Marc Pharmaceuticals 424B3 Prospectus supplement

PROSPECTUS

[MARC PHARMACEUTICALS, INC. LOGO OMITTED]

MARC PHARMACEUTICALS, INC.

20,000,000 UNITS

Marc Pharmaceuticals, Inc. is offering 20,000,000 units, $.25 per unit.
Each unit consists of one share of common stock, one class A redeemable warrant
to purchase a share of common stock at $.50 per share and two class B redeemable
warrants to each purchase a share of common stock at $1.00 per share. Each
subscriber must purchase a minimum of 10,000 units. The warrants are immediately
detachable from the common stock and will be separately tradeable. Our
securities do not presently trade and there is no market for them.

THIS OFFERING IS HIGHLY SPECULATIVE AND INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

We are offering our units for sale to the public on a "best efforts" basis,
with no required minimum amount to be raised. Even if not all, or very few, of
the 20,000,000 units are sold, we will not refund any payments for the units.
The offering of the units will terminate on December 31, 2004, if not earlier
terminated by us. The offering may be extended at the determination of the
placement agent and the company for up to an additional 6 months.

Wien Securities Corp. is the placement agent for this offering. In addition
to the placement agent's cash compensation, the company has agreed to give the
placement agent redeemable warrants to purchase for a period of 5 years from the
date of this prospectus up to 1,600,000 units. The placement agent's warrant
unit shall be priced at $.3125 per unit which is 125% of the public offering
price.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

A person should not invest unless he can afford to lose his entire
investment.

PRICE TO PLACEMENT PROCEEDS
PUBLIC COMMISSIONS TO ISSUER
-------------- ------------- --------------

Per Unit .............. $.25 $.02 $.23
Total ................. $5,000,000 $400,000 $4,600,000

The date of this prospectus is August 12, 2004.

TABLE OF CONTENTS

PAGE
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PROSPECTUS SUMMARY ........................................................ 1
About Marc ................................................................ 1
Our Financial Situation ................................................... 1
Investor Suitability Standards ............................................ 2
Summary of Financial Data ................................................. 2
RISK FACTORS .............................................................. 4
Risks Related to Our Status as a Startup Development Stage Company ........ 4
Risk Relating to Our Operations ........................................... 5
Risks Relating to Our Securities .......................................... 12
NOTE REGARDING FORWARD LOOKING STATEMENTS ................................. 14
USE OF PROCEEDS ........................................................... 14
DIVIDEND POLICY ........................................................... 16
CAPITALIZATION ............................................................ 17
DILUTION .................................................................. 17
OUR COMPANY AND BUSINESS .................................................. 19
Background ................................................................ 19
Current Product Candidates ................................................ 19
Cancer Therapeutics ....................................................... 20
HIV Therapeutics .......................................................... 22
Material Agreements ....................................................... 22
Scientific Advisory Board ................................................. 25
Patents and Proprietary Technology ........................................ 25
Government Regulation ..................................................... 27
Stages of Drug Development for Cancer Therapeutic ......................... 30
Stages of Drug Development for HIV Therapeutic ............................ 30
Manufacturing ............................................................. 30
Sales and Marketing ....................................................... 31
Competition ............................................................... 31
Product Liability ......................................................... 31
PLAN OF OPERATION ......................................................... 31
MANAGEMENT ................................................................ 34
Directors and Executive Officers .......................................... 34
Executive Compensation .................................................... 34
Employment Agreement ...................................................... 35
Certain Transactions ...................................................... 35
Indemnification of Directors and Officers ................................. 36
PRINCIPAL STOCKHOLDERS .................................................... 37
DESCRIPTION OF SECURITIES ................................................. 38
Common Stock .............................................................. 38
Unit Warrants ............................................................. 38
No Present Market ......................................................... 38
INVESTOR SUITABILITY STANDARDS APPLICABLE IN CERTAIN STATES ............... 39
PLAN OF DISTRIBUTION ...................................................... 39
SHARES ELIGIBLE FOR FUTURE SALE ........................................... 40
LEGAL MATTERS ............................................................. 41
OFFICE .................................................................... 41
LITIGATION ................................................................ 41
EXPERTS ................................................................... 41
ADDITIONAL INFORMATION .................................................... 41
FINANCIAL STATEMENTS DECEMBER 31, 2003 AND MARCH 31, 2004 ................. F-1

PROSPECTUS SUMMARY

ABOUT MARC

Marc Pharmaceuticals, Inc. was incorporated in the State of Delaware on
February 21, 2001 with an authorized capital stock of 750,000,000 shares of
common stock, each with a par value of $.0001. 283,650,000 shares are presently
issued and outstanding. Our corporate headquarters is located at 350 Bedford
Street, Stamford, Connecticut 06901 and our telephone number is (203) 352-8817.
We maintain an informational web site which can be found at
www.marcpharmaceuticals.com. The information contained on our web site is not a
part of this prospectus.

We are a development stage start-up pharmaceutical company focusing on the
development and commercialization of innovative products for the treatment of
debilitating diseases. Currently, we are the exclusive licensee of certain
patent applications covering compounds intended for use in treating cancer and
in treating HIV and AIDS. The compounds can be attached to an antibody that
selectively attaches only to cancer cells and does not attach to healthy cells,
thereby permitting administration of lower amounts of active chemotherapeutic
agents. Other chemical variations of the compounds appear to be effective in
treating HIV and could be used both systemically (i.e., as a general whole body
therapy) or as an AIDS therapy, or locally to inhibit the growth and
transmission of HIV through sexual activity. We have had no revenues and sales.

Although there are preliminary indications that our compounds may be
effective in treating cancer and HIV and AIDS, our compounds and their
derivatives have not been proven effective in treating cancer or HIV or AIDS in
humans or in preventing HIV or AIDS in humans and our compounds and their
derivatives have not yet been proven safe for administration to human beings.

Our business plan, which involves the development of various pharmaceutical
products to the point at which they may be sold in the United States,
necessarily means that it will be at least several years before we generate
sales or revenues. During those years, our development expenditures will likely
exceed $10,000,000 for every product that we seek to commercialize.

Our company and our products are subject to comprehensive regulation by the
U.S. Food and Drug Administration (FDA) in the United States and by comparable
authorities in other countries. We have not yet applied for, or received,
approval from the FDA or any other of these authorities and, unless we receive
such approvals, even if our compounds are both safe and effective, we will not
be able to market our drugs.

OUR FINANCIAL SITUATION

Currently, we have no revenues generated from operations and we do not
expect any revenues for several years. We have an accumulated deficit of
($1,771,106) and through June 25, 2004 we have incurred $925,000 of debt to
assist in our developmental activities. Our financial statements were prepared
assuming that we will continue as a going concern. Our accountants have
expressed substantial doubt about our ability to continue as a going concern. If
approximately $3,000,000 is raised, we expect, assuming no revenues are earned
during the next 12 months, to have sufficient funds to carry out our immediate
business plan for that period, including the full implementation of our
development plan. The $3,000,000 will be expended as follows: placement agent
commissions and expense allowances of $330,000, offering expenses of $200,000,
accrued expenses of $200,000, debt of $1,050,000, including interest, and first
year expenses of $1,220,000. If we fail to raise at least $3,000,000 in this
offering and do not earn substantial revenues, we will not be able to pay our
outstanding obligations and have operating capital for the next year. We will
then have to try to make arrangements with our creditors and seek other sources
of capital. If we are not successful in those efforts, we may have to cease
operations and the investment in the company may be lost. At present, we are
totally dependent upon the proceeds of this offering to continue to operate.

OFFERING AND DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 750,000,000 shares of common
stock, par value $.0001, of which 283,650,000 shares are issued and outstanding.
No warrants or units are outstanding.

Our securities are not listed on any securities exchange or on the Nasdaq
Stock Market. They do not presently trade and there is no market for them. After
the effectiveness of our registration statement we will seek quotation for our
shares and warrants on the OTC Bulletin Board which will enable our shares and
warrants to be traded. However, there may still be no market for them.

We are offering 20,000,000 units at a price of $.25 per unit. Each unit
consists of one share of common stock, one class A redeemable warrant and two
class B redeemable warrants.

Each class A redeemable warrant gives its holder the right to purchase one
share of common stock at $.50. A maximum of 20,000,000 shares of common stock
are issuable upon the exercise of the class A redeemable warrants. If our common
stock trades for at least 5 consecutive trading days at a price of $.75 or more,
we will have the right to call the class A redeemable warrants at a price of
$.001 per warrant, unless an investor chooses to exercise the warrant at that
time. The class A redeemable warrants are tradeable and are exercisable at any
time beginning on the date of this prospectus until 5 years after the date of
the prospectus.

Each class B redeemable warrant gives its holder the right to purchase one
share of common stock at $1.00. A maximum of 40,000,000 shares of common stock
is issuable upon the exercise of the class B redeemable warrants. If our common
stock trades for at least 5 consecutive trading days at a price of $1.25 or
more, we will have the right to call the class B redeemable warrants at a price
of $.001 per warrant, unless an investor chooses to exercise the warrant at that
time. The class B redeemable warrants are tradeable and are exercisable at any
time beginning on the date of this prospectus until 7 years after the date of
the prospectus.

Based on the number of shares of common stock outstanding as of May 1, 2004
and assuming that all 20,000,000 units offered pursuant to this prospectus are
sold, a total of 303,650,000 shares of common stock will be outstanding after
the offering. This total does not include any shares of common stock issuable
upon the exercise of either the class A redeemable warrants or the class B
redeemable warrants.

We are offering our units on a "best efforts" basis with no required
minimum amount to be raised. Even if not all, or very few, of the 20,000,000
units are sold we will not refund any payments for the units. The offering of
the units will terminate on December 31, 2004 if not earlier terminated by us.
The offering may be extended at the determination of the placement agent and the
company for up to an additional 6 months.

INVESTOR SUITABILITY STANDARDS

Any state special suitability standards are indicated on a sticker to this
prospectus.

SUMMARY OF FINANCIAL DATA

The following tables set forth certain of our summary financial data. You
should read this information together with the financial statements and the
notes to the financial statements appearing elsewhere in this prospectus.

FOR THE THREE
FOR THE YEAR ENDED MONTHS ENDED
STATEMENT OF OPERATIONS DATA: DECEMBER 31, 2003 MARCH 31, 2004
- ------------------------------------------------------------- -------------------- ---------------

Revenues .................................................... $ 0 $ 0
Loss from operations ........................................ $ (476,223) $ (266,432)
Net loss .................................................... $ (767,166) $ (280,250)
Net loss attributable to stockholders ....................... $ (767,166) $ (280,250)
Basic and diluted net loss per share ........................ $ 0 $ 0
Weighted average shares outstanding used in basic and diluted
net loss per share calculation ............................. 275,755,890 283,522,222

BALANCE SHEET DATA: DECEMBER 31, 2003 MARCH 31, 2004
- ------------------------------------------------ ------------------- ----------------

Cash ........................................... $ 3,015 $ 66,818
Working capital (deficiency) ................... $ (395,966) $ (681,128)
Total assets ................................... $ 86,814 $ 277,160
Total liabilities .............................. $ 406,286 $ 751,882
Total stockholders' capital deficiency ......... $ (319,472) $ (474,722)

RISK FACTORS

IF YOU CHOOSE TO INVEST IN OUR SECURITIES, YOU SHOULD BE ABLE TO BEAR A
COMPLETE LOSS OF YOUR INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST
IN OUR SHARES.

RISKS RELATED TO OUR STATUS AS A STARTUP DEVELOPMENT STAGE COMPANY

BECAUSE OF OUR CURRENT FINANCIAL POSITION, THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO OPERATE AS A GOING CONCERN

We have spent most of the funds that we have raised so far and have not
earned any revenues. As a result, as of March 31, 2004 and December 31, 2003, we
had a working capital deficiency of ($681,128) and ($395,966) respectively, and
a stockholders' capital deficiency of ($474,722) at March 31, 2004 and
($319,472) at December 31, 2003. These conditions raise substantial doubt about
our ability to operate as a going concern. Our accountants have discussed this
risk in the independent auditor's report included in the financial statements
contained in this prospectus. We are completely dependent upon the proceeds of
this offering to continue to operate as a going concern.

WE ARE IN AN EARLY STAGE OF PRODUCT DEVELOPMENT AND THERE ARE UNCERTAINTIES
AFFECTING OUR BUSINESS AND CONCERNING THE DEVELOPMENT OF OUR PRODUCTS; WE MAY
NEVER EARN A PROFIT

We are at an early stage of development, and the successful
commercialization of any products will require significant further research,
development, testing and regulatory approvals and additional investment. At
present, we have entered into a license agreement, as amended, with Cornell
Research Foundation, Inc. and research agreements with Weill Medical College of
Cornell University under which we plan to develop derivatives of a
chemotherapeutic agent which have shown early promise in combating cancer and
treating HIV and AIDS. No other activities have been conducted, except for due
diligence concerning patentability and other matters. Substantially all of our
resources have been, and for the foreseeable future will continue to be,
dedicated to the development of pharmaceutical products which are still in the
early stages of development and testing, for the prevention, diagnosis and
treatment of cancer, HIV, AIDS and other similar diseases.

The product development programs conducted by our contractors and us are
subject to the risks of failure inherent in the development of pharmaceutical
product candidates. These risks include the following:

a. we may not be able to acquire or maintain rights to appropriate product
candidates;

b. the technologies used by us may prove to be ineffective or any or all of
our product candidates may prove to be unsafe or otherwise fail to receive
necessary regulatory approvals;

c. the product candidates, if safe and effective, may be difficult to
manufacture on a large scale or uneconomical to market;

d. we may not secure proprietary patient rights to protect our products
from competitors;

e. the proprietary rights of third parties may preclude us or our
collaborators from making, using or marketing the products utilizing our
technologies; or

f. third parties may market superior or equivalent products.

To our knowledge, no site-directed chemotherapeutic agents have been
approved for marketing and there can be no assurance that any of our products
will be successfully developed.

The commercial success of our products, if any, when and if approved for
marketing by the FDA, and our ability to earn a profit, will depend upon their
acceptance by the medical community and third party payors as clinically useful,
cost-effective and safe.

THIS IS A BEST EFFORTS OFFERING AND WE MAY NOT RAISE EVEN A PORTION OF THE
OFFERING; IF WE RAISE LESS THAN THE ENTIRE AMOUNT, THE RISK IS GREATER THAT THE
INVESTMENT WILL BE LOST

This offering is a best efforts offering with no required minimum amount to
be raised. If at least $3,000,000 of the offering is not raised, those investors
who do acquire shares will have a significantly greater risk that their entire
investment will be lost.

WE HAVE $925,000, PLUS INTEREST, IN DEBT WHICH WE HAVE NOT REPAID; UNLESS THESE
NOTES ARE PAID IN FULL OUT OF THIS OFFERING, THEY WILL BE SENIOR TO THE HOLDERS
OF OUR COMMON STOCK

On July 18, 2002, in consideration for a loan, we issued a promissory note
to Joel San Antonio, the Chairman of our Board, in the principal amount of
$350,000, bearing interest at the rate of 15% per annum. The note matured on
August 17, 2002 and the maturity date was extended until March 31, 2004. On
March 17, 2004 the maturity date of the note was extended until May 31, 2004. On
May 31, 2004 the maturity date of the note was extended until September 1, 2004.
We have repaid only $225,000 of this loan.

Commencing in November 2003 through June 2004, we borrowed $800,000 by
issuing 11 promissory notes each bearing interest at a rate of 20% per annum,
and each due with interest one year from the date issued.

These obligations are senior in position to our equity holders and
interest will continue to accrue until they are paid in full.

BECAUSE OUR RECENT NOTE OFFERING MAY BE HELD TO BE AN UNREGISTERED PUBLIC
OFFERING THE NOTE OFFERING COULD BE RESCINDED AND OTHER SANCTIONS COULD BE
IMPOSED ON US OR OUR PRINCIPALS

$800,000 of notes were sold in what we believe was an exempt private
offering because we believe it complied with the rules contained in Regulation
D under the Securities Act of 1933, as amended. Nevertheless, the Securities
and Exchange Commission, state securities regulators or one or more of the
holders of the notes may at some time assert the position that the note
offering was an unregistered public offering. If such position were to prevail,
several possible consequences might ensue. If a recession is required, we may
have to return the funds from the notes earlier than the time they are due,
together with interest at a market rate. We and our principals may also be
subject to an enforcement action by federal or state agencies with the possible
result that sanctions could be imposed and that significant time and resources
may have to be created to defense of such actions.

OUR COMMON STOCK MAY HAVE NO VALUE

Our shares of common stock will have little value unless our business plan
is successful. The shares to be sold in this offering represent a small
percentage of our outstanding shares of common stock and are subject to further
dilution. Our shares have no current market or market value.

OUR PRINCIPAL STOCKHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS WILL OWN OVER
67.8% OF OUR COMMON STOCK, WHICH WILL ALLOW THEM TO CONTROL OUR MANAGEMENT AND
TO PREVENT A CHANGE OF CONTROL

Our directors, officers, and other major stockholders will still
beneficially own collectively over 67.8% of our outstanding common stock, even
if all of the shares in this offering are sold. These stockholders will be able
to control the vote on all matters requiring stockholders approval, including
the election of directors and approval of significant corporate transactions.
This concentration of ownership may delay or prevent a change in control even
if beneficial to our stockholders.

WE MAY COMPETE FOR THE TIME AND EFFORTS OF OUR OFFICERS AND DIRECTORS

Our officer and directors are also officers and directors of other
companies, and we may have to compete with the other companies for their time,
attention and efforts.

RISKS RELATING TO OUR OPERATIONS

THERE ARE UNCERTAINTIES ASSOCIATED WITH PRECLINICAL AND CLINICAL TESTING; OUR
DRUGS MAY NOT BE PROVEN TO BE SAFE OR EFFECTIVE

The grant of regulatory approvals for the commercial sale of any of our
potential products will depend in part on us and/or our collaborators
successfully conducting extensive preclinical and clinical testing to
demonstrate their safety and efficacy in humans. The results of preclinical
studies by us and/or our collaborators may be inconclusive and may not be
indicative of results that will be obtained in human

clinical trials. In addition, results attained in early human clinical trials
relating to the products under development by us may not be indicative of
results that will be obtained in later clinical trials. As results of
particular preclinical studies and clinical trials are received, we and/or our
collaborators may abandon projects which we or they might otherwise have
believed to be promising, some of which may be described in this prospectus.

REGULATORY BODIES MAY NOT PERMIT CLINICAL TRIALS AND, IF THEY DO NOT, WE WILL
NOT BE ABLE TO MARKET OUR PRODUCTS

We are presently developing certain drugs on which we plan to file
investigational new drug applications (INDs) with the FDA or make equivalent
filings outside of the United States. There can be no assurance that necessary
preclinical studies on these products will be completed satisfactorily, if at
all, or that we otherwise will be able to make our intended filings. Further,
there can be no assurance that we will be permitted to undertake and complete
human clinical trials of any of our potential products, either in the United
States or elsewhere, or, if such trials are permitted, that such products will
not have undesirable side effects or other characteristics that may prevent
them from being approved or limit their commercial use if approved.

THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH THE USE OF HUMAN TEST SUBJECTS; WE
MAY NOT BE ABLE TO ENGAGE SUFFICIENT SUBJECTS; OUR DRUGS MAY BE HARMFUL; TESTS
MAY BE SUSPENDED; WE MAY NOT BE ABLE TO MARKET OUR PRODUCTS

The rate of completion of the human clinical trials involving our product
candidates, if permitted, will be dependent upon, among other factors, the rate
of patient enrollment. Patient enrollment is a function of many factors,
including the size of the patient population, the nature of the protocol, the
availability of alternative treatments, the proximity of eligible patients to
clinical sites and the eligibility criteria for the study. Delays in planned
patient enrollment might result in increased costs and delays, which could have
a material adverse effect on us. We, our collaborators or the FDA or other
regulatory agencies may suspend clinical trials at any time if the subjects or
patients participating in such trials are being exposed to unacceptable health
risks. In addition, clinical trials are often conducted with patients having
the most advanced stages of disease. During the course of treatment, these
patients can suffer adverse medical effects or die for reasons that may not
relate to the product being tested, but which can nevertheless affect adversely
any results generated from clinical trials.

TRIALS MAY NOT DEMONSTRATE THAT OUR PRODUCTS ARE SAFE OR USEFUL AND, IF THEY
ARE NOT, WE WILL NOT BE ABLE TO MARKET OUR PRODUCTS

There can be no assurance that clinical trials of our products under
development will demonstrate safety and efficacy at all or to the extent
necessary to obtain regulatory approvals. Companies in the biotechnology
industry have suffered significant setbacks in advanced clinical trials, even
after obtaining promising results in earlier trials. Consequently, the period
of time necessary to complete clinical testing and receive regulatory approval
can be quite extensive and involve many years. Clinical trials involving our
product candidates are likely to take longer to complete than clinical trials
involving other types of therapeutics. The failure to adequately demonstrate
the safety and efficacy of a therapeutic product under development could delay
or prevent regulatory approval of the product and would have a material adverse
effect on us.

