the Company.~~2012

19The following table sets forth, for the periods indicated, data derived from our statements of operations:

In May 2009, Messrs. Koegel, Beiss and Lubin sold their shares in the company to Medford Financial Ltd., a Belize corporation, for an aggregate of $120,000.

		For the Years Ended
		31/03/2013		31/03/2012		Change

Revenues	$	-	$	-	$	-

Operating expenses:
Consulting fees		234		-		234
Professional fees		114,997		18,418		96,579
Research and development		100,000		-		100,000

Other selling, general and administrative		8,648		7,298		1,350
Total operating expenses		223,879		25,716		198,163

Loss from operations		(223,879)		(25,716)		(198,163)

Other income (expense):
Extinguishment of debt		88,533		32,249		56,284
Interest expense		(1,361)		(5,156)		3,795
Total other (income) expense		87,172		27,093		60,079

Net income (loss)	$	(136,707)	$	1,377	$	(138,084)

~~Our directors are entitled to indemnification pursuant to indemnification agreements dated as of March 1, 2012.~~Revenues

AsWe ofrecorded ~~March~~no ~~31,~~commercial ~~2012,~~revenues for the ~~Company~~years ~~owed~~ended ~~$6,500~~March ~~to Jeff Lamson~~31, ~~our~~2013 ~~principal executive officer~~ and aMarch ~~director.~~31, ~~Said principal sums accrue interest at the rate of 5% and are due and payable on demand~~2012.

~~Director~~General ~~Independence~~and Administrative Expenses

WeConsulting, ~~are~~professional ~~not~~and ~~subject~~other toselling, ~~listing~~general ~~requirements~~and ofadministrative ~~any~~expenses ~~national~~increased ~~securities~~for ~~exchange~~the oryear ~~national~~ended ~~securities~~March ~~association and~~31, as2013 aover ~~result~~the year ended March 31, we2012 ~~are~~due ~~not~~to atincreased ~~this~~accounting ~~time~~and ~~required~~consulting tofees. ~~have~~Research ~~our~~and ~~board~~development ~~comprised~~increased of$100,000 afor ~~majority~~the ofyear ~~“independent~~ended ~~directors.”~~March We31, do2013 ~~not~~over ~~believe~~year ~~that~~ended ~~any~~March of31, ~~our~~2012 ~~directors~~due ~~currently~~to ~~meet~~our ~~the~~joint ~~definition~~venture ofagreement ~~“independent”~~with asOpsolution ~~promulgated~~GmbH. byOther ~~the~~income ~~rules~~(expense) ~~and~~increased ~~regulations~~due to extinguishment of ~~the~~debt ~~American~~of ~~Stock~~notes ~~Exchange~~payable.

~~Item 14. Principal Accounting Fees and Services~~16

The following tables set forth key components of our balance sheet as of March 31, 2013 and March 31, 2012.

Our principal independent accountant is ZS Consulting Group, LLP. Their pre-approved fees billed to the Company are set forth below:


		3/31/2013		3/31/2012		Change

Current Assets	$	1,006,340	$	2,944	$	1,003,396
Property and equipment		21,492		-		21,492
Investments		28,137		-		28,137
Intangibles		204,305		-		204,305
Total Assets		1,260,274		2,944		1,257,330
Current Liabilities		126,732		87,891		38,841
Total Liabilities		126,732		87,891		38,841
Stockholders Equity (Deficit)		1,133,542		(84,947)		1,218,489
Total Liabilities and Deficit	$	1,260,274	$	2,944	$	1,257,330

	For Fiscal Year Ended March 31, 2012		For Fiscal Year Ended March 31, 2011
Audit Fees	$	3,500	$	11,500
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

As of March 31, 2013, current assets increased $1,003,396 from March 31, 2012 due to an increase in cash related to the issuance of 1,150,000 shares of our newly designated 7% Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”) at a purchase price of $1.00 per share, or $1,150,000 total. Non-current assets increased due to the increase of property and equipment of $21,492, net of depreciation, an increase in investments of $28,137 and an increase in intangibles of $204,305, net of amortization as a result of the purchase of the Opsolution Entities’ assets. As of March 31, 2013, current liabilities increased by $38,841 from March 31, 2012 due to an increase of accrued legal fees.

AsLiquidity ofand ~~March~~Capital 31, 2012, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.Resources

20We have financed our operations primarily through sales of the Company’s common and preferred stock and the issuance of Convertible Promissory Notes.

~~PART~~The IVfollowing tables sets forth selected cash flow information for the periods indicated:

Item 15. Exhibits. Financial Statement Schedules

		For the Years Ended
		31/03/2013		31/03/2012

Cash used in operating activities	$	(287,604)	$	(6,469)
Cash provided by financing activities		1,258,500		9,400

