UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB/A

(Amendment No. 1)

(Mark One)

x Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

¨ Transition report under Section 13 or 15(d) of the Exchange Act

Commission file number: 33-55254-36

E Med Future, Inc.

(Name of small business issuer in its charter)

Nevada	87-0485314
(State of incorporation)	(I.R.S. Employer Identification No.)

794 Morrison Road, Suite 911, Columbus, OH 43230

(Address of principal executive offices)

(330) 674-1363	www.NeedleZap.com
(Issuer’s telephone number)	(Issuer’s website)

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

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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  ¨

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB  ¨

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

State issuer’s revenues for its most recent fiscal year. $120,509

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $1,057,676 as of March 31, 2006.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 32,763,415 shares of common stock, $0.001 par value per share, as of March 31, 2006

Transitional Small Business Disclosure Format (check one):    Yes  ¨    No  x

EXPLANATION OF AMENDMENT

E Med Future, Inc. is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission on May 16, 2006, to amended the Auditor’s Report which has been modified to include the period March 14, 2000 (Inception) to December 31, 2005. For reference, E Med’s consolidated financial statements are being included in the Amendment as previously reported.

In connection with the filing of this Amendment, and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with the Amendment currently dated certifications. The Amendment does not reflect any event occurring after the filing of E Med’s Form 10-KSB on May 16, 2006, or modify or update the disclosure contained in the Form 10-KSB except as specifically referenced above.

TABLE OF CONTENTS

Item 13. Exhibits.	1
SIGNATURES	2
Auditor’s Report and Financial Statements	F-1

i

Item 13. Exhibits.

31	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed with this amendment no. 1 to annual report

1

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, E Med Future, Inc. caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	E MED FUTURE, INC.
Date: January 11, 2007	/s/ Donald Sullivan
	Donald Sullivan, Chief Financial Officer and interim Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of E Med Future, Inc. and in the capacities and on the dates indicated.

Date: January 11, 2007	/s/ Ronald L. Alexander
	Ronald L. Alexander, Director

Date: January 11, 2007	/s/ Donald Sullivan
	Donald Sullivan, Chief Financial Officer, interim Chief Executive Officer and Director

2

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

CONTENTS
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Consolidated Statement of Stockholders’ Equity (Deficit)	F-6
Notes to Consolidated Financial Statements	F-7

MEYLER & COMPANY, LLC

ONE ARIN PARK

1715 HIGHWAY 35

MIDDLETOWN, NJ 07748

Report of Independent Registered Public Accounting Firm

To the Board of Directors

E Med Future, Inc. and Subsidiary

Columbus, Ohio

We have audited the accompanying consolidated balance sheets of E Med Future, Inc. and Subsidiary (a Development Stage Company) as of December 31, 2005 and 2004 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years then ended and for the cumulative development stage period March 14, 2000 (Inception) to December 31, 2005in the period ended December 31, 2005. These consolidated 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of E Med Future, Inc. and Subsidiary as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2005 and from March 14, 2000 (Inception) to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the consolidated financial statements, the Company incurred net losses of $2,098,163 and $1,117,556 for the years ended December 31, 2005 and 2004, respectively, and has a negative working capital of $514,088 and Stockholders’ Deficit of $1,167,942 at December 31, 2005. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Meyler & Company, LLC
Middletown, NJ
May 10, 2006