WE WILL NOT OURSELVES CONDUCT ANY TRIALS AND WE WILL THEREFORE HAVE MINIMAL
CONTROL OVER THESE TRIALS

We and our management have no experience in conducting clinical trials. We
will rely on academic institutions and on clinical research organizations to
conduct and monitor certain clinical trials. There can be no assurance that
such entities will conduct the clinical trials successfully. In addition,
certain clinical trials for our products may in the future be conducted by
government-sponsored agencies. Because the conduct of such trials will be
dependent on government participation and funding, we will have less control
over such trials than if we were the sole sponsors thereof. As a result, there
can be no assurance that these trials will commence or be completed as planned.

Failure to commence or complete any of our planned clinical trials would
prevent us from marketing the drugs to be tested.

THERE ARE RISKS RELATING TO POTENTIAL CORPORATE COLLABORATIONS; THEY MAY NEVER
BE ACHIEVED AND, IF THEY ARE, THEY MAY BE COSTLY AND THEY MAY REQUIRE US TO
GIVE UP A LARGE PORTION OF OUR INTEREST IN OUR PRODUCT; THEY MAY NOT BE
SUCCESSFUL; WITHOUT A SUCCESSFUL CORPORATE COLLABORATION, WE MAY NOT BE ABLE TO
COMPLETE CLINICAL TESTING OR MARKET OUR PRODUCTS

Our business strategy includes entering into collaborations or marketing
and distribution arrangements with corporate partners, primarily pharmaceutical
companies, for the development (including clinical development),
commercialization, marketing and distribution of certain of our product
candidates. No such arrangements presently exist. We may enter into a
significant corporate collaboration or we may not be able to enter into any. If
we are able to enter into a collaboration, the terms may be onerous and we may
be compelled to give up a large portion of our interest in our products. We do
not know at this time what the extent of such interest may be. We may be
dependent on a corporate collaboration to fund clinical testing, to make
certain regulatory filings and to manufacture and market products resulting
from the collaboration. There can be no assurance that the arrangements with a
corporate collaboration will be scientifically, clinically or commercially
successful. Our product candidates will generate income for us only after
significant preclinical and/or clinical development, the procurement of
requisite regulatory approvals, the establishment of manufacturing capabilities
and/or the successful marketing of the product.

To the extent that we enter into an agreement with a collaborator and such
collaborator breaches or terminates its agreements with us, or fails to conduct
its collaborative activities in a timely manner, the commercialization of our
product candidates may be adversely affected. There can be no assurance that
our collaborative partners will not change their strategic focus or pursue
alternative technologies or develop alternative products either on their own or
in collaboration with others, including our competitors, as a means for
developing treatments for the diseases targeted by these collaborative
programs. A reduction in sales efforts or a discontinuance of sales of any
developed products by any collaborative partner could result in reduced
revenues and have a material adverse effect on our business, financial position
and results of operations.

WE DO NOT HAVE REVENUE AND OUR FUTURE PROFITABILITY IS UNCERTAIN BECAUSE IT IS
BASED UPON FACTORS WHICH WE MAY NOT CONTROL

Our ability to achieve profitability is dependent in part on obtaining
regulatory approvals for products and entering into agreements for
commercialization of such products. There can be no assurance that such
regulatory approvals will be obtained or such agreements will be entered into.
The failure to obtain any such necessary regulatory approvals or to enter into
any such necessary agreements could delay or prevent us from achieving
profitability and would have a material adverse effect on the business,
financial position and results of our operations. Further, there can be no
assurance that our operations will become profitable even if any product under
development by us or any collaborators is commercialized.

WE WILL HAVE A NEED FOR ADDITIONAL FINANCING AND WE ARE UNCERTAIN OF OUR ACCESS
TO CAPITAL FUNDING; IF WE CANNOT ACHIEVE FAVORABLE FINANCING, WE WILL NOT BE
ABLE TO ADEQUATELY TEST AND/OR MARKET OUR PRODUCTS

Our development projects will require substantial capital after this
offering. We do not have committed external sources of funding for our
projects. We will require substantial funds in addition to the net proceeds of
this offering to conduct development activities, preclinical studies, clinical
trials and other activities relating to successful commercialization. We may
not be able to obtain the additional funds we will require on acceptable terms,
if at all. In addition, our cash requirements may vary materially from those
now planned.

If adequate funds are not available, we may be required to delay, reduce
the scope of or terminate one or more or all of our programs; to obtain funds
through arrangements with collaborative partners or others that may require us
to relinquish rights to certain of our technologies, product candidates or
products that we would otherwise seek to develop or commercialize ourselves; or
to license the rights to

such technologies, product candidates or products on terms that are less
favorable to us than might otherwise be available. If we raise additional funds
by issuing equity or debt securities, further dilution to stockholders may
result and new investors could have rights superior to existing stockholders.

WE DEPEND ON AND ARE UNCERTAIN OF THE PROTECTION THAT MAY BE AFFORDED PATENTS
AND PROPRIETARY RIGHTS; WE DO NOT NOW HAVE PATENT PROTECTION THAT WILL PROTECT
US AGAINST OTHERS FROM COPYING OUR TECHNOLOGY AND WE MAY NEVER SECURE THIS
PROTECTION. EVEN IF SUCH PROTECTION IS SECURED, IT MAY NOT BE SUFFICIENT TO
PREVENT COMPETITORS FROM MAKING, USING AND SELLING TECHNOLOGY THAT IS THE SAME
OR SIMILAR TO THE TECHNOLOGY BEING DEVELOPED BY US

Except for one patent application (under which we are licensed) that has
been allowed by the U.S. Patent and Trademark Office for one of our licensed
compounds, there can be no assurance that any patent applications owned by or
licensed to us will result in patents being issued. If and when issued, these
patents may not afford protection against competitors with similar technology.
Although a patent has a statutory presumption of validity in the United States,
the issuance of a patent is not conclusive as to such validity or as to the
enforceable scope of the claims of the patent. There can be no assurance that
present or future patents owned or licensed by us will not be successfully
challenged in the future. The validity or enforceability of a patent after its
issuance by the Patent and Trademark Office can be challenged in litigation. The
cost of patent litigation is substantial. If the outcome of the litigation is
adverse to the owner of the patent, third parties may then be able to use the
invention covered by the patent without payment or permission of the patent
owner. There can be no assurance that patents protecting our products will not
be infringed or successfully avoided through design innovation.

OTHER GROUPS MAY HAVE DEVELOPED SIMILAR INVENTIONS AND WE MAY, THEREFORE, BE AT
A COMPETITIVE DISADVANTAGE

Other groups may have claimed discoveries similar to the inventions covered
by patent applications relating to our products. These groups may have made
their discoveries prior to the discoveries covered by patent applications
relating to our products and may have filed their patent applications prior to
patent applications relating to our products. Such prior inventions and patent
applications could impede or prevent the grant of patents on the patent
applications relating to our products. We do not expect to know for several
years the relative strength of the patent position relating to our products as
compared to these other groups.

COMPANIES, UNIVERSITIES AND RESEARCH INSTITUTIONS MAY BE RESEARCHING AND TRYING
TO DEVELOP PRODUCTS THAT ARE SIMILAR TO OURS

Competition in the pharmaceutical industry is intense. We face competition
from many companies and major universities and research institutions in the
United States and abroad. Many of our competitors have substantially greater
resources, experience in conducting preclinical studies and clinical trials and
obtaining regulatory approvals for their products, operating experience,
research and development and marketing capabilities and production capabilities
substantially greater than ours. There can be no assurance that our competitors
have not developed or will not develop technologies and products that are safer
or more effective than any being developed by us or which would render our
technology and products obsolete and noncompetitive, and our competitors may
succeed in obtaining FDA approval for products more rapidly than us. We will
face competition from companies marketing existing products or developing new
products for diseases targeted by our technologies.

WE MAY NOT HAVE ACCESS TO APPROPRIATE MANUFACTURING CAPABILITIES AND RELIANCE
ON OTHERS MAY HURT OUR CHANCES TO SUCCESSFULLY MARKET OUR PRODUCTS

In order to successfully commercialize our product candidates, we and/or
our collaborators must be able to manufacture our products in commercial
quantities, in compliance with regulatory requirements, at acceptable costs and
in a timely manner. The manufacture of the types of biopharmaceutical products
being developed by us presents several risks and difficulties. Manufacture of
our products for commercialization will require utilizing third party contract
manufacturers at a significant cost to us. In employing third party
manufacturers, we will not control the manufacturing process. We may not be able
to obtain from third party manufacturers adequate supplies in a timely fashion
for commercialization. Commercial quantities of any such products, if approved
for marketing, may not be available from contract manufacturers at acceptable
costs. The cost of manufacturing certain products may make them prohibitively
expensive.

OUR PRODUCTS AND WE ARE SUBJECT TO GOVERNMENT REGULATIONS AND THERE IS NO
ASSURANCE OF REGULATORY APPROVAL OR THAT REGULATORS MAY NOT DETERMINE TO STOP
ANY OF OUR ACTIVITIES

Our products and we are subject to comprehensive regulation by the FDA in
the United States and by comparable authorities in other countries. These
national agencies and other Federal, state, and local entities regulate, among
other things, the preclinical and clinical testing, safety, effectiveness,
approval, manufacture, labeling, marketing, export, storage, record keeping,
advertising, and promotion of our products.

Among other requirements, FDA approval of our products, including a review
of the manufacturing processes and facilities used to produce such products
will be required before such products may be marketed in the United States. The
process of obtaining FDA approvals can be costly, time consuming, and subject
to unanticipated delays and we have had only limited experience in filing and
pursuing applications necessary to gain regulatory approvals. We currently
estimate that it can take approximately 7 years for our current licensed
products to receive FDA approval. Such approvals may not be granted on a timely
basis, or at all. Moreover, even if FDA approval is granted, such approval may
include significant limitations on indicated uses for which a product could be
marketed.

Both before and after approval is obtained, a product, its manufacturer
and the sponsor of the marketing application for the product are subject to
comprehensive regulatory oversight. Violations of regulatory requirements at
any stage, including the preclinical and clinical testing process, the approval
process, or post-approval marketing activities may result in various adverse
consequences, including the FDA's delay in approving or refusal to approve a
product, withdrawal of an approved product from the market, and/or the
imposition of criminal penalties against the manufacturer and/or the holder of
the marketing approval for the product. In addition, later discovery of
previously unknown problems relating to a marketed product may result in
restrictions on such product, manufacturer, or the holder of the marketing
approval for the product, including withdrawal of the product from the market.
Also, new government requirements may be established that could delay or
prevent regulatory approval of our products under development. We are also
subject to numerous and varying foreign regulatory requirements governing the
design and conduct of clinical trials and the manufacturing and marketing of
our products. The foreign regulatory approval process may include all of the
risks associated with obtaining FDA approval set forth above, and there can be
no assurance that foreign regulatory approvals will be obtained on a timely
basis, if at all.

WE DEPEND ON THIRD PARTIES WITHOUT WHOSE PARTICIPATION WE WILL NOT BE
SUCCESSFUL; WE MAY NOT HAVE THE NECESSARY PARTICIPATION

We currently rely and intend to continue to rely heavily on third parties
for a variety of functions, including certain functions relating to research
and development, manufacturing, clinical trials management and regulatory
affairs.

There can be no assurance that we will be able to establish and maintain
any new relationships on terms acceptable to us, that we can enter into these
arrangements without undue delays or expenditures, or that these arrangements
will allow us to compete successfully against other companies.

WE LACK SALES AND MARKETING EXPERIENCE AND WILL LIKELY RELY ON THIRD PARTY
MARKETERS

If FDA and other approvals are obtained with respect to any of our
products, we expect to market and sell our products through distribution,
co-marketing, co-promotion or licensing arrangements with third parties. We
have no experience in sales, marketing or distribution of pharmaceutical
products and our current management and staff is not trained in these areas. To
the extent that we enter into distribution, co-marketing, co-promotion or
licensing arrangements for the marketing and sale of our products, any revenues
received by us will be dependent on the efforts of third parties. If any of
such parties were to breach or terminate its agreement with us or otherwise
fail to conduct marketing activities successfully and in a timely manner, the
commercialization of product candidates would be delayed or terminated.

OUR LICENSES REQUIRE SUBSTANTIAL PERFORMANCE ON OUR PART TO REMAIN EFFECTIVE,
INCLUDING THE PAYMENT OF SUBSTANTIAL SUMS; IF WE LOSE A LICENSE, WE WILL LOSE
THE RIGHT TO DEVELOP AND MARKET THE DRUG WHICH IT COVERS

Our possible success is dependent in part on obtaining, maintaining and
enforcing patent and other proprietary rights. Under our current agreements
with Cornell Research Foundation, Inc. and Weill Medical College of Cornell
University, we obtained worldwide, exclusive license under certain patent
applications relating to the preparation of betulinol derivatives used in the
treatment of cancer and for the treatment of HIV and AIDS. We will seek to
acquire additional such licenses in the future. We are required to make
substantial cash payments and achieve certain milestones and requirements,
including, without limitation, filing INDs, obtaining product approvals and
introducing products, to maintain our rights under these licenses. There is no
assurance that we will be able to make required cash payments when due or
achieve the milestones and other requirements. If we do not, we will risk the
loss of our licenses and our right to develop and market our product
candidates. Termination of any of such licenses could result in us being unable
to continue development of our product candidates and production and marketing
of approved products, if any. Consequently, termination of any of the licenses
would have a material adverse effect on the business, financial condition and
results of our operations.

WE MAY NEED ADDITIONAL LICENSES IN THE FUTURE AND IF WE DO NOT ACHIEVE THEM WE
MAY NOT BE ABLE TO MARKET OUR PRODUCTS

We may not retain all rights to developments, inventions, patents and
other proprietary information resulting from any collaborative arrangements,
whether in effect as of the date hereof or which may be entered into at some
future time with third parties. As a result, we may be required to license such
developments, inventions, patents or other proprietary information from such
third parties, possibly at significant cost to us. Our failure to obtain any
such licenses could have a material adverse effect on the business, financial
condition and results of our operations. In particular, the failure to obtain a
license could prevent us from using or commercializing our technology.

OUR TECHNOLOGY MAY CONFLICT WITH PATENTS OWNED BY OTHERS AND WE MAY BE FORCED
TO DISCONTINUE OUR PRODUCTS OR TO PAY OUT SUBSTANTIAL SUMS

There may be patent applications and issued patents belonging to
competitors that may require us to redesign, revise, or reconstruct our
products, pay licensing fees or cease certain activities. If our products
conflict with patents that have been or may be granted to competitors,
universities or others, such other persons could bring legal actions against us
claiming damages and seeking to enjoin manufacturing and marketing of the
affected products. If any such actions are successful, in addition to any
potential liability for damages, we could be required to obtain a license in
order to continue to manufacture or market the affected products. There can be
no assurance that we would prevail in any such action or that any license
required under any such patent would be made available on acceptable terms or
at all. Failure to obtain a license could prevent us from making, using or
marketing our products or technology. There is significant litigation in the
biopharmaceutical industry regarding patent and other intellectual property
rights. Any litigation involving us could require dedication of substantial
resources and could have a material adverse effect on our business, financial
position and results of operations.

OUR OTHER INTELLECTUAL PROPERTY RIGHTS MAY NOT BE STRONG ENOUGH TO PROTECT US
AND WE MAY, THEREFORE, BE SUBJECT TO OTHERS APPROPRIATING OUR RIGHTS

In addition to patents, patent applications and licenses, we will also
rely on unpatented technology, trade secrets and information. No assurance can
be given that others will not independently develop substantially equivalent
information and techniques or otherwise gain access to our technology or
disclose such technology, or that we can meaningfully protect its rights in
such unpatented technology, trade secrets and information. We will require each
of our employees, consultants and advisors to execute a confidentiality
agreement at the commencement of an employment or consulting relationship with
us. The agreements will generally provide that all inventions conceived by the
individual in the course of employment or in providing services to us and all
confidential information developed by, or made known to, the individual during
the term of the relationship shall be our exclusive property and shall be kept

confidential and not disclosed to third parties except in limited specified
circumstances. There can be no assurance, however, that these agreements will
provide meaningful protection for our information in the event of unauthorized
use or disclosure of such confidential information.

WE ARE DEPENDENT UPON SCIENTIFIC PERSONNEL NOT EMPLOYED BY US AND THE LOSS OF
THEIR SERVICES MAY IMPAIR OUR ABILITY TO SUCCEED TO DEVELOP OUR DRUGS

We are dependent upon certain key scientific personnel who are not
employed by us, including the principal investigator with respect to our first
product candidate. The loss of the investigator's services could have a
materially adverse effect on us, unless a qualified replacement could be found.
We have no control over whether our principal investigator or other scientific
personnel will choose to remain involved with our projects. These individuals
are not bound by contract to us nor employed by us. They might move on to other
research.

WE MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL EITHER AS
EMPLOYEES OR AS CONSULTANTS AND, WITHOUT SUCH PERSONNEL, WE MAY NOT BE
SUCCESSFUL IN OUR PRODUCT DEVELOPMENT

Competition for qualified employees among companies in the
biopharmaceutical industry is intense. Our future success depends upon our
ability to attract, retain and motivate highly skilled employees. Our present
management has no clinical or other experience in the development of
pharmaceutical products. Attracting desirable employees will require us to offer
competitive compensation packages, including stock options. In order to
successfully commercialize our products, we must substantially expand our
personnel, particularly in the areas of clinical trial management, regulatory
affairs, business development and marketing. There can be no assurance that we
will be successful in hiring or retaining qualified personnel. Managing the
integration of new personnel and our growth generally could pose significant
risks to our development and progress. The addition of such personnel may result
in significant changes in our utilization of cash resources and our development
schedule.

THERE IS SUBSTANTIAL UNCERTAINTY RELATED TO HEALTH CARE REFORM MEASURES AND
REIMBURSEMENT BY MANAGED HEALTH CARE ORGANIZATIONS AND IT IS POSSIBLE THAT
ADVERSE DEVELOPMENTS IN EITHER AREA WOULD IMPEDE OUR ABILITY TO MARKET OUR
PRODUCTS

In recent years, there have been numerous proposals to change the health
care system in the United States. Some of these proposals have included measures
that would limit or eliminate payments for certain medical procedures and
treatments or subject the pricing of pharmaceuticals to government control.
Significant changes in the health care system in the United States or elsewhere
might have a substantial impact on the manner in which we conduct our business.
Such changes also could have a material adverse effect on our ability to raise
capital. Furthermore, our ability to commercialize products may be adversely
affected to the extent that such proposals have a material adverse effect on the
business, financial condition and profitability of other companies that are our
collaborators or prospective collaborators.

In addition, if government and third party payors for uses of our products
do not provide adequate coverage and reimbursement levels, the market acceptance
of such products would be adversely affected.

WE MAY BE EXPOSED TO PRODUCT LIABILITY RISKS AND MAY HAVE LIMITED INSURANCE
AVAILABLE

Our business will expose us to potential product liability risks which are
inherent in the testing, manufacturing, marketing and sale of human vaccine and
therapeutic products, and there can be no assurance that we will be able to
avoid significant product liability exposure. Product liability insurance for
the biopharmaceutical industry is generally expensive, if available at all. We
have obtained product liability insurance coverage in the amount of $1,000,000
per occurrence, subject to a $10,000,000 aggregate limitation. However, there
can be no assurance that our insurance coverage is now or will continue to be
adequate as we further develop products. In addition, our license and
development agreements require us to obtain product liability insurance and it
is possible that license and collaborative agreements that we may enter into in
the future may also include such a requirement. There can be no assurance that
in the future adequate insurance coverage will be available in sufficient
amounts or at a reasonable cost, or that a product liability claim or recall
would not have a material adverse effect on us.

WE MAY USE HAZARDOUS MATERIALS THAT MAY SUBJECT OUR COMPANY TO LIABILITY

Our research and development work and manufacturing processes may involve
the use of hazardous, controlled and radioactive materials. We are subject to
federal, state and local laws and regulations governing the use, manufacture,
storage, handling and disposal of such materials and certain waste products.
Although we and our contractors will maintain safety procedures for handling and
disposing of such materials that we and they believe comply with the standards
prescribed by such laws and regulations, the risk of accidental contamination or
injury from these materials cannot be completely eliminated. In such event, we
could be held liable for any damages that result and any such liability could
exceed our resources. There can be no assurance that we will not be required to
incur significant costs to comply with environmental laws and regulations, or
that our operations, business or assets will not be materially or adversely
affected by current or future environmental laws or regulations.

WE MAY BE REQUIRED TO COMPLY WITH RULES REGARDING ANIMAL TESTING AND THIS MAY
LIMIT THE SUCCESS OF OUR TESTING PROGRAM

The research and development efforts sponsored by us involve laboratory
animals. We may be adversely affected by changes in laws, regulations or
accepted procedures applicable to animal testing or by social pressures that
would restrict the use of animals in testing or by actions against us or our
collaborators by groups or individuals opposed to such testing.