Net increase in cash	$	970,896	$	2,931

Exhibit		Description
3.1		Articles of Incorporation of Registrant (filed as Exhibit 3.1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 18, 2008, file no. 333-152404)
3.2		By-Laws of Registrant (filed as Exhibit 3.2 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 18, 2008, file no. 333-152404)
3.3		Form of Stock Certificate (filed as Exhibit 3.3 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 18, 2008, file no. 333-152404)
4.1		Promissory Note dated August 7, 2009 made by Entertainment Art, Inc. in favor of Camal Group SA.(filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010)
4.2		Promissory Note dated October 31, 2009 made by Entertainment Art, Inc. in favor of Camal Group SA. (filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 16, 2010)
4.3		Promissory Note dated April 19, 2010 made by Entertainment Art, Inc. in favor of Camal Group SA. (filed as Exhibit 4.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 18, 2010)
4.4		Promissory Note dated July 30, 2010 made by Entertainment Art, Inc. in favor of Camal Group SA. (filed as Exhibit 4.4 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2010)
4.5		Promissory Note dated August 3, 2011 made by Entertainment Art, Inc. in favor of MBN Consulting, LLC.
4.6		Promissory Note dated October 10, 2011 made by Entertainment Art, Inc. in favor of MBN Consulting, LLC.
4.7		Promissory Note dated March 30, 2012 made by Entertainment Art, Inc. in favor of MBN Consulting, LLC.
10.1		Indemnification Agreement dated as of March 1, 2012 between Entertainment Art, Inc. and Jeff Lamson.
10.2		Indemnification Agreement dated March, 1 2012 between Entertainment Art, Inc. and Tyrone Lamb.
31.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.1		Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002).
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley.
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley.

Series A Preferred Stock Financing

To facilitate the joint venture and our operations after the Acquisition, we have entered into a Series A Preferred Stock Securities Purchase Agreement (*the ~~move~~“Preferred 4Stock Purchase Agreement”), pursuant to which we sold 1,150,000 shares of our newly designated 7% Series A Preferred Stock, par value $0.5001 –per 4share (the “Series A Preferred”) at a purchase price of $1.700 ~~above~~per share, or $1,150,000 total. The Preferred Stock Purchase Agreement provides for the sale to ~~put~~one or more purchasers of up to an additional $850,000 in ~~order~~two *)tranches, presuming that certain conditions are met as follows:

21· (a) $425,000 (425,000 shares of Series A Preferred Stock) only upon the bona-fide sale by the Company or its subsidiaries, or manufacturing of finished goods of an amount greater than $500,000US to a third party purchaser, and

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

· (b) $425,000 (425,000 of Series A Preferred Stock) upon rollout of a robust retail web portal that can support the general public and a minimum of 200 retail customers for use for development or acquisition of additional intellectual property, prototype development.

**While ~~XBRL~~the ~~(Extensible~~Company ~~Business~~has ~~Reporting~~closed ~~Language)~~upon ~~information~~the isfirst ~~furnished~~$1,150,000, ~~and~~no ~~not~~assurance ~~filed~~can orbe amade ~~part~~that ofwe awill ~~registration~~meet ~~statement~~all orthe ~~prospectus~~conditions ~~for~~to ~~purposes~~close ofupon ~~Sections 11 or 12 of~~ the ~~Securities~~remaining ~~Act~~financing ~~of 1933~~amount, ~~as amended~~or, isthat ~~deemed~~even ~~not~~if ~~filed~~we ~~for~~do ~~purposes~~meet ofsaid ~~Section 18~~conditions, ofthat the ~~Securities~~purchasers ~~Exchange~~will ~~Act~~be ofable ~~1934, as amended, and otherwise is not subject~~ to ~~liability~~invest ~~under~~at ~~these~~such ~~sections~~times.

22The salient terms of the Series A Preferred Stock, as set forth in the Company’s Certificate of Designation, provide for:

~~SIGNATURES~~· a 7% preferred dividend, to be payable quarterly, at the rate per annum of $0.07 per share (i.e. $0.0175 per quarter), and, to continue to accrue to the extent not paid;

In· ~~accordance~~a ~~with~~liquidation ~~Section~~preference 13of or1.25% ~~15(d)~~ of the ~~Exchange~~purchase ~~Act,~~price for the ~~registrant~~Series ~~caused~~A ~~this~~Preferred ~~report~~Stock tooutstanding, beplus ~~signed~~accrued onand ~~its~~unpaid ~~behalf by the undersigned~~dividends, ~~thereunto duly authorized.~~

	ENTERTAINMENT ART, INC.
Date: June __, 2012	By:	/s/ Jeff Lamson
		Jeff Lamson
		President, Chief Executive Officer,
		Chairman, and Director
		(Principal Executive Officer)
		Treasurer, Secretary and Director
		(Principal Financial & Accounting Officer)

· the ability of the Series A Preferred Stock holders to elect a director designee to the Company, which director may only be removed or replaced by the majority of the Series A Preferred Stock,

In· ~~accordance with~~ the ~~Exchange~~right ~~Act,~~to ~~this~~veto ~~report~~certain ~~has~~major ~~been~~corporate ~~signed~~actions, ~~below~~as byare ~~the~~customary ~~following~~with ~~persons~~preferred onstock ~~behalf~~offerings, ~~of the registrant and in the capacities and on the dates indicated.~~

Date:	Signature:	Name:	Title:
June __, 2012	/s/ Jeff Lamson	Jeff Lamson	President, Chief Executive Officer, Chairman and Director,
			Treasurer, Secretary

· the right to vote on a one to one basis with common stock holders on all matters, as well as to vote separately as a class on all matters that adversely affect such Series A Preferred Stock holders as well as certain other matters.

