SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

PHILLIPS CHRISTOPHER

(Last)

(First)

(Middle)

5422 CARRIER DRIVE

SUITE 306

(Street)

ORLANDO

32819

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2005

3. Issuer Name and Ticker or Trading Symbol
Telzuit Medical Technologies, Inc. [ TZMT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	6,996⁽¹⁾	I	By Midtown Partners & Co., LLC⁽²⁾
COMMON STOCK	225,000⁽¹⁾	I	By FAMALOM, LLC⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	10/15/2005⁽⁴⁾	⁽⁷⁾	Common Stock	31,815⁽⁵⁾	$0.6	D
Common Stock Warrant (Right to Buy)	05/06/2005	10/15/2005⁽⁶⁾	Common Stock	15,625	$0.6	D
Common Stock Warrant (Right to Buy)	07/12/2005	10/15/2005⁽⁶⁾	Common Stock	31,815	$0.8	D
Common Stock Warrant (Right to Buy)	06/22/2005	10/15/2005⁽⁶⁾	Common Stock	55,107⁽¹⁾	$0.6	I	By Midtown Partners & Co., LLC⁽²⁾
Common Stock Warrant (Right to Buy)	06/22/2005	10/15/2005⁽⁶⁾	Common Stock	40,000⁽¹⁾	$0.8	I	By Midtown Partners & Co., LLC⁽²⁾
Common Stock Warrant (Right to Buy)	06/22/2005	10/15/2005⁽⁶⁾	Common Stock	140,000⁽¹⁾	$0.6	I	by FAMALOM, LLC⁽³⁾
Common Stock Warrant (Right to Buy)	06/22/2005	10/15/2005⁽⁶⁾	Common Stock	140,000⁽¹⁾	$0.8	I	By FAMALOM, LLC⁽³⁾

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this Report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. The Reporting Person owns, directly or indirectly, a portion of the issued and outstanding ownership interests of Midtown Partners & Co., LLC.

3. The Reporting Person owns, directly or indirectly, a portion of the issued and outstanding ownership interests of FAMALOM, LLC.

4. The shares of Series A Convertible Preferred Stock are convertible at any time after the "Conversion Date", which is defined as: (i) the Effective Date of the Issuer's SB-2 Registration Statement, which the Company plans to file on or about October 15, 2005; or (ii) the date that the Reporting Person has satisfied the minimum one-year holding requirements set forth in SEC Rule 144(d).

5. This number assumes conversion as of the Conversion Date. Conversion of the Series A Preferred Stock at a later date may increase the number of underlying shares of common stock to adjust for any dividends accrued and unpaid on each share to the date such share is converted.

6. The purchase right represented by the warrant is exercisable through and including the close of business on the date five (5) years from the date that the Issuer files a Registration Statement on Form SB-2 covering the Warrants, the underlying Warrant Shares and the shares of common stock. It is anticipated that the Issuer will file an SB-2 Registration Statement on or about October 15, 2005. The expiration date for the Warrants will depend on the actual date the Registration Statement is filed with the SEC.

7. none.

	/s/ Chris D. Phillips	09/23/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.