F-1

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	December 31,
	2005			2004
ASSETS
CURRENT ASSETS
Cash				$	2,810
Accounts receivable, net of allowance for doubtful accounts of $0 and $67,744 in 2005 and 2004, respectively	$	16,410			2,511
Inventory		105,128			488,153
Prepaid expenses		8,400			17,713
Current portion of prepaid compensation					440,000
Total Current Assets		129,938			951,187
PREPAID CONSULTING COMPENSATION					311,667
EQUIPMENT, net of accumulated depreciation of $9,578 and $60,932, in 2005 and 2004, respectively		21,426			167,787
PATENTS AND LICENSES
Patents, net of accumulated amortization of $46,772 in 2004					140,316
	$	151,364		$	1,570,957
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft	$	365
Notes payable to bank		149,098		$	141,098
Current portion of note payable		1,828			1,828
Notes payable to related party		2,000			25,000
Accounts payable		242,932			206,611
Accounts payable to related party		57,108			25,376
Accrued expenses		190,695			55,523
Customer deposits					100,000
Total Current Liabilities		644,026			555,436
LONG-TERM DEBT
Note payable, less current portion		1,280			2,700
Notes payable to related party		126,000
Convertible promissory note payable		548,000			548,000
Total Long-Term Liabilities		675,280			550,700
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock $0.001 par value, 50,000,000 authorized, 32,763,415 and 29,183,415 issued and outstanding at December 31, 2005 and 2004, respectively		32,763			29,183
Paid-in-capital		3,263,887			2,802,067
Deficit accumulated during development stage		(4,464,592	)		(2,366,429	)
Total Stockholders’ Equity (Deficit)		(1,167,942	)		464,821
Total Liabilities and Stockholders’ Equity (Deficit)	$	151,364		$	1,570,957

See accompanying notes to consolidated financial statements.

F-2

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,						Period March 14, 2000 (Inception) to December 31, 2005
	2005			2004
NET SALES	$	120,509		$	118,507		$	920,501
COSTS AND EXPENSES:
Cost of goods sold		189,171			175,372			730,401
Selling, general and administrative		241,376			526,269			1,635,088
Loss due to inventory obsolescence		225,110						225,110
Impairment of long lived assets		251,344						251,344
Research and development		6,114			550			15,547
Consulting expense		1,217,067			287,333			2,109,400
Impairment of goodwill					188,500			188,500
Depreciation and amortization		35,333			32,821			143,038
Total Costs and Expenses		2,165,515			1,210,845			5,298,428
NET OPERATING LOSS		(2,045,006	)		(1,092,338	)		(4,377,927	)
OTHER INCOME (EXPENSE)
Interest and other income								23
Interest expense		(53,157	)		(25,218	)		(86,688	)
Total Other Expenses		(53,157	)		(25,218	)		(86,665	)
NET LOSS	$	(2,098,163	)	$	(1,117,556	)	$	(4,464,592	)
NET LOSS PER COMMON SHARE (Basic and diluted)	$	(0.06	)	$	(0.04	)	$	(0.74	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		32,635,908			26,873,019			6,043,077

See accompanying notes to consolidated financial statements.

F-3

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,						Period March 14, 2000 (Inception) to December 31, 2005
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,098,163	)	$	(1,117,556	)	$	(4,464,592	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		35,333			32,821			143,038
Consulting expense		1,217,067			287,333			2,109,400
Research and development costs								8,808
Start-up costs								19,177
Amortization of prepaid expense		9,313			14,025			39,913
Loss on inventory obsolescence		225,110						225,110
Impairment of long lived assets		251,344						251,344
Impairment of goodwill					188,500			188,500
Changes in operating assets and liabilities:
Accounts receivable		(13,899	)		97,051			(16,410	)
Inventory		157,915			(175,885	)		(179,223	)
Prepaid expenses and compensation					(17,712	)		(17,712	)
Accounts payable		36,321			(44,312	)		242,929
Accounts payable to related party		31,732			(41,600	)		57,108
Accrued expenses		135,172			11,693			190,695
Customer deposits		(100,000	)		100,000
Net Cash Used in Operating Activities		(112,755	)		(665,642	)		(1,201,915	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment					(59,418	)		(94,806	)
Net Cash Used in Investing Activities					(59,418	)		(94,806	)
CASH FLOWS FROM FINANCING ACTIVITIES
Initial capitalization								1,666
Cash acquired in acquisition								200,000
Notes payable		6,580			4,528			152,206
Notes payable to related party		103,000			(29,101	)		394,484
Convertible promissory note payable					548,000			548,000
Net Cash Provided by Financing Activities		109,580			523,427			1,296,356
DECREASE IN CASH		(3,175	)		(201,633	)		(365	)
CASH, BEGINNING OF YEAR		2,810			204,443
CASH (OVERDRAFT), END OF YEAR	$	(365	)	$	2,810		$	(365	)

See accompanying notes to consolidated financial statements.