2317

In addition, each share of Series A Preferred Stock is convertible into 7.5 shares of our common stock (i.e. a conversion price of $0.133333 per share), subject to adjustments for stock split or certain corporate events or dilutive issuances. Initially, the 1,150,000 shares are convertible, therefore, into 8,625,000 shares of our Common Stock, or, approximately 12% of the Company. In the event that we sell all 2,000,000 shares of Series A Preferred Stock, which is convertible into, initially, 15,000,000 shares of our Common Stock, or, approximately 20% of our company as of the date hereof, subject to adjustment for stock splits, dividends etc.

The foregoing description of the Series A Preferred Stock and the Preferred Stock Purchase Agreement are qualified in their entirety by reference to the provisions of the actual Series A Preferred Stock Purchase Agreement, incorporated by reference in Exhibit 10.7 to this Report, and the Certificate of Designations, to the Articles of Incorporation of the Company, incorporated by reference in Exhibit 3.1 to this Report, both of which are incorporated by reference herein.

Going Concern Consideration

We are a development stage company and have not commenced planned principal operations. We had no revenues and have incurred a cumulative loss of $287,754 for the period June 15, 2007 (inception) to March 31, 2013. In addition, the Company expects its current cash to only fund operations for six months. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

We are attempting to address our lack of liquidity by borrowing from its officers and directors or by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that we will be able to raise the additional funds it requires.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

Our financial statements are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.

Property; Leases

We currently maintain our corporate offices at Wilhelmshoer Allee 273A, Kassel, Germany, 34131. Our telephone number is 800-882-1683. We believe that our current office space is adequate for the foreseeable future.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this item.

Item 8. Financial Statements

Consolidated Balance Sheets

F-2

Consolidated Statements of Operations

F-3

Consolidated Statements of Stockholders' Equity/(Deficit)

F-4

Consolidated Statements of Cash Flows

F-5

Notes to Consolidated Financial Statements

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Biozoom, Inc.
Kassel, Germany

We have audited the accompanying consolidated balance sheets of Biozoom, Inc. as of March 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2013 and from June 15, 2007 (Inception) to March 31, 2013. Biozoom, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Biozoom, Inc. as of March 31, 2013 and 2012, and the results of its consolidated operations and cash flows for each of the years in the two-year period ended March 31, 2013 and from June 15, 2007 (Inception) to March 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in development stage with limited operations and resources, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Melville, NY

June 25, 2013

F-1

BIOZOOM, INC.

(Formerly Entertainment Art Inc.)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS


ASSETS
		March 31, 2013		March 31, 2012
CURRENT ASSETS
Cash	$	973,840	$	2,944
Prepaid Expenses		32,500		-
Total Current Assets		1,006,340		2,944

NON-CURRENT ASSETS
Investments		28,137		-
Property and Equipment, net		21,492		-
Intangibles, net		204,305		-
Total Non-Current Assets		253,934		-

TOTAL ASSETS	$	1,260,274	$	2,944


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accrued Liabilities	$	124,232	$	15,491
Loan Payable - Related Parties		-		6,500
Note Payable		2,500		65,900
Total Current Liabilities		126,732		87,891

TOTAL LIABILITIES		126,732		87,891

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value
10,000,000 shares authorized, 1,150,000 issued and
outstanding as of March 31, 2013 and 0 shares issued as
of March 31, 2012		1,150		-

Common Stock, $.001 par value
100,000,000 shares authorized, 59,730,000 shares issued and
outstanding as of March 31, 2013 and March 31, 2012		59,730		59,730

Additional paid-in capital		1,360,416		6,370
Deficit accumulated during the development stage		(287,754)		(151,047)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		1,133,542		(84,947)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,260,274	$	2,944

The accompanying notes are an integral part of these financial statements

F-2

BIOZOOM, INC.

(Formerly Entertainment Art Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year ended March 31, 2013		Year ended March 31, 2012		Cumulative results from inception
		Year ended March 31, 2013		Year ended March 31, 2012		(Jun 15, 2007) to March 31, 2013
REVENUE
Sales-Net	$	-	$	-	$	1,500
Total Revenue		-		-		-

EXPENSES
Cost of sales		-		-		1,500
Rent		-		-		13,000
Consulting Fees		234		-		9,234
Professional Fees		114,997		18,418		210,250
Research and Development		100,000		-		100,000
Other Selling, General and Administrative		8,648		7,298		68,178

Total Expenses		223,879		25,716		402,162

Net Loss from Operations	$	(223,879)	$	(25,716)	$	(400,662)

Other Income (Expense)
Extinguishment of Debt		88,533		32,249		126,875
Interest Expense		(1,361)		(5,156)		(13,967)
Total Other Income (Expense)		87,172		27,093		112,908

Net Income (Loss)	$	(136,707)	$	1,377	$	(287,754)

PER SHARE DATA:
Basic and diluted loss	$	-	$	-	$	-
per common share

Weighted Average
Common Shares
outstanding		59,730,000		59,730,000		59,730,000

The accompanying notes are an integral part of these financial statements

F-3

BIOZOOM, INC.