RISKS RELATING TO OUR SECURITIES

THE COMMON STOCK THAT WE ARE OFFERING IN THIS PROSPECTUS IS A "PENNY STOCK;"
BECAUSE "PENNY STOCK" RULES WILL APPLY, YOU MAY FIND IT DIFFICULT TO SELL THE
SHARES YOU PURCHASE IN THIS OFFERING

A "penny stock" is a common stock that is not listed on a securities
exchange and trades for less than $5.00 a share. Prices often are not available
to buyers and sellers and the market may be very limited. Penny stocks in
start-up companies are among the riskiest equity investments. Broker-dealers who
sell penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the Securities and Exchange Commission. The
document provides information about penny stocks and the nature and level of
risks involved in investing in the penny stock market. A broker must also give a
purchaser, orally or in writing, bid and offer quotations and information
regarding broker and salesperson compensation, make a written determination that
the penny stock is a suitable investment for the purchaser, and obtain the
purchaser's written agreement to the purchase. Many brokers choose not to
participate in penny stock transactions. Because of the penny stock rules, there
is less trading activity in penny stock and you are likely to have difficulty
selling your shares of our stock.

THE WARRANTS THAT ARE OFFERED IN THIS PROSPECTUS ARE EXERCISABLE DURING A
PERIOD THAT CONTINUES FOR SEVERAL YEARS AND IF THE CURRENT REGISTRATION
STATEMENT DOES NOT CONTINUE IN EFFECT THE WARRANTS MAY NOT BE EXERCISABLE

The class A redeemable warrants contained in the units may be exercised at
any time from the date this prospectus goes effective for a period of 5 years
and the class B redeemable warrants contained in the units may be exercised at
any time from the date this prospectus goes effective for a period of 7 years.
We intend to keep our registration statement current so long as any of the
warrants are outstanding. However, if a current registration statement is not in
effect, you will not be able to exercise either of the warrants contained in the
units.

THERE IS NO PUBLIC MARKET FOR OUR SHARES AND NONE MAY DEVELOP IN WHICH EVENT AN
INVESTOR MAY NOT BE ABLE TO DISPOSE OF ITS SHARES

We intend to have our stock quoted on the over-the-counter bulletin board.
Assuming there is a market for our shares, the market price of the shares may be
highly volatile.

There is currently no public market for our shares and no market may
develop or be sustained after the offering. If a market develops, the market
price of our shares may decline below the initial public offering price. The
sale of a small number of our units in the offering, or sales to a small number
of holders, could result in few of our shares available for public trading. It
would thus be very difficult for an active trading market to develop for our
shares.

THE RIGHT TO EXERCISE THE WARRANTS MAY BE LOST IF WE CALL THE WARRANTS

We have the right to call the class A warrants at a price of $.001 per
warrant if our common stock trades for at least 5 consecutive days at $.75 per
share. We also have the right to call the class B warrants at a price of $.001
per warrant if our common stock trades for at least 5 consecutive days at $1.25
per share. Unless a warrant holder exercises his warrant at the time it is
called, he will lose his right to exercise the warrant. An investor may not be
able or willing to exercise his warrant at that time.

OUR SHAREHOLDERS WILL SUFFER IMMEDIATE DILUTION AND MAY BE SUBJECT TO FURTHER
DILUTION IN THEIR OWNERSHIP

The initial public offering price per share is substantially higher than
the net tangible book value of our common stock as of the date of this
prospectus and has been arbitrarily determined by us. Therefore, you will incur
an immediate dilution of approximately $0.238 in net tangible book value per
share of common stock from the price per share that you pay for the common
stock. This amounts to a dilution of 95.2%.

Also, an investor's interest in our shares could be diluted by future
offerings of common stock or securities convertible into common stock. Future
issuance of authorized but unissued shares of capital stock will also have the
effect of diluting an investor's equity interest. There are no limits to our
ability to issue additional authorized shares.

THERE WILL BE A SIGNIFICANT NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE AND THIS
MAY HURT THE MARKET PRICE OF OUR SHARES

The market price of our shares could decline as a result of sales, or the
perception that such sales could occur, of a large number of shares available
in the public market after this offering. Such sales also might make it more
difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate.

Before this offering, as of June 25, 2004, 283,650,000 of our shares were
outstanding. Some of these shares are subject to certain volume restrictions on
transfer the date this offering goes effective, and therefore are not freely
tradeable in the public market; however, they can be sold under certain
circumstances.

All of our shares are subject to a one-year lock-up agreement from the
date of this prospectus which prohibits any sales of those shares during that
one-year period.

After this offering, assuming that all units are sold, we will have
outstanding 20,000,000 shares immediately freely tradeable in the market. In
addition, if all units are sold and all of the class A redeemable warrants,
class B redeemable warrants and placement agent warrants are exercised, an
additional 66,400,000 shares will be available for sale in the public market.
The remainder of our shares will not be tradeable at all until the expiration
of the one-year lock up.

NUMBER OF SHARES
------------------

Shares outstanding prior to the date of this prospectus (subject, in some cases, to
volume limitations and, in all cases, to a one year lockup) .......................... 283,650,000
Shares sold pursuant to this prospectus ............................................... 20,000,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to
volume limitations and assuming no warrants have been exercised) ..................... 303,650,000
Exercise of all class A redeemable warrants and class B redeemable warrants ........... 60,000,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to
volume limitations and assuming all the class A redeemable warrants and the
class B redeemable warrants have been exercised) ..................................... 363,650,000
Exercise of all underwriter warrants .................................................. 6,400,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to
volume limitations and assuming all of the warrants have been exercised) ............. 370,050,000
===========

NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve
substantial known and unknown risks and uncertainties. In some cases you can
identify these statements by forward-looking words such as "anticipate,"
"believe," "estimate," "expect," "intend," "may," "plans," "project," and
similar expressions. You should read statements that contain these words
carefully because they discuss the development stage in which we are operating;
our lack of revenues; our ability to continue as a going concern; our possible
need for additional financing; the uncertainty of market acceptance of our
products once introduced; competition; technological obsolescence; patentability
of our products; ability to not violate others' rights; dependence on key
personnel, as well as other factors detailed in "Risk Factors" above and
elsewhere in this prospectus. Before you invest in our company, you should be
aware that the occurrence of the events described in these risk factors and
elsewhere in this prospectus could have a material adverse effect on our
business, results of operations and financial position and, thus, on your
investment.

USE OF PROCEEDS

We have, to date, relied on capital contributions from private investment,
loans from our management and debt placement to fund operations. Management has
determined that, based upon an assumption that we earn no revenues during the 12
month period following the commencement of this offering, we will need
$1,220,000 in order to fund our operations for that period, and, thus, given the
expenses of the offering and the amounts required to pay outstanding debts and
expenses, we will need to raise at least $3,000,000 in this offering. If we do
earn revenues, which is unlikely, we will need fewer funds from this offering to
cover our expenses and, thus, we will have more funds available for business
development. The $3,000,000 will be expended as follows: placement agent
commissions and expense allowances of $330,000, offering expenses of $200,000,
accrued expenses of $200,000, debt of $1,050,000, including interest, and first
year expenses of $1,220,000. We have issued a promissory note to Joel San
Antonio on July 18, 2002, our chairman of the board, in the principal amount of
$350,000 bearing interest at the rate of 15% per annum. We repaid $225,000 of
this loan. The balance of the note is due on September 1, 2004. We intend to
repay the balance of this note when it is due, with interest, from the proceeds
of this offering if we raise at least $1,000,000. The funds from this note were
used to pay a portion of the payments due under the License Agreement and
Sponsored Research Agreements that we entered into with Cornell. In addition,
commencing in November 2003 through June 2004 we borrowed $800,000 by issuing 11
promissory notes each bearing interest at the rate of 20% per annum. Each are
due with interest one year from the date issued. These funds were also used for
the same purpose as the funds received from Mr. San Antonio for the expenses in
connection with such agreements. We expect to need additional funds for the
second 12 months' operational expenses and to accomplish additional plans
described in this prospectus. Even if we raise the entire amount in this
offering, we will need either to raise

additional funds or realize revenues from our business activities to meet our
cash requirements for the planned activities in the second year. We intend to
repay these notes as they become due, with interest, from the proceeds of this
offering if we raise at least $2,500,000. With respect to the notes that are not
payable to Mr. San Antonio, if those notes were issued in violation of the
private offering rules, they might be payable in the event of a rescission which
may be earlier then the time they are due.

The net proceeds to us from the sale of the 20,000,000 units offered
hereby, at a price of $.25 per unit and after deducting the placement agent's
commission, expenses of this offering and other estimated expenses payable by
us, are estimated to be approximately $4,250,000 if all shares are sold. We
expect to use the net proceeds to fund research and development of
chemotherapeutic technology and clinical trials relating to the
chemotherapeutic agents and other product candidates for working capital and
general corporate purposes. In particular, we must make payments in the next 12
months of $300,000 in connection with the development of our products and of
$150,000 under our license agreement for the two products.

We believe that the net proceeds of this offering, if all units are sold,
together with our present capital resources, should be sufficient to fund
operations at least through March 2006 based on our current operating plan. No
assurance can be given that there will be no change that would consume our
liquid assets before such time. We may require substantial funds in addition to
the proceeds of this offering to conduct development activities, preclinical
studies, clinical trials and other activities relating to the commercialization
of any potential products. We cannot currently estimate with any accuracy the
amount of these additional funds because it may vary significantly depending on
results of research and development and product testing, potential relationships
with in-licensors and collaborators, changes in the focus and direction of our
research and development programs, competitive and technological advances, the
cost of filing, prosecuting, defending and enforcing patent claims, the
regulatory approval process, manufacturing, marketing and other costs associated
with commercialization of products following receipt of regulatory approvals and
other factors. We anticipate that we will seek these funds from external
sources, such as future offerings of equity or debt securities, including
agreements with corporate partners and collaborators with respect to the
development of our technology. There can be no assurance, however, that we will
be able to negotiate such arrangements or obtain the additional funds it will
require on acceptable terms, if at all.

Pending such uses, we will invest the net proceeds from this offering in
short-term, interest bearing investment grade securities.

Our use of the proceeds of this offering will depend in large measure upon
the amount of units that are sold.

We intend to use the proceeds of this offering at various levels of unit
sales as follows:

IF $250,000 IF $500,000 IF $1,000,000 IF $2,500,000 IF $3,000,000 IF $4,000,000 IF $5,000,000
OFFERING PROCEEDS IS RAISED IS RAISED IS RAISED IS RAISED IS RAISED IS RAISED IS RAISED
- -------------------------------- ----------- ----------- ------------- ------------- ------------- ------------- -------------

Placement Agent's
commission equal to 8% of
the total amount sold in
this offering ................. $ 20,000 $ 40,000 $ 80,000 $ 200,000 $ 240,000 $ 320,000 $ 400,000
Placement Agent's
Non-Accountable
Expense Allowance of 3%
of the total amount sold in
this offering ................. $ 7,500 $ 15,000 $ 30,000 $ 75,000 $ 90,000 $ 120,000 $ 150,000
Legal, accounting, printing
fees and other offering
expenses ...................... $150,000 $150,000 $ 150,000 $ 200,000 $ 200,000 $ 200,000 $ 200,000
Accrued expenses to the date
of this prospectus ............ $ 0 $ 60,000 $ 200,000 $ 200,000 $ 200,000 $ 200,000 $ 200,000
Repayment of our debt, plus
interest ($125,000)............ $ 0 $ 0 $ 125,000 $1,050,000 $1,050,000 $1,050,000 $1,050,000
Our payments due under
License Agreement with
Cornell University, our
Research Agreement with
the Foundation and our
Consulting Agreement with
Dr. Saxena .................... $ 47,500 $ 85,000 $ 230,000 $ 560,000 $ 560,000 $ 560,000 $ 560,000
Our FDA expenses, patent
application fees and
Patent legal fees ............. $ 25,000 $ 50,000 $ 85,000 $ 52,000 $ 152,000 $ 200,000 $ 200,000
Compensation to a Chief
Financial Officer and a
Chief Engineer Scientist to
be engaged .................... $ 0 $ 0 $ 0 $ 0 $ 100,000 $ 300,000 $ 300,000
Compensation of current
officers, directors and
employees and
administrative costs .......... $ 0 $100,000 $ 100,000 $ 163,000 $ 368,800 $ 600,000 $ 600,000
Compensation to additional
office staff to be engaged .... $ 0 $ 0 $ 0 $ 0 $ 35,000 $ 35,000 $ 35,000
Public Relations ............... $ 0 $ 0 $ 0 $ 0 $ 0 $ 72,000 $ 72,000
Expanded Facility and Rent ..... $ 0 $ 0 $ 0 $ 0 $ 4,200 $ 100,000 $ 100,000
Research and Development of
New Compounds ................. $ 0 $ 0 $ 0 $ 0 $ 0 $ 200,000 $ 725,000
Reserve for product testing
and trials .................... $ 0 $ 0 $ 0 $ 0 $ 0 $ 28,000 $ 350,000
Working Capital ................ $ 0 $ 0 $ 0 $ 0 $ 0 $ 15,000 $ 58,000
-------- -------- ---------- ---------- ---------- ---------- ----------
$250,000 $500,000 $1,000,000 $2,500,000 $3,000,000 $4,000,000 $5,000,000
======== ======== ========== ========== ========== ========== ==========

In the event we do not sell all of the units offered in this offering, the
placement agent's commissions will be lower because they are based upon the
amount raised, but other offering expenses will not be reduced, nor will debt
repayment or accrued expenses.

If less than $3,000,000 is raised, we may not have sufficient funds
available to pay our expenses and carry out our immediate business plan.

DIVIDEND POLICY

We do not intend to pay any cash dividends with respect to our common stock
in the foreseeable future. We intend to retain earnings, if any, for use in the
operation of our business and to fund future growth.

CAPITALIZATION

The following table sets forth our total capitalization as of March 31,
2004.

Long-term Obligations ........................................... $ 0
Stockholders' capital deficiency: common stock, $.0001 par value,
750,000,000 shares authorized, 283,650,000 shares issued and
outstanding .................................................... $ 28,365
Additional paid-in capital ...................................... $ 1,268,019
Deficit accumulated in development stage ........................ $(1,771,106)
-----------
Total stockholders' capital deficiency .......................... $ (474,722)
-----------
Total capitalization ............................................ $ (474,722)
===========

DILUTION

Our net tangible book value deficiency as of March 31, 2004 was
$(643,216), or ($.002) per share of common stock. Net tangible book value per
share is equal to the amount of total tangible assets (total assets less
intangible assets) less total liabilities, divided by the number of shares of
common stock outstanding on March 31, 2004. Assuming the sale of all of the
units offered pursuant to this prospectus at a price of $.25 per unit, then,
after deducting placement commissions and estimated offering expenses
aggregating $750,000 (but without taking into account the shares issuable upon
exercise of the warrants), the net tangible book value of our company as of
March 31, 2004 would have been $3,775,278, or $.012 per share of common stock.
This represents an immediate increase in net tangible book value of $.014 per
share to existing stockholders and an immediate dilution in net tangible book
value of $.238 per share to new investors. The following table illustrates this
per share dilution:

Assumed initial public offering price per share ................... $ .25
Net tangible book value per share before this offering ............ ($.002)
Increase in net tangible book value attributable to new investors . $.014
Net tangible book value per share after this offering ............. $.012
Dilution per share to new investors ............................... $.238
Percentage dilution ............................................... 95.2%

Assuming the sale of half (10,000,000) of the units offered pursuant to
this prospectus at a price of $.25 per unit, then, after deducting placement
commissions and estimated offering expenses aggregating $475,000 (but without
taking into account the shares issuable upon exercise of the warrants), the net
tangible book value of our company as of March 31, 2004 would have been
$1,550,278, or $.005 per share of common stock. This represents an immediate
increase in net tangible book value of $.007 per share to existing stockholders
and an immediate dilution in net tangible book value of $.245 per share to new
investors. The following table illustrates this per share dilution:

Assumed initial public offering price per share ................... $ .25
Net tangible book value per share before this offering ............ ($.002)
Increase in net tangible book value attributable to new investors . $.007
Net tangible book value per share after this offering ............. $.005
Dilution per share to new investors ............................... $.245
Percentage dilution ............................................... 98.0%

Assuming the sale of 1,500,000 of the units offered pursuant to this
prospectus at a price of $.25 per unit, then, after deducting placement
commissions and estimated offering expenses aggregating $241,250 (but without
taking into account the shares issuable upon exercise of the warrants), the net
tangible book value of our company as of March 31, 2004 would have been a
deficiency of ($340,972) or ($.001) per share of common stock. This represents
an immediate increase in net tangible book value of $.001 to existing

stockholders and an immediate dilution in net tangible book value of $.251 per
share to new investors. The following table illustrates this per share
dilution:

Assumed initial public offering price per share ................... $.250
Net tangible book value per share before this offering ............ ($.002)
Increase in net tangible book value attributable to new investors . $.001
Net tangible book value per share after this offering ............. ($.001)
Dilution per share to new investors ............................... $.251
Percentage dilution ............................................... 100.4%

The following table summarizes, on a pro forma basis as of March 31, 2004,
the total number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders for a share of stock and by new investors purchasing units in this
offering:

ALL OF THE UNITS ARE SOLD:

SHARES PURCHASED TOTAL CONSIDERATION
------------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENT NUMBER PERCENT PER SHARE
------------- --------- ------------- --------- --------------

Existing stockholders ......... 283,650,000 93.4% $1,296,384 19% $ .0046
New investors ................. 20,000,000 6.6% $5,000,000 81% $ .2500
----------- ----- ---------- ----- -------
Total ......................... 303,650,000 100.0% $6,296,384 100.0% $ .0207
=========== ===== ========== ===== =======

HALF OF THE UNITS ARE SOLD:

Existing stockholders ......... 283,650,000 96.6% $1,296,384 76% $ .0046
New investors ................. 10,000,000 3.4% $2,500,000 24% $ .2500
----------- ----- ---------- ----- -------
Total ......................... 293,650,000 100.0% $3,796,384 100.0% $ .0129
=========== ===== ========== ===== =======

1,500,000 UNITS ARE SOLD:

Existing stockholders ......... 283,650,000 99.9% $1,296,384 65% $ .0046
New investors ................. 1,500,000 1.5% $ 375,000 35% $ .2500
----------- ----- ---------- ----- -------
Total ......................... 285,150,000 100.0% $1,671,384 100.0% $ .0058
=========== ===== ========== ===== =======

OUR COMPANY AND BUSINESS

BACKGROUND

Marc Pharmaceuticals, Inc. is a start-up development stage pharmaceutical
company focusing on the development and commercialization of innovative products
for the treatment of cancer, HIV, AIDS and other diseases.

We maintain an informational web site which can be found at
www.marcpharmaceuticals.com. The information in our web site is not a part of
this prospectus.

We were incorporated in the State of Delaware on February 21, 2001 with an
authorized capital of 750,000,000 shares of common stock, each with a par value
of $.0001 of which 283,650,000 shares are issued and outstanding. 202,700,000
shares of common stock have been issued at a purchase price of $.0001 per share
to our founders.

Between June 30, 2001 and June 30, 2002, we issued 450,000 shares of our
common stock, at a purchase price of $.0001 per share to six persons for payment
for administrative services rendered in conjunction with our organizing in
February 2001.

In June 2002, we raised $300,000 for operations by issuing 60,000,000
shares of our common stock at a purchase price of $.005 per share.

On July 18, 2002, in consideration for a loan, we issued a promissory note
to Joel San Antonio, the Chairman of the Board of Marc, in the principal amount
of $350,000, bearing interest at the rate of 15% per annum. The note matured on
August 17, 2002 and the maturity date was extended until March 31, 2004. On
March 17, 2004 the maturity date of the note was extended until May 31, 2004. On
May 31, 2004 the maturity date of the note was extended to September 1, 2004. As
consideration for the extension of the note from March 31, 2003 to June 30,
2003, we issued Mr. San Antonio 5,000,000 shares of our common stock. No
additional consideration was granted for the additional extensions. We repaid
$225,000 of this loan.

Between August 2002 and September 2003, we raised $750,000 for operations
issuing 15,000,000 shares of our common stock at a purchase price of $.05 per
share.

In January 2004 we issued 500,000 shares of our common stock to an
individual when he joined our Board of Directors.

Commencing in November 2003 through June 2004, we borrowed $800,000 for
operations by issuing 11 promissory notes each bearing interest at a rate of 20%
per annum, and each due with interest one year from the date issued. These notes
were offered to all accredited individuals, all but one whom were our
stockholders at the time they were offered these notes. We did not seek
investors outside of our own stockholders and a few other individuals who are
longstanding business associates of our officers. We did not use this prospectus
as part of a solicitation for the sale of the notes. Nevertheless, either the
Securities and Exchange Commission, a state securities regulator or one or more
of the note holders from the note offering may at some time assert the position
that the note offering was an unregistered public offering. If such position
were to prevail, several possible consequences might ensue, including rescission
or enforcement proceedings involving our company and our principals.

To date we have had no sales and no revenues. We are uncertain as to when,
if ever, we will generate revenues.

CURRENT PRODUCT CANDIDATES

We have two product candidates that are both derivatives of betulinol.
Betulinol is a naturally occurring compound that is isolated from the outer
layer of the bark of the white birch tree whose Latin name is Betula Alba. It
was first mentioned as an antiseptic more than 100 years ago. By altering a
specific atom or group of atoms in a betulinol molecule, the resulting new
molecule is known as a betulinol derivative. These derivatives are developed on
our behalf at certain laboratory facilities at Cornell University that are
dedicated to our research activity.