F-4

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

	For the Years Ended December 31,				Period March 14, 2000 (Inception) to December 31, 2005
	2005		2004
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	1,008	$	25,218	$	34,539
Supplemental Schedule of Non-Cash Investing and Financing Activities:
NeedleZap Partnership Contribution of Assets to Company
Inventory					$	151,015
Equipment						133,912
Patent						189,089
Issuance of common stock for consulting services and compensation		1,217,067		1,039,000		2,256,067
Loss on inventory obsolescence		225,110				225,110
Impairment of long lived assets		251,344				251,344
Issuance of 1,250,000 shares valued at $0.3108 per share to acquire MSTI and allocation of purchase price to license						188,500
Issuance of common stock in payment of loan				266,484		266,484

See accompanying notes to consolidated financial statements.

F-5

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Period March 14, 1990 (Inception) to December 31, 2005

	Common Shares	Common Stock		Paid in Capital		Accumulated Deficit			Total
Inception, March 14, 1990 to December 31, 2000	1,000,000	$	1,000	$	666	$	(1,666	)
Net loss for the year ended December 31, 2001							(81,917	)	$	(81,917	)
Balance December 31, 2001	1,000,000		1,000		666		(83,583	)		(81,917	)
Net loss for the year ended December 31, 2002							(298,709	)		(298,709	)
Balance December 31, 2002	1,000,000		1,000		666		(382,292	)		(380,626	)
Issuance of common shares for preferred stock in reverse merger	19,850,000		19,850		485,150					505,000
Issuance to consultants for services rendered @ $0.15 per share	4,000,000		4,000		596,000					600,000
Issuance for Strategic Alliance Agreement @ $0.90 per share	34,000		34		30,566					30,600
Issuance of shares for acquisition of MSTI @ $0.3108 per share	1,250,000		1,250		387,250					388,500
Net loss for the year ended December 31, 2003							(866,581	)		(866,581	)
Balance December 31, 2003	26,134,000		26,134		1,499,632		(1,248,873	)		276,893
June 30, 2004 issuance of shares @$0.3566 per share in payment of loan	749,415		749		265,735					266,484
September 16, 2004 issuance of shares @$0.44 per share for consulting agreement	2,000,000		2,000		878,000					880,000
November 5, 2004 issuance of shares @$0.53 per share for consulting services	300,000		300		158,700					159,000
Net loss for the year ended December 31, 2004							(1,117,556	)		(1,117,556	)
Balance December 31, 2004	29,183,415		29,183		2,802,067		(2,366,429	)		464,821
January 15, 2005 issuance of 3,580,000 shares @ $0.13 per share for consulting services and employee and director compensation	3,580,000		3,580		461,820					465,400
Net loss for the year ended December 31, 2005							(2,098,163	)		(2,098,163	)
Balance December 31, 2005	32,763,415	$	32,763	$	3,263,887	$	(4,464,592	)	$	(1,167,942	)

See accompanying notes to consolidated financial statements.

F-6

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2004

NOTE A - BUSINESS

The Company and Nature of Business

E Med Future, Inc. and Subsidiary (the “Company”), a development stage enterprise, was organized under the laws of Delaware on August 25, 2000. The Company plans to manufacture and sell a device that can disable a hypodermic needle trademarked under the name “NeedleZap.”

Reverse Merger

In April 2004, Micro-Economics, Inc., (“Micro”) , a Nevada corporation, acquired all of the Company’s outstanding convertible preferred stock by the issuance of 19,850,000 shares of $0.001 par value common stock (the “Merger”). Simultaneously, Micro-Economics, Inc. changed its name to E Med Future, Inc. In connection with the Merger, the Company became a wholly owned subsidiary of Micro and the Company’s officers and directors replaced Micro’s officers and directors. Prior to the Merger, Micro was a non-operating “shell” corporation. Pursuant to Securities and Exchange Commission rules, the merger of a private operating company (E Med Future, Inc.) into a non-operating public shell corporation with nominal net assets (Micro) is considered a capital transaction. Accordingly, for accounting purposes, the merger has been treated as an acquisition of Micro by the Company and a recapitalization of the Company. The historical financial statements prior to December 31, 2003 are those of the Company.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The company considers all highly-liquid investments, with a maturity of three months or less when purchased, to be cash equivalents.