(Formerly Entertainment Art Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFECIT)

						Deficit Accumulated
	Preferred Stock		Common Stock		Paid in	During the
	Shares	Amount	Shares	Amount	Capital	Development Stage	Total

Balance - April 1, 2011	-	-	59,730,000	$ 59,730	$ 6,370	$ (152,424)	$ (86,324)

Net Income	-	-	-	-	-	1,377	1,377

BALANCE — March 31, 2012	-	-	59,730,000	59,730	6,370	(151,047)	(84,947)

Common Shares Issued February 2013	-	-	39,000,000	39,000	166,196	-	205,196

Common Shares Canceled February 2013	-	-	(39,000,000)	(39,000)	39,000	-	-

Preferred Shares Issued March 2013	1,150,000	1,150	-	-	1,148,850	-	1,150,000

Net Loss	-	-	-	-	-	(136,707)	(136,707)

BALANCE — March 31, 2013	1,150,000	1,150	59,730,000	$ 59,730	$ 1,360,416	$ (287,754)	$ 1,133,542

The accompanying notes are an integral part of these financial statements

F-4

BIOZOOM, INC.

(Formerly Entertainment Art Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the year ended March 31, 2013		For the year ended March 31, 2012		Cumulative results from inception
		For the year ended March 31, 2013		For the year ended March 31, 2012		(Jun 15, 2007) to March 31, 2013

CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(136,707)	$	1,377	$	(255,510)
Adjustments to reconcile net income (loss) to net
Cash provided by operating activities:
Depreciation		371		-		371
Amortization of intangibles		891		-		891
Debt extinguishment		(88,533)		(32,249)		(120,782)
Changes in operating assets and liabilities
Prepaid Expenses		(32,500)		-		(32,500)
Accrued liabilities – related parties		(150,000)		(7,626)		(149,901)
Accrued liabilities		118,874		32,029		134,271
NET CASH USED IN OPERATING ACTIVITIES		(287,604)		(6,469)		(423,160)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from loans payable – related parties		-		(16,000)		6,500
Proceeds from issuance of preferred stock		1,150,000		-		1,150,000
Proceeds from issuance of notes payable		8,500		25,400		74,400
Debt issued for research and development		100,000		-		100,000
Proceeds from sale of common stock		-		-		66,100
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,258,500		9,400		1,397,000

NET INCREASE IN CASH		970,896		2,931		973,840

CASH, BEGINNING OF PERIOD		2,944		13		-

CASH, END OF PERIOD	$	973,840	$	2,944	$	973,840

Supplemental Cash Disclosure:
Noncash investing and financing activities:
Cancellation of common shares	$	39,000	$	-	$	39,000
Purchase of property with debt	$	50,000	$	-	$	50,000
Purchase of intangibles for common stock	$	205,196	$	-	$	205,196

The accompanying notes are an integral part of these financial statements

F-5

BIOZOOM, INC.

(Formerly Entertainment Art, Inc.)

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2013 AND 2012

NOTE 1 – BUSINESS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business. On March 11, 2013, Biozoom, Inc. f/k/a Entertainment Art, Inc. (the “Registrant”) filed Articles of Merger with the Nevada Secretary of State pursuant to the Nevada Revised Statutes (92A.180) to change its name from “Entertainment Art, Inc.” to “Biozoom, Inc.” (the “Name Change”). The Registrant submitted an Issuer Company-Related Action Notification Form to FINRA regarding the Name Change and changing its ticker symbol to “BIZM” (the “Symbol Change”). FINRA granted approval of the Name Change and Symbol Change effective April 1, 2013

Biozoom Inc. (formerly Entertainment Art inc.,) was incorporated on June 15, 2007 in the State of Nevada. We were initially focused on the business of designing, marketing and selling leather and other products. In October 2007, we sold 20,130,000 shares of common stock to private investors at $0.003 per share for gross proceeds of $61,000. We registered the sale of these shares, which represent 33.70% of the issued and outstanding shares of our common stock, for resale. On July 21, 2009, we implemented a 33:1 forward stock split without correspondingly increasing the authorized shares of common stock. As a result of the forward split, we have 59,730,000 shares of common stock issued and outstanding as of immediately prior to closing of the Opsolution Acquisition.

Upon completing the Acquisition on February 28, 2013, we ceased being considered a “shell” company and are now in the business of researching, developing and licensing technologies relating to the mobile remote collection of biomedical data as well as bi-lateral diagnostic communication. Specifically, we have produced, and have already began clinical trials utilizing, a handheld device that utilizes spectroscopy, the interaction between cells and radiated energy, to measure concentrations of substances in the medical and chemical industry.

Basis of Consolidation. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates and Assumptions. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations. Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. Accounts receivable are typically unsecured and are derived from revenues earned from customers located in the United States.

Recent Accounting Pronouncements. The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

Cash and Cash Equivalents. For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At times

F-6

Fair Value.
The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC), 820-10. The standard requires fair value measurements be classified and disclosed in one of three categories:

• Level 1 – financial instruments with unadjusted, quoted prices listed on active market exchanges

• Level 2 – financial instruments lacking unadjusted, quoted prices from active market exchanges. The prices are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

• Level 3 – financial instruments that are not actively traded on a market exchange, including situations where there is little, if any, market activity for the financial instruments. The prices are determined using significant unobservable inputs or valuation techniques.