The first product candidate is a betulinol derivative that can be attached
(or conjugated) to a cancer-fighting drug in order to act as a site-directed
chemotherapeutic agent to treat cancer. Such a combination is known as a
conjugate. By attaching to a cancer therapy through this process of conjugation
and directing it to be delivered in a highly directed manner to cancer cells,
avoiding healthy cells, this allows a higher concentration of cancer-fighting
drugs to be directed toward the cancer cells without harming healthy cells. One
of the biggest problems with current chemotherapies for cancer is the damage
they cause to healthy cells. This damage appears to be minimized by our first
product candidate.

The second product candidate is a betulinol derivative which appears to be
effective as an anti-HIV agent that could be used both systemically (i.e., as a
general whole body therapy) as an AIDS therapy, or locally to inhibit the growth
and transmission of HIV through sexual activity.

Although there are preliminary indications that our compounds may be
effective in treating cancer and HIV and AIDS, our compounds and their
derivatives have not been proven effective in treating cancer or HIV and AIDS or
in preventing HIV and AIDS and our compounds and their derivatives have not yet
been proven safe for administration to human beings.

With respect to each of these products, we entered into an exclusive
license agreement with Cornell University. Under this agreement we received
exclusive licenses under certain patent applications pertaining to our products.
Through two sponsored research agreements, we have engaged the University to
develop methods of attaching certain betulinol derivatives to antibodies
targeted to cancer cells and for use in the treatment of HIV.

CANCER THERAPEUTICS

Our principal investigator discovered certain derivatives of betulinol that
were active against a wide array of malignant tumors. As with many
chemotherapeutic agents, when employed in the high concentrations frequently
required to be effective against cancer cells, these highly toxic drugs give
rise to undesirable, and often severe, side effects. This drawback appears to be
overcome by our technology which couples the active anti-tumor agent (betulinol
derivative) with an antibody targeted to a specific cancer (e.g., a monoclonal
antibody) to form a conjugate, or an attachment of the two entities. In use, the
antibody (which is designed to bind to specific cells in the body) acts to carry
the active anti-tumor agent to the site of the tumor, thereby sparing other body
tissues from the adverse effects of the anti-tumor agent. Although the concept
of site directed chemotherapy is not new, only a few cancer-fighting drugs have
been successfully coupled to antibodies. This technique may make it possible to
achieve anti-tumor activity with lower doses of the anti-tumor agent and without
many of the undesirable side effects customarily associated with chemotherapy.

We are working toward bringing the betulinol derivatives and the betulinol
conjugate therapy from a laboratory development to an approved human cancer
treatment. This will involve research including safety and efficacy testing in
cancer cell lines and tumor transplants in mice prior to testing in humans,
development of a successful human dosage form for the conjugate, and design and
performance of the tests required for approval of the betulinol product by the
regulatory authorities in the United States and elsewhere.

Cancer is not a simple disorder, but is rather a set of different diseases,
each of which is characterized by aberrations in cell growth and
differentiation. The establishment and spread of a tumor is a function of its
growth characteristics and its ability to suppress or evade the body's normal
defenses, including surveillance and elimination of cancer cells by the immune
system. Eradication of malignant cells which can spread to vital organs, leading
to death, is central to the effective treatment of cancer.

To date, the principal therapies for cancer have been surgery, radiation
and chemotherapy. Despite recent advances in treatment, cures in many cancer
areas continue to suffer from serious limitations. A significant drawback to
conventional anti-cancer therapy is that hidden or residual disease is difficult
or impossible to eliminate fully, which can lead to relapse. Surgery may be used
to remove primary masses of some solid tumors; however, it cannot be used to
remove widespread hidden disease. Conventional treatment with combination
chemotherapy and radiation may not be capable of eradicating cancers completely
because of inadequate potency at the tumor site resulting from limitations on
drug or radiation

doses due to potential side-effects to healthy tissues. Moreover, while more
recently introduced biological drugs, such as interferons, have in some cases
represented an improvement over traditional drug therapy, they have proven
effective only on a limited basis and only in certain types of cancer and they
have adverse side effects.

The use of chemotherapeutic agents in the treatment of cancer has become a
routine procedure for the treatment of cancer, especially where the cancer has
progressed to an advanced stage. Unfortunately, chemotherapeutic agents not only
act on malignant cells but have adverse effects on the non-targeted cells as
well, particularly on the rapidly proliferating cells of the gastrointestinal
tract and bone marrow. When chemotherapeutics are administered in high
concentrations, usually required to be effective in killing cancer cells, these
poisonous drugs cause severe side effects. Our technology is designed to serve
as a targeting system to deliver the chemotherapeutic betulinol derivative
compound to treat cancer at a specific site in the body. Our technology is
designed to fulfill a need for chemotherapeutic agents and especially for
site-directed chemotherapeutic agents.

Currently, the technology includes a conjugate for prostate and testicular
cancer and we are developing other derivatives for use in treating cancer
located in different organs such as the ovaries.

Eight betulinol derivatives with suitable structural modifications for
conjugation or attachment to antibodies were synthesized, and evaluated using
mass spectrometry and nuclear magnetic resonance techniques. These are typical
evaluation techniques for this type of analysis. In addition, the research
identified and optimized an efficient scheme for coupling the betulinol
derivatives to prostate tumor-specific antibodies, achieving efficacious
results.

The eight betulinol derivatives were evaluated in an artificial environment
for their activity in killing cancer cells. Certain of our betulinol derivatives
demonstrated substantial ability to kill the tested cancer cells, with one being
the most effective. Conjugation of the most effective betulinol derivative to an
antibody targeted to the prostate further increased the effectiveness of the
conjugated betulinol derivative.

Our principal investigator at Cornell reports that the cancer therapeutic
has, through the date of this prospectus, been tested exclusively in a simulated
laboratory environment and in mice that are genetically bred to not be able to
produce antibodies. Antibodies are normally produced by living organisms such as
humans and mice to combat the presence of dangerous conditions, such as cancer,
which the organism discovers in itself. By utilizing these specially bred mice,
the results of the cancer therapeutic may be measured without interference from
the mouse's own antibodies.

The investigators have transplanted prostate cancer cell cultures in the
form of tumors into these mice by injection. They then injected the cancer
therapeutic into the same mice. Results have been substantially consistent in
showing that our licensed compound has killed the cancer cells while not
affecting normal cells. To date, the cell cultures that have been introduced
into the mice have been developed in the laboratory.

Over the next twelve months, two more investigatory processes will be
conducted and, if they are successful, we will file an IND with the FDA. Then,
we will be required to wait for FDA approval of the IND before additional
testing is commenced. Because it is anticipated that the next two processes will
be conducted over a period of four to six months, it is likely that FDA approval
of the IND will not occur prior to the end of the twelve month period and,
therefore, it is likely that no additional testing of the cancer therapeutic
will occur during that period.

The beginning of the next phase is already in process. Our laboratory is
growing three dimensional prostate tumors in agar gelatin, in both the presence
and the absence of the cancer therapeutic. The expected result will be that the
tumors will grow in the gelatin which does not have the compound present but
will not grow in the gelatin where the compound is present. This test must be
repeated. If this result is, in fact achieved, the testing will move to the next
step.

are genetically devoid of an immune system and the same results will be sought.
Then the investigator will study of tumor tissue prior to the drug treatment
and after the drug treatment to determine the success of the experiment.

If these steps are also successful, we will then file the IND for the
cancer therapeutic, in connection with the treatment of prostate cancer, with
the FDA. Later, as additional cancers are tested and if these tests are
successful, additional FDA filings will be made.

HIV THERAPEUTICS

Currently, there are three classes of anti-HIV drugs in clinical use,
namely: (1) RT inhibitors such as AZT, (2) Protease inhibitors, and (3) fusion
inhibitors. These drugs which are described below, are expensive, have adverse
side effects and patients develop drug resistance. Our researchers have
discovered that certain betulinol compounds have significant anti-HIV activity,
which we hope could be used either systemically as an AIDS therapy for the whole
body, or locally to inhibit the growth and transmission of HIV through sexual
activity.

Human Immunodeficiency Virus (HIV), the virus that causes AIDS, has reached
pandemic proportions in the world. Some one million people are infected with HIV
in the U.S. alone and more than 40 million are infected worldwide. Each day
approximately 12,000 adults and 1,800 children become infected. Currently, there
are three classes of drug treatments for HIV, as stated above.1 However, these
currently acceptable treatment drugs are limited by either their toxicity or the
emerging drug-resistant strains of the virus. These drugs are costly, difficult
to manufacture, and have adverse side effects. Patients also frequently develop
drug resistance, and can no longer use the drug. Therefore, the search for new
types of anti-HIV compounds is timely and important.

Betulinol derivatives, such as di-methyl ester, aldehyde and bi-acetate,
were synthesized in Cornell University's laboratory in 1995-96. The laboratory
found that these compounds have significant anti-HIV activity. On our behalf,
the University intends to investigate in detail their spectrum of activity
against HIV, against drug resistant HIV and to make an effort to determine their
mechanism of action. There can be no assurance that any claims will be granted
on this application.

Our researchers' ultimate goal is to determine the range of anti-viral
effects utilizing various types of cells and define the mechanism of actions of
these compounds, compare their activities to known anti-HIV drugs, and
investigate potential synergy of these compounds with different classes of
existing HIV drugs. These determinations and definitions will help characterize
one or more derivatives as lead compounds in the development of an anti-HIV
agent.

The steps taken before filing the cancer therapeutic IND will similarly be
taken before filing the HIV therapeutic IND. However, since funding has only
recently been provided by us to Cornell for research, it is likely that these
steps will be taken at a slower pace. Nevertheless, various testing procedures
have been conducted at Cornell with respect to the HIV compound without any
outside funding so the process will continue at an intermediate stage. It is
likely that the IND will not be filed, if at all, before the second quarter of
2005.

MATERIAL AGREEMENTS

License Agreement
-----------------

On June 19, 2002 we entered into an exclusive license agreement with
Cornell Research Foundation, Inc., which is a wholly owned subsidiary of Cornell
University and holds all intellectual property rights developed by the faculty
of Cornell University. (Weill Medical College is one of the schools of Cornell
University.) Under this license agreement we acquired the worldwide, exclusive
license under certain U.S. and foreign patent applications covering certain
betulinol derivatives, and their use to treat cancer as

- ----------
1 Common HIV drug therapy includes cocktail drug regimen, which may utilize
nucleoside analogs like 3'-azido-3'-deoxythymidine (AZT) 2',
3'-dideoxyinosine (ddC) and 2',3'-dideoxycytidine.

site-directed chemotherapeutic agents. One of the U.S. patent applications
licensed from the Foundation (Serial No. 09/089,894) has been allowed by the
U.S. Patent and Trademark Office. The government issue fee has been paid.
Barring unanticipated developments the patent will be granted shortly by the
U.S. Patent and Trademark Office. A second U.S. patent application (that is a
continuation of Serial No. 09/089,894) is pending in the U.S. Patent and
Trademark Office. The U.S. Patent and Trademark Office has begun to examine the
application and a first formal office action was issued on July 20, 2004. This
is the first substantive action on the application by the U.S. Patent and
Trademark Office and must be answered within six months. It is not possible to
predict the precise timetable for the entire examination of a U.S. patent
application. The U.S. Patent and Trademark Office web site (www.uspto.gov)
reports the average pendency of a patent application in the year 2003 was 26.7
months. There can be no assurance that any claims will be granted on this
application. The European Patent Office has also indicated that the counterpart
European Patent Application (licensed to us by the Foundation) is allowable and
the grant of a patent on this application is anticipated shortly. We have
exercised our option to enter into an amendment to the license agreement for
use of certain betulinol derivatives treatment of HIV and AIDS. Accordingly, in
July, 2004 we executed an amendment to the License Agreement. The license
agreement, as amended, gives us an exclusive license under certain patent
applications owned by the Foundation, and also includes the non-exclusive right
to use certain relevant technical information and know-how, as well as rights
to certain future developments, if any. In addition to royalty fees described
below, we have agreed to pay the Foundation up to an aggregate of $2,187,500
over the term of the agreement from the submission of an investigational new
drug application (IND) to the U.S. Food and Drug Administration approval as
follows:

Submission of an IND ......................................... $ 50,000
Initiation of Phase I Clinical Trial ......................... $ 62,500
Initiation of Phase II Clinical Trial ........................ $ 125,000
Initiation of Phase III Clinical Trial ....................... $ 200,000
FDA (or equivalent) Approval ................................. $1,000,000
1 Year Anniversary from FDA (or equivalent) Approval ......... $ 750,000

To date we have paid the Foundation a license initiation fee of $50,000 for
the cancer therapeutic and $25,000 for the HIV compound and we shall pay an
additional $25,000 for the HIV compound on November 1, 2004.

We are required to pay the Foundation royalties equal to 7% of the net
sales of the licensed product, less 50% of any royalties paid by us to a third
party with respect to the sale of the product with respect to which such net
sales were earned. However, in no event will the royalty payable to the
Foundation be less than 4%. We are also required to pay the Foundation a minimum
annual royalty of $100,000 beginning in the contract year following the contract
year in which the first sale of a licensed product occurs.

Although it is impractical to predict when, or if, each of the milestones
may be achieved, it is likely that FDA Approval, if it is ever achieved, will
not occur until 2011.

We have committed to the Foundation to spend an aggregate of $10,000,000 by
December 31, 2008 for the development of the technology.

We have the right to grant sublicenses under the license agreement with the
Foundation with prior written approval by the Foundation.

The term of the license agreement with the Foundation shall run until the
licensed patent rights either (1) expire, (2) are finally adjudged or declared
invalid or unenforceable by a non-appealable decision of a court or agency of
competent jurisdiction or (3) become abandoned or unenforceable, whichever
occurs first.

Upon 60 days written notice to the Foundation, we may terminate the license
agreement by (1) ceasing to sell the product, (2) terminating all sublicense
agreements and causing all sub-licensees to cease selling the product and (3)
paying funds then owed to the Foundation under the license agreement.

Thus, we do not own the patents mentioned above but only have rights to
these patents under the license agreement. Under certain circumstances the
license (including our rights to practice under the

patents) can be terminated by the Foundation. The Foundation may terminate the
license agreement on 10 days written notice if we: (1) are in default of our
payment of license fees, milestone payments, royalties, lost reimbursements or
in providing any report; or (2) breach any provision of the license agreement
and do not cure the default within 60 days after we receive written notice.

The Foundation is solely responsible for the preparation, prosecution and
maintenance of the patents for the products and we are responsible to reimburse
the Foundation for all reasonable attorney's fees and expenses, official fees
and any other charges incident to the preparation, prosecution and maintenance
of the patents.

Sponsored Research Agreements
-----------------------------

Cancer Therapeutic. On June 19, 2002 we entered into a sponsored research
agreement with Weill Medical College of Cornell University under which we fund
certain research relating to betulinol derivatives intended for use in treating
cancer. The research agreement has a 3-year term and may be extended or renewed
by mutual written agreement. Under this agreement, we have agreed to pay a total
of $1,250,000 all of which we have already paid to the University.

The University, through its principal investigator, is responsible for
conducting the research on the cancer therapeutic agents.

If either party breaches the terms of the agreement, the non-breaching
party may terminate the agreement upon written notice if the breaching party
does not cure the breach within 60 days after receiving such written notice.
Either party may terminate the agreement for any reason upon 90 days prior
written notice to the other party.

We are responsible to procure and maintain an insurance policy of
comprehensive general liability insurance in a minimum amount of $1,000,000 per
incident and $10,000,000 annual aggregate for personal injury, bodily injury and
property damage arising out of our performance under the agreement. Thus
insurance is in place.

HIV Therapeutic. On January 22, 2004 we entered into a sponsored research
agreement with Weill Medical College of Cornell University under which we fund
research relating to betulinol derivatives intended to be used to treat
HIV/AIDS. The research agreement has a term of 3 years and may be extended or
renewed by mutual written agreement. Under the research agreement, we have
agreed to pay a total of $1,000,000 over the term of the agreement as follows:
$187,500 on the receipt of funding under this offering or June 30, 2004
whichever occurs first, then $187,500 within 180 days after the due date for the
first payment, then $312,500 within 14 months after the due date of the first
payment and then $312,500 within 26 months after the due date of the first
payment. Cornell has subsequently agreed that the first $187,500 may be paid in
installments. $75,000 has already been paid and the balance of $112,500 will be
paid by November 12, 2004.

Under the agreement, the University, through its principal investigator, is
responsible for conducting the research of the HIV therapeutic.

If either party breaches the terms of the agreement, the other party may
terminate the agreement upon written notice if the breaching party fails to cure
such breach within 60 days after receiving such written notice. Either party may
terminate the agreement for any reason upon 90 days prior written notice.

Consulting Agreement
--------------------

On September 1, 2002 we entered into a 3-year consulting agreement with Dr.
Brij B. Saxena, a professor at Cornell University and the principal investigator
for the cancer therapeutic. Under this agreement he will perform certain
consulting services for us with respect to matters related to scientific

research in chemotherapy which will include assistance in the preparation of
this prospectus, attendance at meetings with prospective and current investors
and with prospective and current business partners and general advice and
consultation concerning the cancer therapeutic and our business and prospects.
Under the consulting agreement, we have agreed to pay Dr. Saxena $1,000 for
each day that he performs consulting services for us. Either party may
terminate this agreement at any time by giving 30 days prior written notice.

SCIENTIFIC ADVISORY BOARD

We intend at some point in our development efforts that we will be assisted
in our research and development activities by a scientific advisory board. We
intend that the members of the advisory board will be composed of physicians and
scientists who will review our research and development, discuss technological
advances relevant to us and our business and otherwise assist us. Our management
will appoint the members of the advisory board and will appoint any successors
or additions. We are not presently in the process of identifying prospective
advisory board members.

PATENTS AND PROPRIETARY TECHNOLOGY

Our policy is to maintain and protect our proprietary technology. Our
proprietary technology may include inventions developed and owned by others
under which we are licensed. Because we do not own these inventions (and any
patents or patent applications for such inventions) and will only have rights to
protect and sell them under the license agreement, we may be required to make
substantial cash payments and to achieve certain milestones in order to maintain
our license to the inventions. If we fail to make the required payments or
achieve the milestones, we risk the loss of rights to the inventions and the
right to develop and market products based on the invention. Furthermore, if the
owner of the rights to the inventions fails to obtain and maintain any patents
for one or more of the inventions, we may not be able to prevent competitors
from developing and marketing products based on that invention.

Our proprietary technology may also include inventions which we develop and
own. We may in the future sponsor the development of an invention from inception
with an independent laboratory as opposed to a government agency or educational
institution, and, in such event, we will most likely own all rights to that
invention. We intend to seek United States patent protection for inventions
owned by the company, and we intend to file counterpart foreign applications for
such inventions in order to protect the inventions in our important markets
outside the U.S. Therefore, any patent protection for these inventions will be
owned by the company and it will be the responsibility of the company to obtain
and maintain any patents for the technology.

Under our current license agreement with Cornell University, we have been
granted a worldwide, exclusive license under certain patent applications
relating to the preparation of betulinol derivatives for use in the treatment of
cancer. We have exercised our option to extend the license agreement to cover
certain patent applications for treating HIV and AIDS. The cancer treatment
technology is the subject of two U.S. Patent Applications filed by Cornell
Research Foundation, Inc. in the United States Patent and Trademark Office.
These applications claim compositions of matter, methods of production and
methods of using betulinol derivatives and conjugates for the treatment of
cancer. Counterpart applications are pending in the European and Canadian Patent
Offices.

A need exists for chemotherapeutic agents and, in particular, for
site-directed chemotherapeutic agents. Only a small number of anti-neoplastic
drugs and toxins have been successfully coupled to antibodies. The cancer
therapeutics that we plan to develop are directed to meeting this need.

Betulinol derivatives selectively attack only cancer cells and by apoptosis
destroy DNA and thereby inhibit cell proliferation. The betulinol derivatives
can be administered orally, parenterally, subcutaneously, intravenously,
intramuscularly, intraperitoneally, by intranasal instillation, by intracavitary
or intravesical instillation, intraocularly, intraarterially, intralesionally,
or by application to mucous membranes, such as, that of the nose, throat, and
bronchial tube. They may be administered alone or with pharmaceutically or
physiologically acceptable carriers, excipients, or stabilizers, and can be in
solid or liquid form, such as tablets, capsules, powders, solutions,
suspensions, or emulsions.

Results of screening of 2 betulinol derivatives, Betulinol Dimethyl Ether
(Cornelon) and Betulonic Aldehyde, by the National Cancer Institute of the
National Institutes of Health, in Bethesda, Maryland, against human lung, breast
and central nervous system cancer cell lines demonstrate that these derivatives
have some anticarcinogenic activity. Cornell University has paid the government
issue fee which means that the patent application for the method of preparing
the betulinol derivatives should shortly be granted as a United States patent. A
patent application filed by Cornell Research Foundation, Inc. directed to
methods of preparing these compounds was allowed by the U.S. Patent and
Trademark Office on December 31, 2003. A divisional of this patent application
directed to methods of treating cancer with these compounds was filed by Cornell
Research Foundation, Inc. in the U.S. Patent and Trademark Office on August 2,
2002.