Consolidated Financial Statements

The consolidated financial statements include the Company and its wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

Fair Values of Financial Instruments

The Company uses financial instruments in the normal course of business. The carrying values of cash, accounts receivable, inventory, bank overdrafts, accounts payable, accrued expenses, and customer deposits approximate their fair value due to the short-term maturities of these assets and liabilities. The carrying values of notes payable and convertible promissory note payable approximate their fair value based upon management’s estimates using the best available information.

F-7

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

Revenues are recorded at the time of shipment of merchandise to customers, which is the time that the price is fixed, title has been transferred, collection of the resulting receivable is reasonably assured and the Company has no significant obligations remaining to be performed. Certain goods are shipped to retailers on a consignment basis under which title and risk of ownership are not transferred to the retailer. Accordingly, sales are not recorded until a retail customer has purchased the goods from these retailers.

Net Loss Per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share.” SFAS No. 128 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods.

Equipment and Depreciation

Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

Patent Amortization

The Company amortizes its patent over a 15 year period.

Allowance for Doubtful Accounts

It is the company’s policy to provide an allowance for doubtful accounts when it believes there is a potential for non-collectibility.

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined using the first-in, first-out (FIFO) method.

Advertising Costs

Advertising costs are expensed in the period incurred. Total advertising expense amounted to $2,093 and $47,447 for the years ended December 31, 2005 and 2004, respectively, and are included in Selling, General and Administrative Expenses.

F-8

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

SFAS No. 123, “Accounting for Stock-Based Compensation” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires employee compensation expense to be recorded (1) using the fair value method or (2) using the intrinsic value method as prescribed by accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations with pro forma disclosure of what net income and earnings per share would have been had the Company adopted the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of APB 25. For non-employee options and warrants, the Company uses the fair value method as prescribed in SFAS 123.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeded the fair value of the assets.

Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 151 (“SFAS 151”), “Inventory Costs.” SFAS 151 amends the guidance in APB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current period charges regardless of whether they meet the criteria of “so abnormal.” In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for financial statements issued for fiscal years beginning after June 15, 2005. The adoption of SFAS 151 is not expected to have a material effect on the Company’s financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (“SFAS 153”), “Exchanges of Non-monetary Assets.” SFAS 153 amends the guidance in APB No. 29, “Accounting for Non-monetary Assets.” APB No. 29 was based on the principle that exchanges of non-monetary assets should be measured on the fair value of the assets exchanged. SFAS 153 amends APB No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 151 is effective for financial statements issued for fiscal years beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have a material effect on the Company’s financial position or results of operations.

In December 2004, the FASB revised Statement of Financial Accounting Standards No. 123 (“SFAS 123(R)”), “Accounting for Stock-Based Compensation.” The SFAS 123(R) revision established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services and focuses primarily on accounting for transactions in which an entity obtains employee services in share-based

F-9

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

payment transactions. It does not change the accounting guidance for share-based payment transactions with parties other than employees. For public entities that file as small business issuers, the revisions to SFAS 123(R) are effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of SFAS 123(R) is not expected to have a material effect on the Company’s financial position or results of operations.

In May 2005, the FASB issued SFAS no. 154, “Accounting Changes and Error Corrections (“SFAS No. 154”) which replaces APB Opinion No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An Amendment of ABP Opinion No. 28.” SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. Specifically, this statement requires “retrospective application” of the direct effect for a voluntary change in accounting principle to prior periods’ financial statements, if it is practical to do so. SFAS No. 154 also strictly defines the term “restatement” to mean the correction of an error revising previously issued financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 and are required to be adopted by the Company in the first quarter of fiscal year 2006. Although we will continue to evaluate the application of SFAS No. 154, management does not anticipate that adoption will have a material impact on our results of operations, financial position or cash flows.