All of the company’s investments are in equity securities carried at cost. The Company had $28,137 and $0 of equity securities carried at cost as of March 31, 2013 and March 31, 2012, respectively. All of these investments were deemed to be level 2 financial instruments based on the guidance of ASC 820-10.

Investments in Equity Securities Carried at Cost. Cost method investments are originally recorded at cost, the Company records dividend income when applicable dividends are declared. Dividend income from cost method investments is reported in other income (loss) in our consolidated statements of operations. The Company reviews its cost method investments quarterly to determine if impairment indicators are present; however, the Company is not required to determine the fair value of these investments unless impairment indicators exist. When impairment indicators exist, the Company uses the discounted cash flow analyses to determine the fair value. The Company estimates that the fair values of its cost method investments approximated or exceeded their carrying values as of March 31, 2013.

Property and Equipment. Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classification of property and equipment.


Description	Useful Lives
Furniture and fixtures	3-5 years
Equipment	3-5 Years

Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of the property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred.

The Company had $371 and $0 in depreciation expense for the years ended March 31, 2013 and March 31, 2012, respectively.

Intangible Assets. The Company reviews identifiable intangible assets for impairment whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable.

Intangible assets are amortized using the straight-line method with useful lives as follows:


Description	Useful Lives
Patents	15 years

Research and Development. The Company follows the policy of expensing its research and development costs in the period in which they are incurred in accordance with ASC 730. The joint venture agreement between the Company and Opsolution GmbH is to continue research and development of certain intellectual property. Upon execution of the joint venture agreement the Company is to provide funding of $100,000 toward the development by Opsolution of new prototypes. An additional $50,000 is to be paid over 8 month provided Opsolution GmbH meets certain investor and performance criteria.

Income Taxes. The Company utilizes the liability method of accounting for income taxes as set forth in ASC Topic “Accounting for Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at March 31, 2013. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the year ended March 31, 2013, the Company recognized no interest and penalties.

Loss Per Share. Basic loss per common share is computed by dividing losses attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period.

F-7

NOTE 2 – GOING CONCERN

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that the Company will be able to raise the additional funds it requires.

NOTE 3 – INVESTMENTS

As part of the purchase of the assets of Opsolution GmbH the Company acquired an equity interest in Opsolution NanoPhotonics. Opsolution NanoPhotonics is not consolidated as the Company is not the primary beneficiary providing the majority of financial support to Opsolution NanoPhotonics. This investment is accounted for under the cost method. The Company had no cost method investments in the year ended March 31, 2012. The Company’s cost method investments had a carrying value of $28,137 as of March 31, 2013.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2013 and March 31, 2012 were as follows:

	March 31,	March 31,
	2013	2012
Furniture and Fixtures	$ 19,765	$ -
Equipment	2,098	-
	21,863	-
Less: Accumulated Depreciation	(371)	-
Property and Equipment, Net	$ 21,492	$ -

NOTE 5 – INTANGIBLE ASSETS

The components of the Company’s intangible assets as of March 31, 2013, are as follows:

	March 31,	March 31,
	2013	2012
Patents	$ 157,605	$ -
Work In Process- Intellectual Property	47,591	-
	205,196	-
Less: Accumulated Amortization	(891)	-
Intangibles, Net	$ 204,305	$ -

The Company did not have any intangible assets for the fiscal year ended March 31, 2012. The Company amortizes its intangible assets over their respective useful lives. During the years ended March 31, 2013 and 2012, the Company recognized $891 and $0 in amortization expense on these intangible assets, respectively.

F-8

NOTE 6 – RELATED PARTY TRANSACTIONS

At December 31, 2011 the company received a loan from a related party in the amount of $6,500 bearing interest at 5% per annum and is payable on demand. This note was extinguished during the fiscal year ended March 31, 2013. .

During the year ended March 31, 2012, the balance of $28,600 loan payable to former related parties and the associated interest of $3,649 was recorded as extinguishment of debt income totaling $32,249.

As of the closing of the Acquisition on February 28, 2013, the Company had a $100,000 payable due to Opsolution GmbH pursuant to the Company’s joint venture agreement with Opsolution GmbH, and a $50,000 payable to the Opsolution Entities for the purchase of their property and equipment in the Acquisition. As of March 31, 2013, the Company had paid both of these payables in full.

NOTE 7 – NOTES PAYABLE

At March 31, 2013 and March 31, 2012 the Company had notes payable in the amount of $2,500 and $65,900 respectively, bearing interest at 5% per annum and payable on demand. $88,533 of notes have been extinguished during the year ended March 31, 2013.

NOTE 8 – PREFERRED STOCK

The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

In connection with the Acquisition of the Opsolution assets, we have conducted an offering of 1,150,000 shares of Series A Preferred Stock for $1,150,000, or $1.00 per share, pursuant to the Series A Preferred Stock Purchase Agreement. This offering provides for a maximum offering amount of $2,000,000 for 2,000,000 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible into approximately seven and a half (7.5) shares of our common stock, comprising 8,625,000 shares, or up to 15,000,000 shares if the full $2,000,000 is sold.