Our researchers' preliminary data shows that the dialcohol starting
material for these reactions is betulinol, isolated from natural sources.
Betulinol is isolated from the outer layer of the bark of the white birch tree
Betula alba by sublimation, or by alcoholic extraction. The alkylated betulin
derivatives can be prepared in a variety of ways.

Various methods of preparing the alkylated betulin derivatives are claimed
in the patent application filed by Cornell Research Foundation, Inc. that was
approved by the U.S. Patent and Trademark Office on December 31, 2003.

There is also a considerable need for the development of a new HIV
therapeutic that addresses the major problems of viral resistance and drug
toxicity. The HIV therapeutic product is directed to meeting this need.

There can be no assurance that patent applications owned by or licensed to
us will result in patents being issued or that, if issued, the patents will
afford protection against competitors with similar technology. Although a patent
has a statutory presumption of validity in the United States, the issuance of a
patent is not conclusive as to such validity or as to the enforceable scope of
the claims of the patent. There can be no assurance that issued patents owned by
or licensed to us or any patents subsequently issued to or licensed by us will
not be successfully challenged in the future. The validity or enforceability of
a patent after its issuance by the patent office can be challenged in
litigation. The cost of litigation to uphold the validity of patents and to
prevent patent infringement can be substantial. If the outcome of the litigation
is adverse to the owner of the patent, third parties may then be able to use the
invention covered by the patent without payment. There can be no assurance that
patents owned by or licensed to us will not be infringed or successfully avoided
through design innovation.

There may be patent applications and issued patents belonging to
competitors that may require us to alter our products, pay licensing fees or
cease certain activities. If our products conflict with patents that have been
or may be granted to competitors, universities or others, such other persons
could bring legal action against us claiming damages and seeking to enjoin
manufacturing and marketing of the affected products. If any such actions are
successful, in addition to any potential liability for damages, we could be
required to obtain a license in order to continue to manufacture or market the
affected products. There can be no assurance that we would prevail in any such
action or that any license required under any such patent would be made
available on acceptable terms or at all. We believe that there may be
significant litigation in the industry regarding patent and other intellectual
property rights. If we become involved in such litigation, it could consume
substantial resources.

The enactment of the legislation implementing the General Agreement on
Tariffs and Trade has resulted in certain changes to United States patent laws
that became effective on June 8, 1995. Most notably, the term of patent
protection for patent applications filed on or after June 8, 1995 is no longer a
period of seventeen years from the date of grant. Now a United States patent
comes into force on the date of issuance and expires twenty years from the
earliest effective filing date of the patent application. Because the time from
filing to issuance of patent applications is often more than three years, a
twenty-year term from the effective date of filing may result in a substantially
shortened term of patent protection, which may adversely impact our patent
position.

In addition to the patents, patent applications and licenses described
above, we also rely on unpatented technology, trade secrets and information. No
assurance can be given that others will not

independently develop substantially equivalent information and techniques or
otherwise gain access to our technology or disclose such technology, or that we
can meaningfully protect our rights in such unpatented technology, trade
secrets and information. We require each of our employees, consultants and
advisors to execute a confidentiality agreement at the commencement of an
employment or consulting relationship with us. The agreements generally provide
that all inventions conceived by the individual in the course of employment or
in providing services to us and all confidential information developed by, or
made known to, the individual during the term of the relationship shall be the
exclusive property of us and shall be kept confidential and not disclosed to
third parties except in limited specified circumstances. There can be no
assurance, however, that these agreements will provide meaningful protection
for our information in the event of unauthorized use or disclosure of such
confidential information.

GOVERNMENT REGULATION

Our products and we are subject to comprehensive regulation by the FDA in
the United States and by comparable authorities in other countries. These
national agencies and other federal, state, and local entities regulate, among
other things, the preclinical and clinical testing, safety, effectiveness,
approval, manufacture, labeling, marketing, export, storage, record keeping,
advertising, and promotion of our products.

FDA approval of our products, including a review of the manufacturing
processes and facilities used to produce such products, will be required before
such products may be marketed in the United States. The process of obtaining
approvals from the FDA can be costly, time consuming, and subject to
unanticipated delays. There can be no assurance that approvals of our proposed
products, processes, or facilities will be granted on a timely basis, or at all.
Any failure to obtain or delay in obtaining such approvals would adversely
affect our ability to market our proposed products. Moreover, even if regulatory
approval is granted, such approval may include significant limitations on
indicated uses for which a product could be marketed.

The process required by the FDA before our products may be approved for
marketing in the United States generally involves (i) preclinical laboratory and
animal tests, (ii) submission to the FDA of an IND, which must become effective
before clinical trials may begin, (iii) adequate and well-controlled human
clinical trials to establish the safety and efficacy of the product for its
intended indication, (iv) submission to the FDA of a marketing application and
(v) FDA review of the marketing application in order to determine, among other
things, whether the product is safe and effective for its intended uses. There
is no assurance that the FDA review process will result in product approval on a
timely basis, or at all.

An IND is a submission which the sponsor of a clinical trial of an
investigational new drug must make to the FDA, and which must become effective
before clinical trials may commence. The IND submission must include, among
other things, a description of the sponsor's investigational plan; protocols for
each planned study; chemistry, manufacturing, and control information;
pharmacology and toxicology information; and a summary of previous human
experience with the investigational drug.

A New Drug Application (NDA) is an application to the FDA to market a new
drug. The NDA must contain, among other things, information on chemistry,
manufacturing, and controls; nonclinical pharmacology and toxicology; human
pharmacokinetics and bioavailability; and clinical data. The new drug may not be
marketed in the United States until the FDA has approved the NDA.

A Product License Application (PLA) is an application to the FDA to market
a biological product. The PLA must contain, among other things, data derived
from nonclinical laboratory and clinical studies which demonstrate that the
product meets prescribed standards of safety, purity and potency, and a full
description of manufacturing methods. The biological product may not be marketed
in the United States until a product license is issued, and until the
establishment where the product is to be manufactured has been issued an
establishment license.

Preclinical tests include laboratory evaluation of product chemistry and
animal studies to gain preliminary information about a product's pharmacology
and toxicology and to identify any safety problems that would preclude testing
in humans. Products must generally be manufactured according to cGMP and
preclinical safety tests must be conducted by laboratories that comply with FDA
regulations

regarding good laboratory practices. The results of the preclinical tests are
submitted to the FDA as part of an IND and are reviewed by the FDA prior to the
commencement of human clinical trials. Unless the FDA objects to, or makes
comments or raises questions concerning, an IND, the IND will become effective
30 days following its receipt by the FDA and initial clinical studies may
begin, although companies often obtain affirmative FDA approval before
beginning such studies. There can be no assurance that submission of an IND
will result in FDA authorization to commence clinical trials.

Clinical trials involve the administration of the investigational new drug
to healthy volunteers and to patients under the supervision of a qualified
principal investigator. Clinical trials must be conducted in accordance with the
FDA's Good Clinical Practice requirements under protocols that detail, among
other things, the objectives of the study, the parameters to be used to monitor
safety, and the effectiveness criteria to be evaluated. Each protocol must be
submitted to the FDA as part of the IND. Further, each clinical study must be
conducted under the auspices of an Institutional Review Board (IRB). The IRB
will consider, among other things, ethical factors, the safety of human
subjects, the possible liability of the institution and the informed consent
disclosure which must be made to participants in the clinical trial.

Clinical trials are typically conducted in three sequential phases,
although the phases may overlap. During Phase I, when the drug is initially
administered to human subjects, the product is tested for safety, dosage
tolerance, absorption, metabolism, distribution, and excretion. Phase II
involves studies in a limited patient population to (i) evaluate preliminarily
the efficacy of the product for specific, targeted indications, (ii) determine
dosage tolerance and optimal dosage, and (iii) identify possible adverse effects
and safety risks. When a new product is found to have an effect and to have an
acceptable safety profile in Phase II evaluation, Phase III trials are
undertaken in order to further evaluate clinical efficacy and to further test
for safety within an expanded patient population. The FDA may suspend clinical
trials at any point in this process if it concludes that clinical subjects are
being exposed to an unacceptable health risk.

The results of the preclinical studies and clinical studies, the chemistry
and manufacturing data, and the proposed labeling, among other things, are
submitted to the FDA in the form of an NDA or PLA, approval of which must be
obtained prior to commencement of commercial sales. The FDA may refuse to accept
the NDA or PLA for filing if certain administrative and content criteria are not
satisfied, and even after accepting the NDA or PLA for review, the FDA may
require additional testing or information before approval of the NDA or PLA. In
any event, the FDA must deny an NDA or PLA if applicable regulatory requirements
are not ultimately satisfied. Moreover, if regulatory approval of a product is
granted, such approval may be made subject to various conditions, including
post-marketing testing and surveillance to monitor the safety of the product, or
may entail limitations on the indicated uses for which it may be marketed.
Finally, product approvals may be withdrawn if compliance with regulatory
standards is not maintained or if problems occur following initial marketing.

There is regulation regarding the license application process for certain
biological products. Those biological products that fall within the regulation
will be reviewed on the basis of a single biologics license application (BLA),
rather than a PLA/ELA. The BLA includes the same information as the current PLA,
but certain of the data now required as part of the ELA do not have to be
submitted or reviewed during the approval process. This rule is intended, at
least in part, to lessen the regulatory burden on manufacturers of certain
biologics and accelerate the approval process. There can be no assurance,
however, that the FDA will consider the regulation applicable to any of our
products, or that the BLA process, if applicable to our products, will have the
intended effect of reducing review times.

Both before and after approval is obtained, a product, its manufacturer,
and the sponsor of the marketing application for the product are subject to
comprehensive regulatory oversight. Violations of regulatory requirements at any
stage, including the preclinical and clinical testing process, the approval
process, or thereafter (including after approval) may result in various adverse
consequences, including FDA delay in approving or refusal to approve a product,
withdrawal of an approved product from the market and/or the imposition of
criminal penalties against the manufacturer and/or sponsor. In addition, later
discovery of previously unknown problems may result in restrictions on such
product, manufacturer, or sponsor, including withdrawal of the product from the
market. Also, new government requirements may be established that could delay or
prevent regulatory approval of our products under development.

The FDA has implemented accelerated approval procedures for certain
pharmaceutical agents that treat serious or life-threatening diseases and
conditions, and that provide meaningful therapeutic benefit over existing
treatments. We believe that our products in development may qualify for
accelerated approval because our products in development may meet these
requirements. We cannot predict the ultimate impact, however, of the FDA's
accelerated approval procedures on the timing or likelihood of approval of any
of its potential products or those of any competitor. In addition, the approval
of a product under the accelerated approval procedures is subject to various
conditions, including the requirement to verify clinical benefit in
postmarketing studies, and the authority on the part of the FDA to withdraw
approval under streamlined procedures if such studies do not verify clinical
benefit or under various other circumstances.

Whether or not FDA approval has been obtained, approval of a pharmaceutical
product by comparable government regulatory authorities in foreign countries
must be obtained prior to marketing such product in such countries. The approval
procedure varies from country to country, and the time required may be longer or
shorter than that required for FDA approval. Although there are some procedures
for unified filing for certain European countries, in general, each country has
its own procedures and requirements. We do not currently have any facilities or
personnel outside of the United States.

In addition to regulations enforced by the FDA, we also are subject to
regulation under the Occupational Safety and Health Act, the Environmental
Protection Act, the Toxic Substances Control Act, the Resource Conservation and
Recovery Act and other present and potential future federal, state or local
regulations. Our research and development involves the controlled use of
hazardous materials, chemicals, viruses and various radioactive compounds.
Although we believe that our safety procedures for storing, handling, using and
disposing of such materials comply with the standards prescribed by applicable
regulations, the risk of accidental contaminations or injury from these
materials cannot be completely eliminated. In the event of such an accident, we
could be held liable for any damages that result and any such liability could
have a material adverse effect on our business.

The following tables summarize the status of our products and our expected
timetables for development. Any of these dates may be delayed and either or both
of our products may be abandoned without any assumption of accelerated
treatment.

STAGES OF DRUG DEVELOPMENT FOR CANCER THERAPEUTIC

Stage Projected Timetable
- -------------------------------------------------------- --------------------------------------------
Preclinical laboratory and animal testing Currently in progress, expected to be
completed by the end of 2004
Submission to FDA of Investigative New Drug First quarter of 2005
Application (IND)
Phase I -- testing for safety, dosage tolerance, Second quarter of 2005 to the first quarter
absorption, metabolism, distribution and of 2006
excretion
Phase II -- studies in limited patient population for Balance of 2006 through the end of 2008
efficacy, dosage tolerance and adverse effects and
safety risks
Phase III -- studies in expanded patient population 2009 and 2010
to further evaluate efficacy and safety
Filing of New Drug Application (NDA) End of 2010
FDA Review of NDA During 2011
FDA Approval End of 2011

STAGES OF DRUG DEVELOPMENT FOR HIV THERAPEUTIC

Stage Projected Timetable
- -------------------------------------------------------- --------------------------------------------
Preclinical laboratory and animal testing Currently in progress, expected to be
completed by the first quarter of 2005
Submission to FDA of Investigative New Drug Second quarter of 2005
Application (IND)
Phase I -- testing for safety, dosage tolerance, Second quarter of 2005 to the first quarter
absorption, metabolism, distribution and of 2006
excretion
Phase II -- studies in limited patient population for Balance of 2006 through the end of 2008
efficacy, dosage tolerance and adverse effects and
safety risks
Phase III -- studies in expanded patient population 2009 and 2010
to further evaluate efficacy and safety
Filing of New Drug Application (NDA) End of 2010
FDA Review of NDA During 2011
FDA Approval End of 2011

MANUFACTURING

We do not intend to manufacture any of our products. Once a product
requires manufacturing, we expect to contract with third parties or corporate
collaborators to assist with production. We have not engaged any third party at
this time.

SALES AND MARKETING

We plan to market products for which we obtain regulatory approval through
co-marketing, co-promotion, licensing and distribution arrangements with third
party collaborators. No such arrangements presently exist. We believe that this
approach will both increase market penetration and commercial acceptance of our
products and enable us to avoid expending significant funds to develop a large
sales and marketing organization.

COMPETITION

Competition in the pharmaceutical industry is intense. We face competition
from many companies, major universities and research institutions in the United
States and abroad. Many of our competitors have substantially greater resources,
experience in conducting preclinical studies and clinical trials and obtaining
regulatory approvals for their products, operating experience, research and
development and marketing capabilities and production capabilities than those of
Marc. We will face competition from companies marketing existing products or
developing new products for diseases targeted by our technologies. The
development of new products for those diseases for which we are developing
products could render our product candidates noncompetitive and obsolete.

A significant amount of research in this industry is also being carried out
at academic and government institutions. These institutions are becoming
increasingly aware of the commercial value of their findings and are becoming
more aggressive in pursuing patent protection and negotiating licensing
arrangements to collect royalties for use of technology that they have
developed. These institutions may also market competitive commercial products on
their own or in collaboration with competitors. Any resulting increase in the
cost or decrease in the availability of technology or product candidates from
these institutions may affect our business strategy.

Competition with respect to our technologies and product candidates is and
will be based, among other things, on effectiveness, safety, reliability,
availability, price and patent position. Another important factor will be the
timing of market introduction of our competitive products. Accordingly, the
speed with which we can develop products, complete the clinical trials and
approval processes and ultimately supply commercial quantities of the products
to the market is expected to be an important competitive factor. Our competitive
position will also depend upon its ability to attract and retain qualified
personnel, to obtain patent protection or otherwise develop proprietary products
or processes, and to secure sufficient capital resources for the often
substantial period between technological conception and commercial sales.

PRODUCT LIABILITY

The testing, manufacturing and marketing of the Company's products involves
an inherent risk of product liability attributable to unwanted and potentially
serious health effects. To the extent we elect to test, manufacture or market
products independently, we will bear the risk of product liability directly. We
have obtained insurance in the amount of $10,000,000 against the risk of product
liability. This insurance is subject to certain deductibles and coverage
limitations. There is no guarantee that insurance will continue to be available
at a reasonable cost, or at all, or that the amount of such insurance will be
adequate.

PLAN OF OPERATION

We have financed our operations since inception primarily with the net
proceeds received from private placements of equity securities. These placements
from inception through June 25, 2004 aggregated a total of $1,150,000 in
proceeds from notes payable (of which $225,000 was repaid) and net proceeds from
the sale of the Company's common stock of $921,339.

Cash on hand at July 30, 2004 totaled $23,634.74.

We have a working capital deficiency of ($681,128) and ($395,966) at March
31, 2004 and December 31, 2003, respectively, and a capital deficiency of
($474,722) at March 31, 2004 and ($319,472) at December 31, 2003. We are in the
development stage and have had no revenues from our inception. We do not
anticipate any revenues during the next 12 months. Additionally, we do not
believe we will generate any revenues in 2005 and will need additional financing
to meet our obligations.

Our plan of operation for the next twelve months depends, in part, upon two
variables: (a) the amount of money available to us both from this offering and
from other financing sources and (b) the respective rate of success in the
clinical testing of our two products.

If we sell all of the units in this offering and we continue to have
positive results from our testing program, we intend, over the next twelve
months, to increase our staff, arrange for permanent leased space, continue our
clinical in vitro and animal testing, submit investigative new drug applications
(INDs) to the FDA for both of our products, perhaps begin Phase I human testing,
and make all of the payments associated with these activities. In tabular form,
we expect to expend the following amounts for these purposes:

a. Payments to Cornell ............................. $ 560,000
b. Patent expenses ................................. $ 150,000
c. Compensation for a chief financial officer, chief
product scientist and other staff ............... $ 300,000
d. Expanded facility ............................... $ 100,000
e. Other expenses for testing ...................... $ 200,000
f. FDA expenses .................................... $ 50,000
g. Miscellaneous expenses .......................... $ 100,000
----------
TOTAL ........................................... $1,460,000
==========

If we sell less than all of the units in this offering, but at least
$3,000,000 worth of units, we may not be able to undertake all of the described
activities and we will reduce our expenditures to the levels as shown in the
following chart. We will still be able to carry on our necessary activities for
the 12 months of operations, including the filing of the INDs for both of our
products.

a. Payments to Cornell ....................... $560,000
b. Patent expenses ........................... $102,000
c. Compensation for a chief financial officer,
chief product scientist and other staff ... $100,000
d. FDA expenses .............................. $ 50,000
--------
TOTAL ..................................... $812,000
========

If we sell less than $3,000,000 of units, we will be required to seek
alternative financing sources in order to conduct the required activities and
expend the amounts shown in the preceding table. If we cannot raise these funds,
we will suspend operations until we have the necessary capital. If we do not
raise the necessary capital by the time that additional expenditures must be
made, we may lose our licenses or be unable to take our drugs to the FDA.

Units are being sold on a best efforts basis and it is likely that the
proceeds of those sales will be received by us over a period of at least several
months. As these proceeds are received, if they are sufficient, after paying the
expenses of the offering, we will utilize them for the purposes described in
this Plan of Operation section. We also intend to utilize these proceeds to pay
the amounts due on our outstanding notes, which total approximately $1,050,000.
Except for the note payable to our chairman of the board, the other notes are
payable between November 2004 and June 2005. The largest portion of the notes is
due in 2005. On the other hand, if the notes other than the note to our chairman
were issued in violation of the private offering rules, and a rescission
resulted with respect to some or all of the notes, we may be required to direct
funds to pay notes at an earlier time, thereby postponing our ability to carry
out some or all of our plan.

If our testing results do not continue to demonstrate success, we may
abandon one or both of our products or we may delay the filing of one or both of
the INDs. In any of those circumstances, our planned expenditures would be
reduced. See "Risk Factors."

It is also possible that we may identify an additional product candidate,
although we are not projecting that event during these twelve months.

We anticipate that expenditures for product development, research and
general and administrative expenses and license payments with respect to the
cancer therapeutic product will exceed $10,000,000 and with respect to the HIV
product will exceed $10,000,000. We are uncertain as to how long it will take
for us to generate revenues, if any. We anticipate that the products will be
submitted for an IND in 2005 and then clinical trials and approval from the FDA
can take anywhere from 5 to 10 years. It may cost hundreds of millions of
dollars to bring a new drug to the marketplace. We do not at this point believe
that we will bring the technologies to market and anticipate that at some point
we will either seek a joint venture partner to assist in commercialization of
the technologies or we will sublicense the technologies to larger pharmaceutical
companies. In the event either of these events occur and the technologies are
commercialized, we will retain a certain interest in the products. Such interest
can not be determined at this time, and, therefore, we are unable to set forth
in this offering document our exact interest in the technologies once the
products are sold in the marketplace. Since we are uncertain at which point we
will contract with a third party, we are uncertain of the amount of additional
funds we will need in order to complete certain phases of the product's path to
commercialization. Other products which we may acquire will involve the same
process discussed in this paragraph.

After the gelatin testing, the investigators will transplant human prostate
tumor tissue into mice. This human tissue will be secured from approved sources
which are both living cancer patients and deceased sufferers of prostate cancer.
All three types of prostate cancer cells will be introduced into the mice that
are genetically devoid of an immune system and the same results will be sought.
Then the investigator will study of tumor tissue prior to the drug treatment and
after the drug treatment to determine the success of the experiment.