NOTE C - GOING CONCERN

As indicated in the accompanying financial statements, the Company incurred net losses of $2,098,163 and $1,117,556 for the years ended December 31, 2005 and 2004, respectively, and has a negative working capital of $514,088 and Stockholders’ Deficit of $1,167,942 at December 31, 2005, and is considered a company in the development stage. Management’s plans include the raising of capital through short term financing to fund future operations and the generating of revenue through its business. Failure to raise capital, keep its products and manufacturing facilities in FDA compliance, and generate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

F-10

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE D - ACQUISITION OF MEDICAL SAFETY TECHNOLOGIES, INC.

On December 30, 2003, the Company acquired 100% of the issued and outstanding stock of Medical Safety Technologies, Inc. (“MSTI”), a wholly owned subsidiary of UTEK Corporation, a publicly-held technology transfer company, in exchange for 1,250,000 shares of the Company’s common stock. MSTI holds the license to a patented invention known as the Safe Receptacle for Sharps, designed to aid in the safe transport of sterile and used sharp medical instruments. The Company expects the Safe Receptacle for Sharps product to provide complimentary technology to its “NeedleZap” portable needle destruction device.

Allocation of the purchase price was as follows:

Value of 1,250,000 shares of common stock at $0.74 per share	$	925,000
Less: Write down of fair market value due to small market “float” and high market volatility of the Company’s stock		536,500
Adjusted purchase price at $0.3108 per share	$	388,500
Fair value of net assets allocated as follows:
Cash	$	200,000
License		188,500
	$	388,500

The agreement additionally requires minimum payments and royalties as follows:

(a) A license fee payment of $13,000 within 30 days of the execution of the agreement,

(b) 3% of net sales of the licensed product,

(c) 50% of all payments received from sublicense fees, and

(d) Minimum royalties as follows: first year - nothing; second year - $5,000; third year - $7,500; fourth year - $10,000; and fifth and subsequent years $15,000 until the end of the patent life.

In 2004, the Company determined that the license was impaired and accordingly it was written off to operations.

NOTE E - INVENTORY

Inventory consists of the following at December 31, 2005 and 2004:

	2005		2004
Finished units	$	105,128	$	308,622
Component parts				179,531
	$	105,128	$	488,153

F-11

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE E – INVENTORY (CONTINUED)

Accounting Research Bulletin (“ARB”) No. 43, Chapter 4, “Inventory Pricing”, specifies that a departure from the cost basis of pricing inventory is required when the utility of the goods is no longer as great as its cost. The Company utilizes the lower of cost of market method when a departure from cost is required. As required by ARB No. 43, Chapter 4, Management reviewed the utility of the Company’s inventory for the year ended December 31, 2005 and determined that all raw materials inventory and a portion of finished goods inventory were required to be written down to their minimum realizable value. Accordingly, the Company recorded a loss of $225,110 in order to reduce inventory.

NOTE F - EQUIPMENT

Equipment consists of the following at December 31, 2005 and 2004:

	Useful Life	2005		2004
Office equipment	3-5 years	$	31,004	$	31,004
Tooling and dies	5-7 years				197,715
			31,004		228,719
Less accumulated depreciation			9,578		60,932
		$	21,426	$	167,787

$22,861 and $20,349 of Depreciation expense is included in Depreciation and amortization on the statement of operations for the years ended December 31, 2005 and 2004, respectively. As noted in Note H, the tooling and dies were determined to be impaired in 2005 and were written off.

NOTE G – PATENTS AND LICENSES

Patents and licenses consist of the following at December 31, 2004:

Patent	$ 187,088
Less accumulated amortization	(46,772	)
	140,316

$12,472 of Amortization expense is included in Depreciation and amortization on the statement of operations for the years ended December 31, 2005 and 2004, respectively. As noted in Note H, the patent was determined to be impaired in 2005 and was written off.