The Preferred Stock Purchase Agreement provides for the sale to one or more purchasers of up to an additional $850,000 in two tranches, presuming that certain conditions are met as follows:

· (a) $425,000 (425,000 shares of Series A Preferred Stock) only upon the bona-fide sale by the Company or its subsidiaries, or manufacturing of finished goods of an amount greater than $500,000US to a third party purchaser, and

The salient terms of the Series A Preferred Stock, as set forth in the Company’s Certificate of Designation, provide for:

· a 7% preferred dividend, to be payable quarterly, at the rate per annum of $0.07 per share (i.e. $0.0175 per quarter), and, to continue to accrue to the extent not paid;

· a liquidation preference of 1.25% of the purchase price for the Series A Preferred Stock outstanding, plus accrued and unpaid dividends,

· the ability of the Series A Preferred Stock holders to elect a director designee to the Company, which director may only be removed or replaced by the majority of the Series A Preferred Stock,

· the right to veto certain major corporate actions, as are customary with preferred stock offerings,

NOTE 9 – COMMON STOCK

On February 28, 2013 the Company issued 39,000,000 shares of its common stock at a value of .005 per share for the purchase of intellectual property from Opsolutions Spectroscopic Systems GmbH, Opsolution GmbH, Opsolution NanoPhotonics GmbH.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

F-9

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

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls

Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of March 31, 2013, the Company’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of March 31, 2013.

This annual report does not include an attestation report of the Company’s independent 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 SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls

During the year ended March 31, 2013, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

The Company’s management, including the chief executive officer and principal financial officer, do not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of people currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such actions. It is also recognized the Company has not designated an audit committee and no member of the board of directors has been designated or qualifies as a financial expert. The Company should address these concerns at the earliest possible opportunity.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following sets forth information about our directors and executive officers as of March 31, 2013:


Name	Age	Position
Hardy Hoheisel	52	Director, Chief Executive Officer and Principal Executive Officer
Dr. Wolfgang Köcher	62	Director, Chief Technology Officer

Sarah Deutsch	32	Director and Assistant Secretary (Resigned June 5, 2013)
Tefa Dexter	32	Secretary

Hardy Hoheisel was appointed as a director and as the Company’s Chief Executive Officer and Principal Executive Officer effective as of the closing of the Acquisition on February 28, 2013. From 2005 to February of 2013, he was the Chief Executive Officer and a co-founder with Dr. Wolfgang Köcher of the various Opsolution Entities, the first of which was Opsolution GmbH, followed by Opsolution Systems GmbH, and Opsolution Nanophotonics GmbH as a joint venture with Vodafone. Prior to such time, and from 2004 to 2009, he worked as a member of the supervisory board for Biozoom Services GmbH, a Vodafone company, some of the assets of which remained with the Opsolution entities. After completing the commercial training, he studied business management, economics and law. While still a student at University of Kassel, he started his first company for sports marketing. He produced and developed bikes, snow boards and other sports equipment in Europe, US and China. Mr. Hoheisel graduated from 1992 from University of Kassel with a degree in business management and economics.

Dr. Wolfgang Köcher was appointed as a director and as the Company’s Chief Technology officer as of the closing of the Acquisition on February 28, 2013. From 2005 to February of 2013, he was the Chief Technology Officer and a co-founder with Hardy Hoheisel of the Opsolution Entities: Opsolution GmbH, followed by Opsolution Spectroscopic Systems GmbH, and Opsolution NanoPhotonics GmbH in 2004. His work for the Opsolution Entities’ technologies included applying reflection spectroscopy to the development and production of small handheld systems. Between 1990 and 1996, he studied at the University of Kassal, where he received his PhD, and was appointed as a Chief Engineer for System Design. Dr. Köcher was particularly noted for his role in leadership of development projects for domestic combined heat- and power-based on Stirling engines, Stirling air condition systems and systems applying CO2 as a refrigerant, financed by German automotive companies. Dr. Köcher developed a new method for guiding R&D according to customer benefits and preferences, which was first presented at the Miami Conference on Management of Technology, the Official Conference of the International Association for Management of Technology in 1996. Between 1994 and 1995, he was reviewer for DBU, one of Europe’s largest foundations for innovative and exemplary environmental projects, and for a period of 20 years, he was a consultant for a R&D institute, Aisin Seiki Ltd., which is a member of the Toyota group of companies. Dr. Köcher received a master’s degree in engineering from the University of Kassel in 1976 and received his PhD from said university in 1986.

Sarah Deutsch was a director, and was our CEO, Principal Executive Officer, Treasurer and CFO as well as Principal Accounting Officer from October 19, 2012 to February 28, 2013, when she resigned CEO Principal Executive Officer, Treasurer and CFO but remained a director of the Company. On June 5, 2013, she resigned from all positions with the Company. From September 2011 to the present, Ms. Deutsch has worked as a manager at Magdalena's Party, a private company. From December 2008 until September 2011, Ms. Deutsch was the National Director of Elitehealth LLC, a private company. From November 2005 to August 2008, Ms. Deutsch worked as an Assistant Financial Advisor at CIBC Wood Gundy.