If these steps are also successful, we will then file the IND for the
cancer therapeutic, in connection with the treatment of prostate cancer, with
the FDA. Later, as additional cancers are tested, and if the tests are
successful, additional FDA filings will be made.

With respect to the HIV therapeutic, similar steps will be followed.
However, since funding has recently been provided to Cornell for research by us,
it is likely that these steps will be taken at a slower pace. Nevertheless,
various testing procedures have been conducted at Cornell with respect to the
HIV compound without any outside funding so the process will continue at an
intermediate stage. It is likely that the IND will not be filed, if at all,
before the second quarter of 2005.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

We have a board of directors comprised of 3 members. Each director holds
office until the next annual stockholders meeting or until a successor is duly
elected or appointed. The members of our board of directors and our executive
officers are:

NAME AGE POSITION
- --------------------------- ----- --------------------------------------------------------------

Robert M. Cohen ........... 43 Director, President, Chief Executive Officer, Chief Financial
Officer and Secretary
Joel San Antonio .......... 51 Chairman of the Board
William Tweed ............. 63 Director

Robert M. Cohen
---------------

Mr. Cohen has served as the President and Secretary since the company's
inception in 2001 and Chief Executive Officer and Chief Financial Officer since
February 2004. In 1987, Mr. Cohen founded Robert M. Cohen & Co. Inc., a
full-service stock brokerage firm, and served as President from the company's
inception through December 2003. Mr. Cohen founded Homerun USA, a private chain
of indoor batting cages, and serves as Chairman of the Board.

Joel San Antonio
----------------

Mr. San Antonio has served as Chairman of the Board since the company's
inception in 2001. Mr. San Antonio began his entrepreneurial career as
co-founder of a business in the women's fashion industry. In 1983, he and his
partner exited the fashion industry and founded Warrantech Corporation, a third
party administrator of service contracts and extended warranty programs. The
company went public in 1984 and, in September 1997, was recognized by Fortune
Magazine as one of the "100 Fastest Growing Companies in America". Today, Mr.
San Antonio serves as Chairman of the Board and Chief Executive Officer of
Warrantech Corporation and each of its operating subsidiaries. In addition, he
was a founder of Corniche Group, Inc., a provider of insurance products and
services, and served as a director from May 1998 through September 1999. He also
serves as a Director of SearchHelp, Inc., a start-up company that provides
services to small businesses, institutions, organizations and individuals in
smaller communities throughout the United States, and as Chairman of the Board
of MedStrong International Corporation, a company that provides medical
information online. In 1998, Mr. San Antonio was a national finalist in Ernst &
Young's "Entrepreneur of the Year" program following his recognition as
"Entrepreneur of the Year" in financial services for E & Y's Northeast Region.
He is a member of the Metropolitan Museum of Art and is also involved in a
variety of philanthropic and charitable activities.

William Tweed
-------------

Mr. Tweed has been a director of the company since January 2004. Mr. Tweed
is a founder of Warrantech Corporation, a third party administrator of service
contracts and extended warranty programs, and has been a director of Warrantech
from its inception. Prior to his retirement from Warrantech in April 1998, he
served as Executive Vice President of European Operations, and, at various
times, as the President, Vice President and Secretary of Warrantech.

EXECUTIVE COMPENSATION

ANNUAL COMPENSATION
----------------------------- LONG-TERM COMPENSATION AWARDS
NAME SALARY($) BONUS($) SECURITIES UNDERLYING OPTIONS ($)
- -------------------------- ---------------- ---------- ----------------------------------

Robert M. Cohen .......... $ 20,000(1) (2) 0
Joel San Antonio ......... 0(3) 0 0

- ----------

(1) Mr. Cohen is entitled to receive $250,000, plus an automobile expense
allowance of $12,000 per year, beginning January 1, 2004. These amounts
have been accruing during 2004.

(2) Mr. Cohen will also receive a cash incentive bonus equal to 1% of our
after-tax net income per year beginning January 1, 2004.

(3) Mr. San Antonio did not receive any compensation in 2003. Mr. San Antonio
is entitled to receive $120,000, plus an automobile expense allowance of
$12,000 per year, beginning January 1, 2004 These amounts have been
accruing during 2004.

EMPLOYMENT AGREEMENTS

In January 2004, we entered into a 5-year employment agreement with Robert
M. Cohen. The employment agreement provides for a base salary of $250,000 per
year and an automobile expense allowance of $12,000 per year. Mr. Cohen will
also receive a cash incentive bonus equal to 1% of our after-tax net income per
year. Upon the expiration of the term, the agreement will automatically renew
for successive periods of one year each unless either party gives the other
written notice of non-renewal not less than 90 days prior to the expiration of
the renewal term.

The agreement may be terminated by us for a good cause upon written notice
and may be terminated by Mr. Cohen upon a breach by us of the agreement or upon
a change in control in our company. We may also terminate Mr. Cohen if we do not
have good cause, but we then are required to pay Mr. Cohen's compensation
package for the remainder of the 5 year term. In addition, we may terminate Mr.
Cohen's employment upon his disability with 30 days prior written notice or upon
his death.

During the 30 days following a termination of Mr. Cohen's employment with
us, except if the agreement is terminated because a change in control or us
breaching the agreement we have the option to deliver Mr. Cohen a written notice
of our election to invoke a covenant not to compete. As consideration for the
covenant not to compete, we will issue to Mr. Cohen 1,000,000 shares of our
common stock.

In January 2004, we entered in to a consulting agreement with Joel San
Antonio in which Mr. San Antonio will assist senior management in identifying
opportunities and developing strategies. Mr. San Antonio is also responsible for
maintaining relations with Cornell, monitoring the progress of the licensed
compound at the labs, inspecting the labs, meeting with scientists to discuss
results and strategies in connection with the licensed compound, meeting with
patent counsel to determine patient strategies globally and to negotiate license
agreements and meeting with corporate counsel to negotiate sponsored research
agreements. The consulting agreement provides for a consulting fee of $120,000
per year and an automobile expense allowance of $12,000 per year. We may
terminate the agreement at any time. Mr. San Antonio may terminate upon written
notice not less than 30 days prior to the effective date of such termination.

CERTAIN TRANSACTIONS

Robert M. Cohen and Joel San Antonio are the promoters of our company.

On July 18, 2002, in consideration for a loan, we issued a promissory note
to Joel San Antonio, the Chairman of the Board of our in the principal amount
of $350,000, bearing interest at the rate of 15% per annum. The note matured on
August 17, 2002 and the maturity date was extended until March 31, 2004. On
March 17, 2004 the maturity date of the note was extended until May 31, 2004.
On May 31, 2004 the note was extended to September 1, 2004. As consideration
for the extension of the note from March 31, 2003 to June 30, 2003, we issued
Mr. San Antonio 5,000,000 shares of our common stock. No additional
consideration was granted for the additional extensions. We repaid $225,000 of
this loan.

On July 30, 2001 William Tweed one of our board members, acquired, as one
of our founding stockholders, 100,000 shares of our stock for $.0001 per share.
On June 27, 2003 Mr. Tweed and his wife purchased in the second private offering
300,000 shares of our common stock for $15,000 and on July 16, 2003 Mr. Tweed
purchased an additional 200,000 shares of our common stock for $10,000, of which
he gifted 20,000 shares to his grandson and as to which he disclaims beneficial
ownership.

On March 8, 2004 we entered into an Agreement of Use with Warrantech
Corporation to lease a portion of office space at 350 Bedford Street, Stamford,
Connecticut 06901. Our Chairman of our board

of directors, Joel San Antonio, is the Chief Executive Officer and Chairman of
the board of directors of Warrantech Corporation and our board member William
Tweed is a board member of Warrantech Corporation.

In 2002 and 2001, Robert M. Cohen, our President, Chief Executive Officer,
Chief Financial Officer and Secretary, controlled Robert M. Cohen & Co., Inc., a
corporate placement agent, which placed our two private offerings of our common
stock to accredited investors. Robert M. Cohen & Co., Inc. received $9,500 in
2001, $25,000 in 2002 and $70,950 in 2003 in commissions and fees for its
services.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Certificate of Incorporation provides that, except to the extent
prohibited by the Delaware General Corporation Law, as amended (DGCL), the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws. The
Registrant has applied for liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under the corporation's bylaws, any agreement, a vote
of stockholders or otherwise. The Certificate eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that the Registrant may fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Certificate. The Registrant is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a

court of appropriate jurisdiction the question whether such indemnification by
it against public policy as expressed in the Securities Act of 1933and will be
governed by the final adjudication of such issue.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of July 30, 2004, by:

o Each person (or group of affiliated persons) who is known by us to
beneficially own 5% or more of our common stock

o Each of our directors

o Each of our named executive officers

o All of our directors and executive officers as a group

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power with
respect to shares. Unless otherwise indicated, the persons named in the table
have sole voting and sole investment control with respect to all shares
beneficially owned.

The number and percentage of shares beneficially owned prior to this
offering are based on 283,650,000 shares of common stock issued and outstanding
as of July 30, 2004.

The number and percentage of shares beneficially owned after this offering
are based on the 283,650,000 shares of common stock issued and outstanding, plus
the 20,000,000 shares sold in this offering (without taking into account the
shares to be issued upon exercise of the warrants).

SHARES BENEFICIALLY OWNED
AFTER THE SALE OF THE
SHARES BENEFICIALLY OWNED MAXIMUM
PRIOR TO THIS OFFERING AMOUNT OF THIS OFFERING
--------------------------- ---------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- -------------------------------------- ------------- ----------- ------------- -----------

Joel San Antonio(1) .................. 105,000,000 37.01% 105,000,000 34.58%
Robert M. Cohen(2) ................... 100,000,000 35.26% 100,000,000 32.93%
William Tweed(3) ..................... 1,080,000 0.38% 1,080,000 0.36%
All current directors and executive
officers of Marc as a group
(3 persons) ......................... 206,080,000 72.65% 206,080,000 67.87%

- ----------

(1) Mr. San Antonio's address is c/o Marc Pharmaceuticals, Inc., 350 Bedford
Street, Stamford, CT 06901.

(2) Mr. Cohen's address is c/o Marc Pharmaceuticals, Inc., 350 Bedford
Street, Stamford, CT 06901.

(3) Mr. Tweed's address is c/o Marc Pharmaceuticals, Inc., 350 Bedford
Street, Stamford, CT 06901.

DESCRIPTION OF SECURITIES
COMMON STOCK

Our authorized capital stock consists of 750,000,000 shares of common
stock, par value $.0001 per share. There are currently 283,650,000 shares of our
common stock issued and outstanding. Each holder is entitled to one vote for
each share held on all matters to be voted upon by the stockholders. The shares
of common stock do not have cumulative voting rights, which means that holders
of more than 50% of the shares of common stock voting for the election of
directors can elect all the directors and, therefore, our present stockholders
can elect all of the directors even after this offering.

The holders of common stock are entitled to receive a pro-rata share of
dividends, if any, as may be declared from time to time by the board of
directors out of funds legally available for the payment of dividends. However,
we presently intend to reinvest any earnings instead of paying cash dividends.
In the event of our liquidation, dissolution, or winding up, the holders of
common stock are entitled to share pro-rata in all assets remaining after
payment of our liabilities. Shares of common stock have no preemptive,
conversion, or other subscription rights. There are no redemption or sinking
fund provisions applicable to the common stock.

UNIT WARRANTS

There are currently no warrants outstanding. Two types of warrants are
being offered pursuant to this prospectus. Each class A redeemable warrant gives
its holder the right to purchase one share of common stock for $.50. The class A
redeemable warrants will be exercisable at any time from the date this
prospectus goes effective for a period of 5 years. A maximum of 20,000,000
shares of common stock are issuable upon the exercise of the class A redeemable
warrants. We may, subject to the conditions set forth in the warrant agreement,
redeem the warrant at any time, by providing the holder with the time, manner
and place of redemption by first class or registered mail, postage prepaid, at
the address for such holder last shown on the records of the transfer agent,
given within 30 days, after the occurrence of a redemption event. A redemption
event shall occur on the fifth consecutive trading day upon which our common
stock has been trading at $.75 per share. The trading price per share will be
determined by taking the average between the "bid" and the "ask" price of our
common stock on each such day. The redemption price will be equal to $.001 times
the number of shares which may be purchased by a class A redeemable warrant,
plus any dividends which have been declared but have not been paid. The
redemption price will be subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar recapitalization
affecting such shares. The holder of the class A redeemable warrant may elect to
exercise all or any part of the class A redeemable warrant on or before such
redemption date.

Each class B redeemable warrant purchased in this offering gives its holder
the right to purchase one share of common stock for $1.00. The class B
redeemable warrants will be exercisable at any time from the date this
prospectus goes effective for a period of 7 years. We may, subject to the
conditions set forth in the warrant agreement, redeem the class B redeemable
warrant at any time, by providing the holder with the redemption date which
shall include the time, manner and place of redemption by first class or
registered mail, postage prepaid, at the address for such holder last shown on
the records of the transfer agent, given within 30 days, after the occurrence of
a redemption event shall occur on the fifth consecutive trading day upon which
our common stock has been trading at $1.25 per share, the trading price per
share will be determined by taking the average between the "bid" and the "ask"
price of our common stock on each such day. The redemption price will be equal
to $.001 times the number of shares which may be purchased by a class B
redeemable warrant, plus any dividends which have been declared but have not
been paid. The redemption price will be subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar
recapitalization affecting such shares. The holder of the class B redeemable
warrant may elect to exercise all or any part of the class B redeemable warrant
on or before such redemption date.

NO PRESENT MARKET

Our securities are not listed on any securities exchange or on the NASDAQ
Stock Market. They do not presently trade and there is no market for them. After
the effectiveness of our registration statement we will seek quotation for our
shares and warrants on the OTC Bulletin Board which will enable the shares and
warrants to be traded. However, there may still be no market for them.

INVESTOR SUITABILITY STANDARDS
APPLICABLE IN CERTAIN STATES

Any state special suitability standards are indicated on a sticker to this
prospectus.

PLAN OF DISTRIBUTION

We have entered into a placement agreement with Wien Securities Corp., a
securities broker-dealer who is a member of the National Association of
Securities Dealers, Inc. The subscription amount of $.25 per unit must be paid
by check made payable to "Marc Pharmaceuticals, Inc. Escrow" or by wire to HSBC
Bank USA, National Association, and will be paid over to the company at periodic
closings, expected to occur once every week. The purpose of the escrow is simply
to facilitate the closing process. The release of funds from escrow is not
dependent upon our raising any specific amounts in this offering. Certificates
for shares and warrants subscribed for will be issued as soon as practicable
after each closing.

The placement agent will sell the units to the public on our behalf on a
"best efforts" basis, with no required minimum. Therefore, if we do not raise
enough money to continue our business we will not return your investment to you.
We will pay the placement agent a commission of 8% of the proceeds of all the
units placed by the placement agent and non-accountable expense allowance of 3%
of the proceeds of all the units placed by the placement agent. The placement
agent will also receive warrants to purchase units.

The price was determined based upon the result in the market capitalization
if all units offered in this prospectus would be sold, which would be $50
million. Management believes that this is a fair valuation since the potential
beneficial uses of the Company's product in the market place, if successfully
developed, will relate to a cure of cancer and a treatment for HIV, but also
taking into account the products early state of development and the risks
involved. No one has agreed to buy any of our units and there is no assurance
that any sales will be made. We have the right to accept or reject any
subscriptions for units in whole or in part.

Upon the effective date of this prospectus, we have agreed to give the
placement agent warrants to purchase up to 1,600,000 units for 5 years from the
date this offering goes effective, which means the placement agent will receive
one placement agent warrant to purchase one unit for every 12.5 units sold in
the offering. The placement agent's warrant unit shall be priced at $.3125 per
unit which is 125% of the public offering price.

Upon the exercise of a warrant and the payment of the exercise price, the
placement agent will acquire one share of common stock, a redeemable warrant to
purchase one share of common stock exercisable at $.50 per share for 5 years
from the date this offering goes effective and two redeemable warrants to
purchase one share of common stock exercisable at $1.00 per share for 5 years
from the date this offering goes effective. The redeemable warrant and
underlying securities are restricted from sale, transfer, assignment or
hypothecation for a period of one year from the date of this prospectus, except
for transfers to officers and partners of the placement agent. The placement
agent will be subject to the same call provisions contained in the class A
redeemable warrant and the class B redeemable warrant.

The placement agent's warrants and the underlying shares of common stock
will not be registered at this time. The placement agent will have certain
piggyback rights to cause the registration of these securities. The placement
agent does not have demand registration rights.

The placement agreement provides that we will indemnify the placement agent
against certain liabilities under the Securities Act of 1933, as amended, or
will contribute to payments that the placement agent may be required to make in
respect thereof.

The placement agreement provides that we will cause each of our officers
and directors and certain others to enter into a "lock-up" agreement not to
sell, pledge, hypothecate, transfer, or otherwise dispose of any shares of
common stock owned by them, for a period of 12 months from the effective date of
this prospectus without the prior written consent of the placement agent. The
shares subject to the lock-up consist of a minimum of 283,650,000 shares owned
or to be owned by current stockholders and the holders of the notes.

The placement agent does not intend to sell any of the units to accounts
for which it exercises discretionary authority. The placement agent has no right
to designate or nominate a member of our board of directors.

Principals of the placement agent purchased an aggregate of 1,000,000
shares in one of our private offerings.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been any public market for our common
stock, and no prediction can be made as to the effect, if any, that market sales
of shares of common stock or the availability of shares of common stock for sale
will have on the market price of the common stock prevailing from time to time.
Nevertheless, sales of substantial amounts of our common stock in the public
market, or the perception that such sales could occur, could adversely affect
the market price of the common stock and could impair our future ability to
raise capital through the sale of equity securities. See "Risk Factors." There
will be a significant number of shares eligible for future sale and this may
hurt the market price of our shares.

Upon the closing of this offering, and assuming all the units are sold, we
will have an aggregate of approximately 303,650,000 shares of common stock
outstanding. Of the outstanding shares, the 20,000,000 shares sold in this
offering will be freely tradeable, except that any shares held by officers,
directors or persons who currently hold 72.61% of our shares of common stock may
only be sold in compliance with the limitations described below. The remaining
283,650,000 shares of common stock will be deemed "restricted securities" as
defined under Rule 144. Restricted securities may be sold in the public market
only if registered or if they qualify for an exemption from registration under
Rules 144, 144(k) or 701 promulgated under the Securities Act, which rules are
summarized below. Subject to the lock-up agreements described below and the
provisions of Rules 144, 144(k) and 701, additional shares will be available for
sale in the public market as follows:

NUMBER
OF SHARES
--------------

Shares outstanding prior to the date of this prospectus (subject, in some cases, to
volume limitations and in all cases, to a one year lock-up) .......................... 283,650,000
Shares sold pursuant to this prospectus ............................................... 20,000,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to volume
limitations and assuming no warrants have been exercised) ............................ 303,650,000
Exercise of all class A redeemable warrants and class B redeemable warrants ........... 60,000,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to volume
limitations and assuming the class A redeemable warrants and the class B
redeemable warrants have been exercised) ............................................. 363,650,000
Exercise of all underwriter warrants .................................................. 6,400,000
-----------
After 12 months from the date of this prospectus (subject, in some cases, to volume
limitations and assuming all of the warrants have been exercised) .................... 370,050,000
===========

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated), including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period commencing 90 days after the date of this prospectus, a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of common stock or the average weekly trading volume in the common stock
during the four calendar weeks preceding the date on which notice of such sale
is filed, subject to certain restrictions. In addition, a person who is not
deemed to have been an officer, director or person who holds 10% of our shares
of common stock at any time during the 90 days preceding a sale and who has
beneficially owned the shares proposed to be sold for at least two years would
be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate, such person's holding period for the purpose of effecting a sale
under Rule 144 commences on the date of transfer from the affiliate.

Our directors and officers and certain stockholders who hold shares in the
aggregate of 283,650,000 have agreed that they will not offer, sell or agree to
sell, directly or indirectly, or otherwise dispose of any shares of common stock
without the prior written consent of the placement agent for a period of 12
months from the date of this prospectus. Please see "Plan of Distribution." In
addition, we may issue shares of common stock in connection with any acquisition
of another company if the terms of such issuance provide that such common stock
shall not be resold prior to the expiration of the 12 months referenced in the
preceding sentence. See "Risk Factors--There will be a significant number of
shares eligible for future sale and this may hurt the market price of our
shares."

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for Marc by Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third
Avenue, New York, New York 10022. Tannenbaum Helpern Syracuse & Hirschtritt LLP
owns 100,000 shares of our common stock. In addition, 2 members of that firm
purchased an aggregate of 600,000 shares of common stock in one of our private
offerings. Certain legal matters will be passed upon for the placement agent by
Adorno & Yoss, P.A., 350 Las Olas Blvd., Suite 1700, Ft. Lauderdale, FL 33301

OFFICE

We are leasing an executive office at 350 Bedford Street, Stamford,
Connecticut 06901. We have one individual office which is approximately 100
square feet. We have a 1 year lease which began on March 8, 2004 and is
automatically renewed for successive one year terms unless terminated by either
party in writing at least 30 days prior to the end of the then current term. The
rent for the office is $350 per month. Our cancer therapeutic research is
conducted at a laboratory at Weill Medical College of Cornell University, which
is exclusively dedicated to the research and development of our cancer drug
located at 515 East 71st Street, Room 412, New York, NY 10021. The laboratory is
approximately 1,000 square feet. The cost of the facility is included in the
budget under our Sponsored Research Agreement with Weill Medical College of
Cornell University. Our HIV therapeutic research is conducted at another
laboratory at Weill Medical College of Cornell University which is located at
411 East 69th Street, New York, NY 10021. The laboratory is approximately 1,000
square feet. The cost of the facility is included in the budget under our
Sponsored Research Agreement with Weill Medical College of Cornell University.