NOTE H – IMPAIRMENT OF LONG LIVED ASSETS

Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” required the Company to test long lived assets for impairment when conditions arise which indicate that the carrying amount of long lived assets may not be recoverable. As such, the Company tested its long lived assets for impairment based upon the fact that the Company had current-period operating and cash flow losses combined with the Company’s history of operating and cash flow

F-12

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE H – IMPAIRMENT OF LONG LIVED ASSETS (Continued)

losses. In assessing impairment, the Company considered its patent and the tooling equipment as an asset group as they both relate to the production and sales of Needle Zap units. Based upon the Company’s projections of future cash flows relating to this asset group, the Company determined that this asset group was impaired. The Company thus recorded an impairment loss of $251,344 for the December 31, 2005. This impairment loss consisted of the carrying amount of $123,500 in tooling and dies included within Fixed Assets and the carrying amount of $127,844 relating to the patent.

NOTE I - SHORT TERM BORROWING

The Company has a $150,000 line of credit from a local bank of which $902 was available at December 31, 2005. The loan is secured by the assets of the Corporation and is personally guaranteed by three major shareholders of the Company. The current annual interest rate is 7.75%. The average annual borrowing rate approximated 6.20%. The balance due was $149,098 and $141,098 at December 31, 2005 and 2004, respectively.

NOTE J - ROYALTY AGREEMENT

The Company has a royalty arrangement with NeedleZap General Partnership. The agreement requires a $5 royalty on each unit sold up to five million units regardless of how long it takes the Company to sell the units. Additionally, the Company has agreed to pay $1.00 per unit sold to be divided between two officers of the Company and the Director of Research and Development. This fee has been temporarily waived until the Company becomes profitable.

NOTE K - INCOME TAXES

The Company follows Financial Accounting Statement No. 109 (“SFAS No. 109”). Under this method, the Company recognizes a deferred tax liability or asset for temporary differences between the tax basis of an asset or liability and the related amount reported on the financial statements. The principal types of differences, which are measured at the current tax rates, are net operating loss carry forwards. At December 31, 2005, these differences resulted in a deferred tax asset of approximately $629,000. SFAS No. 109 requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Since realization is not assured, the Company has recorded a valuation allowance for the entire deferred tax asset, and the accompanying financial statements do not reflect any net asset for deferred taxes at December 31, 2005. The valuation allowance increased by $278,000 and $264,000 in the years ended December 31, 2005 and 2004, respectively.

The Company’s net operating loss carry forwards amounted to approximately $1,967,000 at December 31, 2005 and will expire between 2018 and 2020.

NOTE L - RELATED PARTY TRANSACTIONS

Accounts payable to related party represents amounts payable to a supplier owned by the former President of the Company. Additionally, a company owned by the former President provides warehouse and office space to the Company on a month to month basis at the rate of $1,800 per month. In August of 2005, the company owned by the former President stopped charging the Company rent. The amounts due to the related party at December 31, 2005 and 2004 are $39,217 and $25,376, respectively. The Company also owes $2,153 at December 31, 2005 to a law firm in which a former Director is a partner.

F-13

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE L - RELATED PARTY TRANSACTIONS (Continued)

Notes payable to Related Party is a note payable to a Director of the Company. This note is non-interest bearing.

During the year ended December 31, 2002, an employee advanced the Company $215,585. The loan carried no interest and had no repayment terms. Had the Company borrowed such funding from a lending institution, the imputed interest would have been approximately $4,696 based on a five percent (5%) interest rate. During the year ended December 31, 2003, the Director of Research purchased this loan for stock of the Company which he held and advanced additional funds bringing the total funds advanced to $320,585. During the six months ended June 30, 2004, the loan accrued interest of $9,399 and the Company made payments against the principal and interest of $63,500. The net loan balance, including interest at June 30, 2004, of $266,484 was converted to 749,415 shares of the Company’s common stock at an average price of $0.356 per share.