Tefa Dexter has been the Secretary of the Company since January 21, 2013. From 2009 to the present, Mr. Dexter has been a co-founder of The Santa Barbara Group LLC, a technology-driven company where he has been responsible for leading a team of developers providing B2B white label web and interactive mobile consumer loyalty sales. He is principally responsible for developing unique web-based technology portals to international leaders in the action sports industry which include Billabong, Volcom and the Ultimate Fighting Championship. From 2005 to 2008, Mr. Dexter worked at Vintage American Clothing, an international garments distributor. As Vice President of Brand & Product Management, he was responsible for managing international sales and driving the corporate growth strategy. He accelerated the company’s international sales by acquiring leading brands and clients including Urban Outfitters, Quicksilver, Abercrombie & Fitch among others.

Other Information on Directors and Officers

There are no familial relationships among any of our directors or officers. None of our directors or officers is a director in any other U.S. reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

Each of the directors are entitled to indemnification from the Company for any threatened, pending or completed action, suit, arbitration or proceeding, or any inquiry or investigation, whether brought against, by or in the right of the Company or any of its subsidiaries, or otherwise. Pursuant to the terms of the indemnification agreements, each director is entitled to all fees and expenses in connection with any such action or proceeding. We do not have to pay all their fees and expenses if it relates to a cause of action in which a final non-appealable judgment or other final adjudication adverse to the director has established: (i) that his acts were committed in bad faith or were the result of active and deliberate dishonesty, or he gained any financial profit or other advantage to which he was not legally entitled; (ii) that the director in fact made profits from the purchase or sale of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 or similar provisions of any state; or (iii) that payment by the Company is not permitted by applicable law.

Corporate Governance

Term of Office

Directors are appointed for a one-year term to hold office until the next annual general meeting of stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by our Board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. Our bylaws provide that officers are appointed annually by our Board and each executive officer serves at the discretion of our Board.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Committees of the Board of Directors

Audit Committee / Compensation Committee

The Company does not have a Compensation Committee or Audit Committee at this time. The Company is not listed on a national securities exchange or NASDAQ market and therefore, no compensation or audit committees are required. Nonetheless, the Company does intend on establishing such committees.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten years:

had been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

The Company has not formally adopted a code of ethics.

Item 11. Executive Compensation

Summary Compensation Table

The following table provides information regarding the compensation earned during the fiscal years ended March 31, 2013 and March 31, 2012 by our Chief Executive Officer and the two next most highly compensated executive officers.


principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)

Hardy Hoheisel (1)	2013		3,750		0		0		0		0		0		300 (1)		4,050

Wolfgang Köcher (1)	2013		3,750		0		0		0		0		0		300 (1)		4,050

Sarah Deutsch (2)	2013		0		0		0		0		0		0		0		0
	2012		0		0		0		0		0		0		0		0
Tefa Dexter (3)	2012		0		0		0		0		0		0		0		0
	2011		0		0		0		0		0		0		0		0

(1) Messers Hoheisel and Köcher were appointed in February of 2013 as CEO and CTO respectively, effective after the closing of the Acquisition of the Opsolution assets. Both entered into employment contracts on March 15, 2013, receive a base salary of $7,500 per month, an annual bonus in the discretion of the Company’s Board of Directors, and health insurance reimbursement up to $600 per month, and the compensation indicated here is for the period from March 15, 2013 through March 31, 2013.

(2) Ms. Deutsch was appointed in an executive capacity on October 19, 2012 and served as a director and non-executive officer only after February 28, 2013 until June 5, 2013, when she resigned from all positions with the Company.

(3) Mr. Dexter has been serving as our Secretary since January 21, 2013.

Director Compensation

We do not provide any directors with cash or stock compensation, but we do reimburse directors for costs and out of pocket expenses in connection with attendance at meetings or other duties.

Outstanding Equity Awards at Fiscal Year-End Table

Since our incorporation on June 15, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them hold unexercised stock options. We have no long-term incentive plans.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership of our common stock as of March 31, 2013 held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of our common stock or other voting stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. As of such date, we have exactly 59,730,000 shares of common stock outstanding held of record by 16 shareholders.

Beneficial ownership for purposes of the below chart is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of the date hereof, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

The percentages below presumes 59,730,000 shares issued and outstanding, but does not consider shares issuable upon conversion or exercise of outstanding Series A Preferred Stock or dilution that would be caused upon conversion thereof. Unless otherwise indicated, the principal address of each of the persons below is c/o Biozoom, Inc. at Wilhelmshoeher Allee 273A, 34131 Kassel, Germany.



Executive Officers and Directors	Number of Shares of Common Stock and Preferred Stock Beneficially Owned	Percentage of Ownership(a)

Hardy Hoheisel(1)	17,635,800(2)	29.53%
Dr. Wolfgang Köcher(1)	17,635,800(3)	29.53%
Sarah Deutsch (4)	600,000(4)	1.00%
Tefa Dexter	-0-	*
Sarah Deutsch	1,150,000(4)	100%
All Directors and Officers as a Group (7 persons)	35,871,600	60.6%
All other 5% holders

(1) The address for Mr. Hardy Hoheisel is 34130 Kassel, Zum Berggarten 55b, and the address for Dr. Wolfgang Köcher is Steubenstraße 17, 34121 Kassel, Germany.

(2) Includes shares held by HHBV GmbH, an entity owned and controlled by Mr. Hoheisel, which shares were acquired in connection with the sale of assets and entry into the Asset Purchase Agreement on February 28, 2013.