Both the office and the laboratory are sufficient and adequate for our
purposes given our present staff.

We entered into an agreement with our principal investigator whereby we are
entitled to use the principal investigator's apartment for $1,500 per month. Our
representatives utilize this space when visiting Cornell.

LITIGATION

We are not a party to any litigation and we have no knowledge of any
pending or threatened litigation against us.

EXPERTS

The financial statements of Marc Pharmaceuticals, Inc. of December 31, 2003
included in this prospectus have been audited by Weinick Sanders Leventhal &
Co., LLP independent certified public accountants, as set forth in their report
of such financial statements, and are included in this prospectus in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement on Form SB-2 (including the exhibits, schedules and amendments
thereto) under the Securities Act with respect to the shares of common stock to
be sold in this offering. This prospectus does not contain all the information

set forth in the registration statement. For further information regarding our
company and the shares of common stock to be sold in this offering, please
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract, agreement or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract, agreement or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.

You may read and copy all or any portion of the registration statement or
any other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the Securities and Exchange Commission. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. Our Securities and Exchange Commission filings,
including the Registration Statement, are also available to you on the
Securities and Exchange Commission's Web site (www.sec.gov).

As a consequence of this offering, we will contemporaneously file a
registration statement under the Securities Exchange Act of 1934, as amended,
and, in accordance therewith, will file periodic reports, proxy statements and
other information with the Securities and Exchange Commission.

FINANCIAL STATEMENTS

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

INDEX

PAGE NO.
--------

INDEPENDENT AUDITORS' REPORT F-2
FINANCIAL STATEMENTS:
Balance Sheets as at December 31, 2003 and 2002 ............................. F-3
Balance Sheet as at March 31, 2004 (Unaudited) .............................. F-4
Statements of Operations
For the Years Ended December 31, 2003 and 2002 and Cumulative from
February 21, 2001 (Inception) to December 31, 2003 ....................... F-5
For the Three Months Ended March 31, 2004 and 2003 and Cumulative from
February 21, 2001 (Inception) to March 31, 2004 (Unaudited) .............. F-6
Statements of Stockholders' Capital Deficiency
For the Period from February 21, 2001 (Inception) to December 31, 2003 .... F-7
For the Three Months Ended March 31, 2004 (Unaudited) ..................... F-7
Statements of Cash Flows
For the Years Ended December 31, 2003 and 2002 and Cumulative from
February 21, 2001 (Inception) to December 31, 2003 ....................... F-8
For the Three Months Ended March 31, 2004 and 2003 and Cumulative from
February 21, 2001 (Inception) to March 31, 2004 (Unaudited) .............. F-9
Notes to Financial Statements ................................................ F-10 - F-17

F-1

WEINICK
------- 1375 BROADWAY
[WSL LOGO OMITTED] NEW YORK, N.Y. 10018-7010
SANDERS

LEVENTHAL & CO., LLP
------------------------

- --------------------------------------------------------------------------------

CERTIFIED PUBLIC ACCOUNTANTS 212-869-3333
---------------------------- FAX 212-764-3060
WWW.WSLCO.COM

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Marc Pharmaceuticals, Inc.

We have audited the accompanying balance sheets of Marc Pharmaceuticals,
Inc. (A Development Stage Company) as at December 31, 2003 and 2002, and the
related statements of operations, stockholders' capital deficiency and cash
flows for the years ended December 31, 2003 and 2002 and cumulative from
February 21, 2001 (inception) to December 31, 2003. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. 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 Marc Pharmaceuticals, Inc.
(A Development Stage Company) as at December 31, 2003 and 2002 and the results
of its operations and its cash flows for the years ended December 31, 2003 and
2002 and cumulative from February 21, 2001 (inception) to December 31, 2003 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 disclosed in Note 1 to the
financial statements, the Company is a development stage Company and at December
31, 2003 has working capital and stockholders' capital deficiencies and has
incurred losses since inception. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plan
regarding those matters is also described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
February 3, 2004 (Except as to a portion
of Notes 1(a) and 4(a) as to which
the date is February 9, 2004)

F-2

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

DECEMBER 31,
-------------------------------
2003 2002
--------------- -------------

ASSETS
Current assets:
Cash ............................................................. $ 3,105 $ 25,411
Prepaid insurance ................................................ 7,215 6,014
----------- ---------
Total current assets ........................................... 10,320 31,425
----------- ---------
Other assets: .....................................................
Deferred rent .................................................... 36,494 --
Deferred registration costs ...................................... 40,000 --
----------- ---------
76,494 --
----------- ---------
Total assets ................................................... $ 86,814 $ 31,425
=========== =========
LIABILITIES AND STOCKHOLDERS' CAPITAL DEFICIENCY
Current liabilities:
Notes payable -- stockholders:
Chairman ....................................................... $ 275,000 $ 350,000
Others -- subject to rescission ................................ 25,000 --
Accrued expenses -- related parties .............................. 81,601 105,506
Accrued expenses and other current liabilities ................... 24,685 16,775
----------- ---------
Total current liabilities ...................................... 406,286 472,281
----------- ---------
Commitments and contingencies ..................................... -- --
----------- ---------
Stockholders' capital deficiency:
Common stock -- $.0001 par value
Authorized -- 750,000,000 shares
Issued and outstanding -- 283,150,000 and 263,960,000
shares, respectively .......................................... 28,315 26,396
Additional paid-in capital ....................................... 1,143,069 256,438
Deficit accumulated in the development stage ..................... (1,490,856) (723,690)
----------- ---------
Total stockholders' capital deficiency ......................... (319,472) (440,856)
----------- ---------
Total liabilities and stockholders' capital deficiency ......... $ 86,814 $ 31,425
=========== =========

See notes to financial statements.

F-3

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

MARCH 31, 2004
(UNAUDITED)

ASSETS
Current assets:
Cash ................................................................ $ 66,818
Prepaid insurance ................................................... 3,936
-----------
Total current assets ........................................... $ 70,754
Other assets:
Deferred rent ....................................................... 37,912
Deferred registration costs ......................................... 168,494
-----------
206,406
---------
Total assets ................................................... $ 277,160
=========
LIABILITIES AND STOCKHOLDERS' CAPITAL DEFICIENCY
Current liabilities:
Notes payable -- stockholders:
Chairman .......................................................... $ 175,000
Others -- subject to rescission ................................... 225,000
Accrued expenses -- related parties ................................. 259,854
Accrued expenses and other current liabilities ...................... 92,028
-----------
Total current liabilities ...................................... $ 751,882
Commitments and contingencies ........................................ --
Stockholders' capital deficiency:
Common stock -- $.0001 par value
Authorized -- 750,000,000 shares Issued and outstanding --
283,650,000 ...................................................... 28,365
Additional paid-in capital .......................................... 1,268,019
Deficit accumulated in the development stage ........................ (1,771,106)
-----------
Total stockholders' capital deficiency ......................... (474,722)
---------
Total liabilities and stockholders' capital deficiency ......... $ 277,160
=========

See notes to financial statements.

F-4

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

CUMULATIVE FROM
FOR THE YEAR FOR THE YEAR FEBRUARY 21, 2001
ENDED ENDED (INCEPTION) TO
DECEMBER 31, 2003 DECEMBER 31, 2002 DECEMBER 31, 2003
------------------- ------------------- ------------------

Revenues ..................................... $ -- $ -- $ --
------------ ------------ ------------
Operating expenses:
Research and development .................... 382,682 552,146 934,828
License costs ............................... -- 50,000 50,000
Web site costs .............................. 28,000 -- 28,000
Professional fees ........................... 16,478 84,397 100,875
Payroll and fringe benefits ................. 23,630 -- 23,630
Insuramce ................................... 11,960 5,781 17,741
Rent ........................................ 9,000 -- 9,000
Other ....................................... 4,473 8,273 13,485
------------ ------------ ------------
Total operating expenses ..................... 476,223 700,597 1,177,559
------------ ------------ ------------
Loss from operations ......................... (476,223) (700,597) (1,177,559)
------------ ------------ ------------
Other (Income) expenses:
Interest expense ............................ 290,986 24,021 315,007
Interest income ............................. (43) (1,378) (1,710)
------------ ------------ ------------
Total other expenses ......................... 290,943 22,643 313,297
------------ ------------ ------------
Net loss ..................................... ($ 767,166) ($ 723,240) ($ 1,490,856)
============ ============ ============
Per share data:
Loss per share -- basic and diluted ......... ($ --) ($ --)
============ ============
Weighted average number of shares
outstanding ................................. 275,755,890 248,572,877
============ ============

See notes to financial statements.

F-5

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

CUMULATIVE FROM
FOR THE THREE FOR THE THREE FEBRUARY 21, 2001
MONTHS ENDED MONTHS ENDED (INCEPTION) TO
MARCH 31, 2004 MARCH 31, 2003 MARCH 31, 2004
---------------- ---------------- ------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Revenues ..................................... $ -- $ -- $ --
----------- ----------- ------------
Operating expenses:
Research and development .................... -- -- 934,828
License costs ............................... -- -- 50,000
Web site costs .............................. -- 10,000 28,000
Professional fees ........................... 26,992 -- 127,867
Director's fees ............................. 125,000 -- 125,000
Payroll and fringe benefits ................. 98,068 -- 121,698
Insurance ................................... 6,326 2,990 24,067
Rent ........................................ 4,850 -- 13,850
Other ....................................... 5,196 6,097 18,681
----------- ----------- ------------
Total operating expenses ..................... 266,432 19,087 1,443,991
----------- ----------- ------------
Loss from operations ......................... (266,432) (19,087) (1,443,991)
----------- ----------- ------------
Other (Income) expenses:
Interest expense ............................ 13,822 12,945 328,829
Interest income ............................. (4) (9) (1,714)
----------- ----------- ------------
Total other expenses ......................... 13,818 12,936 327,115
----------- ----------- ------------
Net loss ..................................... $ (280,250) $ (32,023) $ (1,771,106)
=========== =========== ============
Per share data:
Loss per share -- basic and diluted ......... $ (--) $ (--)
----------- -----------
Weighted average number of shares
outstanding ................................. 283,522,222 268,036,665
=========== ===========

See notes to financial statements.

F-6

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' CAPITAL EQUITY (DEFICIENCY)
FOR THE PERIOD FROM FEBRUARY 21, 2001 (INCEPTION) TO MARCH 31, 2004

DEFICIT TOTAL
ACCUMULATED STOCKHOLDERS'
COMMON STOCK ADDITIONAL IN THE STOCK EQUITY
-------------------------- PAID-IN DEVELOPMENT SUBSCRIPTIONS (CAPITAL
SHARES AMOUNT CAPITAL STAGE RECEIVABLE DEFICIENCY)
------------- ---------- ------------ --------------- --------------- --------------

Balance at February 21, 2001
-- Inception ................ 202,700,000 $20,270 $ -- $ -- $(20,270) $ --
Payment of common stock
subscriptions ............... -- -- -- -- 140 140
Compensatory element of
common stock issued for
services rendered ........... 450,000 45 45
Proceeds from sale of
common stock ................ 19,000,000 1,900 77,409 79,309
Net loss for the period from
Inception to December 31,
2001 ........................ -- -- -- (450) -- (450)
----------- ------- ---------- ----------- -------- ---------
Balance at December 31,
2001 ........................ 222,150,000 22,215 77,409 (450) (20,130) 79,044
Payment of common stock
subscriptions ............... -- -- -- 20,130 20,130
Proceeds from sale of
common stock ................ 41,810,000 4,181 179,029 -- -- 183,210
Net loss for the year ended
December 31, 2002 ........... -- -- -- (723,240) -- (723,240)
----------- ------- ---------- ----------- -------- ---------
Balance at December 31,
2002 ........................ 263,960,000 26,396 256,438 (723,690) -- (440,856)
Proceeds from sale of
common stock ................ 14,190,000 1,419 637,131 638,550
Compensatory element of
common stock issued as
payment of interest ......... 5,000,000 500 249,500 250,000
Net loss for the year ended
December 31, 2003 ........... -- -- -- (767,166) -- (767,166)
----------- ------- ---------- ----------- -------- ---------
Balance at December 31,
2003 ........................ 283,150,000 28,315 1,143,069 (1,490,856) -- (319,472)
Compensatory element of
common stock issued for
services rendered
(Unaudited) ................. 500,000 50 124,950 125,000
Net loss for the three months
ended March 31, 2004
(Unaudited) ................. -- -- -- (280,250) -- (280,250)
----------- ------- ---------- ----------- -------- ---------
Balance at March 31, 2004
(Unaudited) ................. 283,650,000 $28,365 $1,268,019 $(1,771,106) $ -- $(474,722)
=========== ======= ========== =========== ======== =========

See notes to financial statements.

F-7

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

CUMULATIVE FROM
FOR THE YEAR FOR THE YEAR FEBRUARY 21, 2001
ENDED ENDED (INCEPTION) TO
DECEMBER 31, 2003 DECEMBER 31, 2002 DECEMBER 31, 2003
------------------- ------------------- ------------------

Cash flows from operating activities:
Net loss ............................................ ($767,166) ($723,240) ($1,490,856)
Adjustments to reconcile net loss to net cash
used in operating activities:
Compensatory element of common stock
issued for services .............................. -- -- 45
Compensatory element of common stock
issued in payment of interest .................... 250,000 -- 250,000
Increase (decrease) in cash flows as a result
of changes in asset and liability account
balances:
Prepaid expenses .................................. (1,201) (6,014) (7,215)
Deferred rent ..................................... (36,494) -- (36,494)
Accrued expense - related parties ................. (23,905) 99,175 81,601
Accrued expenses and other current ................ -- --
liabilities .................................... 7,910 16,775 24,685
--------- --------- -----------
Total adjustments ................................. 196,310 109,936 312,622
--------- --------- -----------
Net cash used in operating activities ................ (570,856) (613,304) (1,178,234)
--------- --------- -----------
Cash flows from financing activities:
Proceeds from notes payable - stockholders .......... 25,000 350,000 375,000
Repayments of notes payable - stockholders .......... (75,000) (75,000)
Deferred registration costs ......................... (40,000) (40,000)
Proceeds from sale of common stock .................. 638,550 203,340 921,339
--------- --------- -----------
Net cash provided by financing activities ............ 548,550 553,340 1,181,339
--------- --------- -----------
Increase (decrease) in cash .......................... (22,306) (59,964) 3,105
Cash at beginning of period .......................... 25,411 85,375 --
--------- --------- -----------
Cash at end of period ................................ $ 3,105 $ 25,411 $ 3,105
========= ========= ===========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period:
Interest .......................................... $ -- $ -- $ --
========= ========= ===========
Supplemental Schedules of Noncash Investing
and Financing Activities:
Common stock issued for administrative costs ......... $ -- $ -- $ 45
========= ========= ===========
Common stock issued as payment for interest
on note payable ..................................... $ 250,000 $ -- $ 250,000
========= ========= ===========

See notes to financial statements.

F-8

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
Net loss ........................................... ($280,250) ($32,023) ($1,771,106)
--------- -------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Compensatory element of common stock
issued for services ............................. 125,000 -- 125,045
Compensatory element of common stock
issued in payment of interest ................... -- -- 250,000
Increase (decrease) in cash flows as a result
of changes in asset and liability account
balances:
Prepaid expenses ................................. 3,280 2,949 (3,935)
Deferred rent .................................... (1,419) -- (37,913)
Accrued expense - related parties ................ 178,253 -- 259,854
Accrued expenses and other current ............... -- --
liabilities ................................... 67,343 2,855 92,028
--------- -------- -----------
Total adjustments .................................. 372,457 5,804 685,079
--------- -------- -----------
Net cash used in operating activities ............... 92,207 (26,219) (1,086,027)
--------- -------- -----------
Cash flows from financing activities:
Proceeds from notes payable - stockholders ......... 200,000 -- 575,000
Repayments of notes payable - stockholders ......... (100,000) (175,000)
Deferred registration costs ........................ (128,494) (25,000) (168,494)
Proceeds from sale of common stock ................. -- 38,260 921,339
--------- -------- -----------
Net cash provided by financing activities ........... (28,494) 13,260 1,152,845
--------- -------- -----------
Increase (decrease) in cash ......................... 63,713 (12,959) 66,818
Cash at beginning of period ......................... 3,105 25,411 --
--------- -------- -----------
Cash at end of period ............................... $ 66,818 $ 12,452 $ 66,818
========= ======== ===========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period:
Interest ......................................... $ -- $ -- $ --
--------- -------- -----------
Taxes ............................................ $ 363 $ -- $ 363
========= ======== ===========

See notes to financial statements.

F-9

MARC PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004
(ALL INFORMATION AND DISCLOSURES AS AT MARCH 31, 2004 AND
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 ARE UNAUDITED)

NOTE 1 -- PLAN OF ORGANIZATION:

(a) ORGANIZATION AND PRESENTATION OF FINANCIAL STATEMENTS:

Marc Pharmaceuticals, Inc. (the "Company") was incorporated in the State of
Delaware on February 21, 2001 at which time the founding and original
stockholders subscribed for 202,700,000 shares of the Company's common stock for
an aggregate of $20,270. $140 of the stock subscriptions were paid in 2001 and
the balance in 2002. Effective February 21, 2001 four persons were issued
450,000 shares of the Company's common stock for administrative services
rendered. Since its inception through December 31, 2003, the Company has not
generated any significant revenues and has not carried on any significant
operations. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the accompanying
financial statements, the Company had a working capital deficiency of $681,128,
$395,966 and $440,856 at March 31, 2004, December 31, 2003 and 2002,
respectively, and has incurred net losses of $280,250 and $32,023 for the three
months ended March 31, 2004 and 2003, respectively, and losses of $767,166 and
$723,240 for the years ended December 31, 2003 and 2002, respectively, and had
an accumulated deficit of $1,771,106 and $1,490,856 at March 31, 2004 and
December 31, 2003.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Management's
efforts have been directed towards the development and implementation of a plan
to develop various pharmaceutical products to the point at which they may be
sold. This plan necessarily means that it will be at least several years before
the Company will generate sufficient revenues to cover all of its present and
future costs and expenses. The Company's sources of cash to fund its operations
have been the sales of its securities to accredited investors. The Company
received, through December 31, 2003, $921,339 in proceeds (net of placement
costs) from the sale of 202,700,000 unregistered shares of its common stock to
its original founding stockholders and 75,000,000 unregistered shares of its
common stock to accredited investors in two private placements. In July 2002 the
Company issued its $350,000 note payable to one of its directors as
reimbursement for funds the director had paid on the Company's behalf for
certain research and development costs. In November 2003 the Company commenced a
private offering of up to $500,000 of its 20% interest bearing notes to
accredited investors. At December 31, 2003 only one note in the amount of
$25,000 was sold under the note placement. Subsequently through June 21, 2004,
ten additional notes aggregating $200,000 were sold. Since the Company has not
generated any revenues from its inception and, since management does not
anticipate the Company will generate sufficiently substantial revenues from the
sale of its products in an amount necessary to meet its cash needs for the next
twelve months, management believes the Company will need additional financing to
continue operating.

Accordingly, the Company extended its private placement debt offering to
accredited individuals. The offering, which was scheduled to expire on February
3, 2004, was increased to $1,000,000 and was extended to February 29, 2004 and
further extended until its termination on June 25, 2004. Additionally, the
Company has contracted with a placement agent, on a best efforts basis, to sell
up to 20,000,000 units of the Company's securities to the public at a purchase
price of $0.25 per unit. Each unit consists of one share of the Company's common
stock, one Class A warrant to buy a share of the Company's common stock at $.50
and two Class B warrants to each purchase one share of the Company's common
stock for $1.00. The Company would pay a placement agent commission of 8% of the
proceeds of all the units placed by the placement agent and a non-accountable
expense allowance of 3% of the proceeds of all the

F-10

NOTE 1 -- PLAN OF ORGANIZATION: (CONTINUED)

shares placed by the placement agent. In addition to the placement agent's cash
compensation, the Company has agreed to give the placement agent warrants to
purchase up to 1,600,000 units at a purchase price of $.3125 per unit which
will be exercisable for a period of 5 years, which means that the placement
agent will receive a warrant to purchase one unit for every 12.5 units sold by
the placement agent. The placement agent's warrants and the underlying shares
of common stock will not be registered at the time of grant.

(b) PRINCIPAL BUSINESS ACTIVITY:

The Company is a development stage start-up pharmaceutical Company focusing
on the development and commercialization of innovative products for the
treatment of debilitating diseases. Management has no clinical experience in the
development of pharmaceutical products and intends to rely, in part, on academic
institutions and on clinical research institutions to conduct and monitor
certain clinical trials. The Company and its products are subject to
comprehensive regulation by the United States Food and Drug Administration (FDA)
in the United States of America and by comparable authorities in other
countries. In addition, certain clinical trials for our products are conducted
by government-sponsored agencies. Because the conduct of such trials will be
dependent on government funding and participation, the Company will have less
control over such trials than if it were the sponsor of these trials. As a
result, there can be no assurance that these trials will commence or be
completed as planned.

Currently, the Company is the exclusive licensee of a medical compound
which has certain derivatives that are (i) directed towards the treatment of
cancer as a site directed chemotherapeutic agent that selectively attacks only
cancer cells through a specific delivery device depending on the organ in which
the cancer is located in the body and (ii) directed towards anti-HIV activity
which could be used either systemically as an AIDS therapy, or locally as a
microbicide to prevent the sexual acquisition of HIV.

NOTE 2 -- SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:

(a) BASIS OF PRESENTATION:

The accompanying audited financial statements as at December 31, 2003 and
2002 and for the years then ended and for the period from February 21, 2001
(Inception) to December 31, 2003 have been prepared in accordance with
accounting principles generally accepted in the United States of America.

The accompanying unaudited financial statements as at and for the three
months ended March 31, 2004 and 2003 have been prepared in accordance with
accounting principles generally accepted in the United States of America. In the
opinion of management, the statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the financial position
as of March 31, 2004 and the results of operations and cash flows for the three
months ended March 31, 2004 and 2003. The results of operations for the three
months ended March 31, 2004 and 2003 are not necessarily indicative of the
results to be expected for the full year.

(b) REVENUE RECOGNITION:

Since its inception, the Company did not have any revenues and is in the
development stage. The Company will recognize revenues in accordance with
accounting principles generally accepted in the United States of America.
Revenues from the sale of its products will be recognized when shipped to its
customers. Royalties earned from the licensing of its products to other
pharmaceutical entities will be recorded on a pro-rata basis over the life of
the contract effectuating the royalty.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.

F-11

NOTE 2 -- SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES: (CONTINUED)

(d) DEFERRED REGISTRATION COSTS:

Costs incurred in connection with the proposed initial sale of the
Company's securities to the public have been deferred and will be offset against
the proceeds from the sale of the securities. If the proposed initial sale of
the securities is not completed, the deferred registration will be charged to
operations.

(e) SPONSORED RESEARCH AND DEVELOPMENT COSTS:

Sponsored research and development costs (R&D) are expensed at the earlier
of when they are paid or when the R&D is performed. R&D costs to date have
consisted of the minimum payments required under a sponsored research agreement
between the Company and Cornell University (Cornell). The three year agreement
which commenced on June 19, 2002 requires the Company to pay an aggregate of
$1,250,000 to Cornell for research costs and overhead associated with the
research. In July 2002 and 2003, respectively, payments of $500,000 and $375,000
were made to Cornell and the remaining $375,000 is payable in July 2004.
Although the pro rata amortization of the entire R&D cost is less than the
amounts paid in fiscal 2002 and 2003, management has charged the entire payments
to operations when paid because there is no evidence that the R&D will result in
a commercially viable product. Additionally the agreement requires the Company
to reimburse Cornell for certain costs incurred in obtaining patents for any
technology developed through the sponsored research. Fees for patent attorneys
of $7,682 and $52,146 in fiscal 2003 and 2002, respectively, were reimbursed to
Cornell.

The agreement provides the Company with an exclusive license to the
technology developed under the research and development agreement. The Company
paid an initial license fee of $50,000 in fiscal 2002 which was charged to
operations as there is no evidence that any technology developed from the
research will be commercially viable. The license agreement requires additional
payments upon the attainment of certain milestones -- initiation of clinical
trials and FDA or equivalent approval of products developed. The aggregate
payments required for the various milestones are $2,137,500.

(f) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In December 2003 the FASB issued Interpretation No. 46 (Revised)
"Consolidation of Variable Interest Entities". This interpretation of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements", describes the
circumstances under which a variable special purpose entity is to be
consolidated with entities that do not have the characteristics of a controlling
interest in the special purpose entity.

In April 2003, the FASB issued SFAS No. 149 which amends and clarifies SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities".

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Instruments with Characteristics of Both Liabilities and Equity". This statement
establishes standards for how an issuer classifies certain financial instruments
with characteristics of both liabilities and equity.

Management believes the adoption of these pronouncements will not have a
material impact on the Company.

(g) EARNINGS PER SHARE:

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". Basic earnings per share is based on the weighted effect
of all common shares issued and outstanding, and is calculated by dividing net
income available to common stockholders by the weighted average shares
outstanding during the period. Diluted earnings per share, which is calculated
by dividing net income available to common stockholders by the weighted average
number of common shares used in the basic earnings per share calculation plus
the number of common shares that would be issued assuming conversion of all
potentially dilutive securities outstanding, is not presented as it is
anti-dilutive.

F-12

NOTE 3 -- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES.

Accrued expenses and other current liabilities consist of the following
at:

DECEMBER 31,
MARCH 31, -----------------------
2004 2003 2002
------------ ---------- ----------
(UNAUDITED)
------------

Professional fees ................... $66,299 $15,000 $12,250
Deferred registration costs ......... -- -- 4,425
Payroll taxes ....................... 7,144 3,160 --
Franchise taxes payable ............. 1,950 2,000 --
Sundry operating expenses ........... 16,635 4,525 100
------- ------- -------
$92,028 $24,685 $16,775
======= ======= =======

NOTE 4 -- RELATED PARTY TRANSACTIONS.

(a) NOTES PAYABLE -- CHAIRMAN:

In July 2002, a founding shareholder and the Chairman of the Company
personally paid $350,000 to Cornell University on behalf of the Company in
partial satisfaction of the Company's commitment to fund research under the
sponsored research and development agreement. The Company issued this director
its 15% interest bearing note payable on August 17, 2002. The director agreed to
extend the due date initially to March 31, 2003, then to June 30, 2003, then to
September 30, 2003, then to March 31, 2004, then to May 31, 2004 and currently
to September 1, 2004. During the fourth quarter of 2003, $75,000 of loan
principal was repaid. In return for the director's extension of the note from
March 31, 2003 to June 30, 2003, the Company issued this director 5,000,000
shares of its common stock whose fair value at the date of issuance was $250,000
which was charged to operations in 2003 as interest expense. The fair value of
the shares issued is based upon the per share price which the Company was
offering at that time to accredited investors through a private placement of its
common stock. During the three months ended March 31, 2004, $100,000 of this
loan's principal was repaid. Interest expense charged to operations on this debt
was $9,740 and $12,945 in the three months ended March 31 2004 and 2003,
respectively and $40,383 and $24,021 in the years ended December 31, 2003 and
2002, respectively. At March 31, 2004 December 31, 2003 and 2002 the director
was owed accrued interest of $74,144, $64,404 and $24,021 on this indebtedness
which is included in the accompanying financial statements under the caption
accrued expenses -- related parties. In June 2004 an additional $50,000 in
principal of this note was repaid.

(b) NOTES PAYABLE -- OTHERS -- SUBJECT TO RESCISSION:

In November 2003, the Company commenced a $500,000 private placement of its
20% interest bearing notes to accredited investors. On May 31, 2004 the total
note private placement was increased to $1,000,000. A stockholder purchased a
note for $25,000 payable on November 7, 2004 plus accrued interest. Accrued
interest on this obligation of $603 was charged to operations in 2003 and is
included in accrued expenses -- related parties at December 31, 2003. Through
March 31, 2004, five additional stockholders acquired notes aggregating
$200,000. Interest charged to operations during the months ended March 31, 2004
was $4,082 and is included in accrued expenses -- related parties. Through June
25, 2004 four other stockholders acquired notes aggregating $575,000. Management
of the Company offered the notes to all accredited individuals, all but one of
whom were our stockholders at the time they were offered these notes. Management
did not seek investors outside of its own stockholders and a few other
individuals who are longstanding business associates of the Company's officers.
Management did not go out into the open market to solicit individuals to buy
these notes nor does management intend for its pending initial registration of
its securities for sale to the public (see Note 6 below) to be a part of the
solicitation for the sale of these notes. Moreover, Management believes that its
note offering could not be integrated under applicable rules with its proposed
initial public offering. Nevertheless, the Securities and Exchange Commission
("SEC"), a state securities regulator or one or more of the note holders from
this private placement note offering may assert the position that the note
offering was an unregistered public

F-13

NOTE 4 -- RELATED PARTY TRANSACTIONS. (CONTINUED)

offering. If such position were to prevail, among other things, the note
holders could demand immediate repayment of their notes plus interest at the
prevailing market rate. The Company and its management could be accused by the
SEC or other regulatory bodies of violations of securities or other laws and
regulations which could subject them to criminal or civil sanctions and
penalties. If such accusations were instituted, the Company's planned initial
offering of its securities for sale to the public could be jeopardized. The
defense of such accusations would not only require the expenditure of legal
fees but would divert management's attention from the Company's operations.

The Company's general and securities counsel is an original shareholder of
the Company. During the period from inception to March 31, 2004, these attorneys
rendered services aggregating $170,597. $36,460 of the total was charged to
additional paid-in capital for legal services rendered in connection with the
Company's private placements of its common stock. $75,226 is for legal services
in connection with the Company's initial offering of its securities to the
public of which $25,000 was paid at March 31, 2004. This amount is included in
the accompanying financial statements under the heading deferred registration
costs. The remainder was for general corporate matters of which $7,603 and
$51,243 was charged to operations in fiscal 2003 and 2002, respectively. A
portion, $11,841, of these legal fees was paid by a director of the Company who
was subsequently reimbursed by the Company in September 2002. At March 31, 2004,
December 31, 2003 and 2002, these unpaid fees aggregated $53,812 $16,594, and
$81,485, respectively, and are included in accrued expenses -- related parties.

(d) PLACEMENT AGENT FEES:

The Company's president controlled a corporate placement agent which placed
the Company's two private sales of its common stock to accredited investors. The
placement agent firm received $9,500 in 2001, $25,000 in 2002 and $70,950 in
2003 in commissions and fees for its services.

(e) CONSULTING AGREEMENT:

The Company in January 2004 retained the services of its Chairman to assist
senior management in identifying opportunities and developing strategies to
enhance the Company's value through a five year consulting agreement. The
Chairman will receive $120,000 annually for his services and a monthly car
allowance of $1,000. At March 31, 2004, the Chairman is owed $30,000 for his
consulting services and $3,000 for his allowance. These liabilities are included
in accrued expenses -- related parties at March 31, 2004.

(f) LEASE:

The Company leases its Stamford, CT premises from a corporation whose
Chairman and CEO is the Company's Chairman. The lease commenced in March 2004
and is for one year which is automatically renewable for an additional one year
term. Rental is $350 per month. At March 31, 2004, unpaid rent of $350 is
included in accrued expense -- related parties.

(g) EMPLOYMENT CONTRACT:

The Company entered into a four year employment contract with its CEO on
January 1, 2004. The CEO is to be paid $250,000 annually, an automobile
allowance of $12,000 annually plus all other benefits which are or will be
provided to other executive officers and employees of the Company. Additionally,
the CEO is to receive annually a cash incentive bonus equal to 1% of the
after-tax net income of the Company as defined. At March 31, 2004, the CEO is
owed $83,333 of his salary and $3,000 of his car allowance which are both
included in accrued expense -- related parties. The CEO has paid $15,530 in
telephone costs and medical and life insurance expenses of behalf of the Company
and is also included in accrued expenses -- related parties.

F-14

NOTE 5 -- INCOME TAXES.

The Company does not have any currently payable or deferred federal or
local tax benefit since its inception to December 31, 2003. At March 31, 2004
and December 31, 2003, the Company had a net operating loss carry forward
amounting to approximately $1,771,000 and $1,491,000, respectively, available to
reduce future taxable income, of which $724,000 expires in 2022, $767,000
expires in 2023, and $280,000 expires in 2024. Management is unable to determine
if the utilization of the future tax benefit is more likely than not to occur
and, accordingly, the deferred tax asset of approximately $602,200 and $507,000
at March 31, 2004 and December 31, 2003 has been fully reserved. A
reconciliation of the actual tax provision to the expected statutory rate is as
follows:

FOR THE PERIOD FROM
FOR THE YEARS ENDED DECEMBER 31, FEBRUARY 21, 2001
------------------------------------------------------- (INCEPTION) TO
2003 2002 DECEMBER 31, 2003
--------------------------- --------------------------- -----------------------------

Loss before income taxes ......... ($767,166) ($723,240) ($1,490,856)
--------- --------- -----------
Expected statutory tax
benefits ........................ (260,800) -34.0% (245,900) -34.0% (507,000) -34.0%
Net operating loss
valuation reserve ............... 260,800 34.0% 245,900 34.0% 507,000 34.0%
--------- ----- --------- ----- ----------- -----
Total tax benefit ................ $ -- -- $ -- -- $ -- --
========= ===== ========= ===== =========== =====

A reconciliation of the actual tax provision to the expected statutory
rate is as follows:

FOR THE PERIOD FROM
FOR THE THREE MONTHS ENDED MARCH 31, FEBRUARY 21, 2001
----------------------------------------------------- (INCEPTION) TO
2003 2002 MARCH 31, 2004
-------------------------- -------------------------- -----------------------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- ------------- ----------------

Loss before income taxes ......... ($280,250) ($32,023) ($1,771,106)
--------- -------- -----------
Expected statutory tax
benefits ........................ (95,200) -34.0% (11,200) -34.0% 602,200 -34.0%
Net operating loss
valuation reserve ............... 95,200 34.0% 11,200 34.0% (602,200) 34.0%
--------- ----- -------- ----- ----------- -----
Total tax benefit ................ $ -- -- $ -- -- $ -- --
========= ===== ======== ===== =========== =====

NOTE 6 -- COMMON STOCK.

On February 21, 2001, the founding, original shareholders, all of whom are
accredited investors, subscribed for 202,700,000 shares of common stock for an
aggregate of $20,270 of which $140 was paid in 2001 and the balance in 2002.

In payment for administrative services rendered in conjunction with the
organizing of the Company, four persons received 450,000 shares of the Company's
common stock whose fair value was $45 as determined by the then per share price
($.0001) paid by the founding and original shareholders.

In 2003, the Chairman was issued 5,000,000 shares of the Company's common
stock as compensation for the Chairman's extending the due date of his $350,000
note to June 30, 2003. The fair value of the securities of $250,000 was charged
to operations as additional interest expense.

The Company in January 2004 issued 500,000 shares of its common stock to an
individual as an inducement to become a member of the Company's Board of
Directors. The fair value of the common shares issued of $125,000 was charged to
operations upon issuance. The fair value was based upon the per share value
$0.25 ascribed to the Company's initial public offering of its securities. See
below.

PRIVATE PLACEMENTS OF THE COMPANY'S SECURITIES:

In September 2001, the Company commenced the sale of 60,000,000 of its
unregistered common shares to accredited investors for $.005 per share. The
Company received $79,309 in proceeds (net of $16,191 in offering costs) in 2001
and $178,095 (net of $23,809 in offering costs) in 2002 from this private
offering.

F-15

NOTE 6 -- COMMON STOCK. (CONTINUED)

In July 2002 the Company commenced another private placement of 15,000,000
unregistered shares of its common stock to accredited investors for an aggregate
of $750,000 ($.05 per share). The Company received $5,115 net proceeds from the
sale of 810,000 shares of its common stock in 2002 and $638,550 in net proceeds
from the sale of 14,190,000 shares of its common stock in 2003.

In November 2003 the Company commenced an offering for up to $500,000 of
its 20% interest bearing one year unregistered notes to accredited investors.
The offering amount was increased to $1,000,000. The note offering, which was
scheduled to expire on February 3, 2004, was extended to February 29, 2004 and
further extended until its termination on June 25, 2004. If the Company's
initial sale of its securities is successful, the note offering will be
terminated upon the effectiveness of a registration statement. Through June 25,
2004 eleven notes in the amount of $800,000 were sold. These notes were offered
to all accredited individuals, all but one whom are stockholders of the Company.
The Company did not go out into the open market to solicit individuals to buy
these notes. The Company did not use the registration statement as a general
solicitation for the sale of the notes. The registration statement does not
state any specific information to a note holder regarding the repayment of the
note. The individual who was not an existing stockholder of the Company is a
personal friend of the Company's President. Nevertheless, the Securities and
Exchange Commission, a Blue Sky regulator or one of the note holders from the
note offering may at some time assert the position that the note offering was an
unregistered public offering. If such a position were to prevail, several
possible consequences might ensue including the immediate repayment of the notes
with interest at the market rate. In addition, we may also be subject to legal
enforcement by federal and state agencies which will necessitate the expenditure
of a significant amount of time and resources in our legal defense.

INITIAL SALE OF THE COMPANY'S SECURITIES TO THE PUBLIC:

The Company entered into an agreement with a placement agent to offer for
sale to the public, on a best efforts basis, up to 20,000,000 units of the
Company's securities to the public at a purchase price of $0.25 per unit. Each
unit consists of one share of the Company's common stock, one Class A warrant to
buy a share of the Company's common stock at $.50 and two Class B warrants to
each purchase one share of the Company's common stock for $1.00. The Company
would pay a placement agent commission of 8% of the proceeds of all the units
placed by the placement agent and a non-accountable expense allowance of 3% of
the proceeds of all the shares placed by the placement agent. In addition to the
placement agent's cash compensation, the Company has agreed to give the
placement agent warrants to purchase up to 1,600,000 units at a purchase price
of $.3125 per unit which will be exercisable for a period of 5 years, which
means that the placement agent will receive a warrant to purchase one unit for
every 12.5 units sold by the placement agent. The placement agent's warrants and
the underlying shares of common stock will not be registered at the time of
grant.

NOTE 7 -- COMMITMENTS AND CONTINGENCIES.

(a) SPONSORED RESEARCH AND LICENSE AGREEMENTS.

In June 2002, the Company simultaneously entered into a three year research
and development agreement with the Weill Medical College of Cornell University
and a license agreement with Cornell Research Foundation, Inc., a subsidiary of
Cornell University (collectively "Cornell"). The agreements require the Company
to fund the research for a medical compound which has certain derivatives that
are (i) directed towards the treatment of cancer as a site directed
chemotherapeutic agent that selectively attacks only cancer cells through a
specific delivery device depending on the organ in which the cancer is located
in the body and (ii) directed towards anti-HIV activity which could be used
either systematically as an AIDS therapy, or locally as a microbicide to prevent
the sexual acquisition of HIV. In return for the research funding the Company
became the exclusive licensee for the commercial use of any product derived from
the research.

The Company is required to make additional minimum payments to Cornell of
$375,000 which was paid in July 2004. Additionally the Company is required to
pay a portion of any costs associated with

F-16

NOTE 7 -- COMMITMENTS AND CONTINGENCIES. (CONTINUED)

obtaining patents on the technology derived from the research. In order for the
Company to maintain its exclusive license arrangement, the Company must make
additional payments when and if certain milestones are achieved. The milestones
and the amounts due are as follows:

Submission of Investigative New Drug
Application to the FDA or equivalent ........... $ 50,000
Initiation of Phase I Clinical Trial ........... 62,500
Initiation of Phase II Clinical Trial .......... 125,000
Initiation of Phase III Clinical Trial ......... 200,000
FDA or Equivalent Body Approval ................ 1,000,000
First Anniversary after FDA Approval ........... 750,000

The term of the license extends up to the expiration date of any patent
granted from the R&D technology. The license requires the Company to make
royalty payments of up to 7% from the sale of any product developed through the
R&D technology. Commencing one year after the first sale of any R&D related
product, the Company is required to make annual minimum royalty payments of
$100,000 for as long as the Company remains licensee. Cornell is also entitled
to a percentage of the proceeds received by the Company from its sub-licensees
and from the sale or transfer of any part of its rights and interest in the
license. The Company may terminate the license agreement at any time provided
that all amounts owed under the agreement are paid and that the sale of all
products developed from the R&D technology by the Company or its sub-licensees
must cease and the license is returned to Cornell.

In January 2004 the Company entered into a second sponsored research
agreement with Cornell for three years. The Company has agreed to sponsor
research in other uses of certain oncological technologies for an aggregate of
$1,000,000 of which $75,000 was paid in July 2004 and the balance is payable in
installments of $112,500 by November 2004, $187,500 in December 2004 and
$312,500 in each of fiscal 2005 and 2006. The Company, in return for its
research funding, received a first right of refusal to acquire a royalty-bearing
license to market the technology developed by the researchers.

(b) LEASE:

The Company and a corporation controlled by the lead researcher employed by
Cornell to undertake the sponsored research have entered into an arrangement
whereby the Company is entitled to use the researcher's apartment in New York
City for $1,500 per month through July 2004. The arrangement provides for
automatic yearly renewals. The researcher has agreed to credit the company for
its use fee any and all furnishings the company purchases for use in the
apartment. The Company in 2004 and 2003 acquired $5,919 and $45,494 of
furnishings and improvements to the apartment and received a credit from the
owner of $4,500 and $9,000, respectively, for the three months ended March 31,
2004 and for the six months use through December 31, 2003. At March 31, 2004 and
December 31, 2003, the balance of the furnishings costs was included in deferred
rent.

F-17

Marc Pharmaceuticals Inactive 424B3Prospectus supplement