(3) Includes shares held by K-investments GmbH, an entity owned and controlled by Dr. Köcher, which shares were acquired in connection with the sale of assets and entry into the Asset Purchase Agreement on February 28, 2013.

(4) As part of a restructuring in order to facilitate the Acquisition of the Opsolution Entities, Ms. Deutsch returned 39,000,000 shares for cancelation to the Company as of February 28, 2013. As a result, Ms. Deutsch’s remaining holdings of common stock include only 600,000 shares of common stock held through Le Mond Capital Ltd. Le Mond Capital Ltd. also holds 1,150,000 shares of Series A Preferred Stock, which is beneficially owned by Ms. Deutsch. The address of Le Mond Capital Ltd. is PO Box 3321, Drake Chambers, Road Town, Tortola, British Virgin Islands.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

During the year ended March 31, 2012, the Company extinguished debt in the amount of $32,249 which consisted of board fees due to Mr. Koegel, a former President and a former director of the Company, and legal fees and interest to David Lubin & Associates, PLLC, a law firm founded by David Lubin, a former Secretary and a former director of the Company.

Our directors are entitled to indemnification pursuant to indemnification agreements dated as of March 1, 2012.

As of February 28, 2013, Le Mond Capital Ltd. returned 39,000,000 shares of common stock of the Company to the Company for cancellation, retaining 600,000 shares of common stock of the Company, and the Company issued 39,000,000 shares of common stock to shareholders of the Opsolution Sellers, and, in March of 2013, 1,150,000 shares of Series A Preferred to Le Mond Capital Ltd.

Effective as of April 3, 2013, one of the Opsolution Sellers, Opsolution GmbH, subleased office space and a phone system to the Company for $900/month.

Director Independence

Item 14. Principal Accounting Fees and Services

Our principal independent accountant is ZBS Group LLP. Their pre-approved fees billed to the Company are set forth below:


	For Fiscal Year Ended March 31, 2013		For Fiscal Year Ended March 31, 2012
Audit Fees	$	8,750	$	3,500
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

As of March 31, 2013, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

PART IV

Item 15. Exhibits. Financial Statement Schedules

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on July 18, 2008)
3.2	By-Laws (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 filed on July 18, 2008)
3.3	Certificate of Designation for Series A Preferred Stock (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on March 12, 2013).
10.1	Asset Purchase Agreement, dated as of February 28, 2013, by and between the Company and Opsolution NanoPhotonics GmbH, Opsolution GmbH and Opsolution Spectroscopic Systems GmbH, each a German entity (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on March 12, 2013)
10.2	Assignment Agreement, dated as of February 28, 2013, by and between the Company and Opsolution NanoPhotonics GmbH (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on March 12, 2013)
10.3	Assignment Agreement dated as of February 28, 2013, by and between the Company and Opsolution Spectroscopic Systems GmbH (incorporated by reference to Exhibit 10.3 of our Form 8-K filed on March 12, 2013)
10.4	Assignment Agreement dated as of February 28, 2013, by and between the Company and Opsolution GmbH (incorporated by reference to Exhibit 10.4 of our Form 8-K filed on March 12, 2013)
10.5	Joint Venture Agreement, dated as of February 28, 2013, by and between the Company and Opsolution GmbH (incorporated by reference to Exhibit 10.5 of our Form 8-K filed on March 12, 2013)
10.6	Agreement on Intellectual Property and Property Rights between Biozoom Services GmbH, Vodafone Ventures Limited, Opsolution Spectroscopic Systems GmbH, MBR Messtechnik GmbH and Opsolution GmbH (incorporated by reference to Exhibit 10.6 of our Form 8-K filed on March 12, 2013)
10.7	Series A Preferred Stock Purchase Agreement, dated as of March 4, 2013
10.8	Exercise of Purchase Option, dated as of June 14, 2013 (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on June 20, 2013)
10.9	Employment Agreement with Hardy Hoheisel, dated as of March 15, 2013
10.10	Employment Agreement with Dr. Wolfgang Köcher, dated as of March 15, 2013
10.11	Consulting Agreement with Tefa Dexter, dated as of May 21, 2013
10.12	Scientific Advisory Board Consulting Agreement with Prof. Dr. Hasan Mukhtar, dated as of April 30, 2013
10.13	Scientific Advisory Board Consulting Agreement with Prof. Dr. Rudolf Kessler, dated as of May 5, 2013
10.14	Scientific Advisory Board Consulting Agreement with Prof. Dr. Leonard Zastrow, dated as of May 8, 2013
10.15	Scientific Advisory Board Consulting Agreement with Prof. Dr. Dr. Jürgen Lademann, dated as of May 31, 2013
31.1	Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
99.1	Acceptance of Prof. Dr. Jürgen Lademann to serve as chair of the Company’s Scientific Advisory Board, dated as of May 28, 2013

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: July 2, 2013	BIOZOOM, INC.

	By:	/s/ Hardy Hoheisel Name: Hardy Hoheisel Title: President and Chief Executive Officer, Principal Executive Officer and Principal Accounting Officer



Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Stockholders' Equity/(Deficit)		F-4

Consolidated Statements of Cash Flows		F-5

Notes to Consolidated Financial Statements		F-6

Filing Compare · Biozoom, Inc.