During the year ended December 31, 2005, the Company had sales of $42,565 to a Company controlled by the former Director of Research of the Company.

NOTE M - NOTE PAYABLE

During 2004, the Company entered into a note payable to Ford Motor Credit payable in monthly installments of $198 including interest at 13.96%. The note is collateralized by transportation equipment. At December 31, 2005, the balance due was $3,108 of which $1,828 was current.

NOTE N - STOCKHOLDERS’ EQUITY

In March 2003, the shareholders approved an increase in the Company’s authorized shares of common stock from 25,000,000 to 50,000,000.

On April 1, 2003, the Company, in a reverse merger, issued 19,850,000 shares of its common stock in exchange for 3,970 preferred shares of the former E-Med Future, Inc. and subsidiary valued at $505,000.

On April 21, 2003, the Company issued 4,000,000 shares of its common stock to various consultants for prior services rendered. These shares were valued at a price of $0.15 per share and reflected as stock based compensation aggregating $600,000.

On June 12, 2003, the Company issued 34,000 shares of its common stock for services to be rendered during a 12 month period commencing June 12, 2004, under a Strategic Alliance Agreement with UTEK Corporation (“UTEK”) a publicly held technology transfer company, whereby UTEK will use its best efforts to identify new technologies that could be acquired by the Company. These shares were valued at a price of $0.90 per share.

On December 30, 2003, the Company issued 1,250,000 of its common stock to acquire 100% of the outstanding stock of Medical Safety Technologies, Inc. (“MSTI”), a wholly owned subsidiary of UTEK. MSTI holds the license to a patented invention known as Safe Receptacle for Sharps, designed to aid in the safe transport of sterile and used sharp instruments. These shares were valued at a discounted market price of $0.3108.

F-14

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE N - STOCKHOLDERS’ EQUITY (Continued)

On June 30, 2004, the Company issued 749,415 shares of its common stock at a price of $0.3556 per share as payment of a loan payable and accrued interest in the amount of $266,484.

On September 16, 2004, the Company issued 2,000,000 shares of its common stock for consulting services to be performed through September 2006. These shares were valued at $0.44 per share for a total value of $880,000 and recorded as prepaid compensation.

On November 5, 2004, the Company issued 300,000 freely trading shares of its common stock at $0.53 per share for a total value of $159,000 for consulting services.

On January 15, 2005, the Company issued 4,830,000 shares of its common stock, pursuant to a Form S-8 filing at a value of $0.39 per share for consulting services and employee and director compensation. Consulting expense was recorded in the amount of $1,883,700 for these services. In July 2005, the Company hired a qualified valuation consultant to perform a valuation of the company stock. Based on this valuation, the shares of stock were revalued at $0.13 per share and the consulting expense was adjusted to $627,900. 1,250,000 of these shares were returned to the Company. Consulting expense relating to this transaction has therefore been adjusted to $465,400.

NOTE O - CONVERTIBLE PROMISSORY NOTE

On April 1, 2004, the Company entered into a convertible promissory note agreement with an individual to lend the Company up to $750,000 of which $90,000 was in cash for working capital with the balance to be advanced to suppliers for the purchase of inventory. The note bears interest at the rate of 7.5% payable quarterly and is secured by a UCC Financing Agreement covering all of the Company’s assets. The note, at the note holder’s option, can be converted into 1,500,000 shares of the Company’s common stock. Additionally, the Company is obligated to make royalty payments as follows: On the first one million (1,000,000) units produced and sold after March 18, 2004, a payment of $3.00 per unit; on the second one million (1,000,000) units produced and sold, a payment of $2.00 per unit. Maximum aggregate royalty payments will be $5,000,000. Upon the option of the note holder to convert the note to 1,500,000 shares of the Company’s common stock, the lender would own approximately 5.555% of the Company’s issued and outstanding shares. The Company has agreed that, throughout the loan period, the note holder’s ownership interest will not be diluted through the issuance of additional stock warrants, options, convertible securities, preemption or other rights which may dilute the earning potential of the note holder’s shares. At December 31, 2005, the balance due on this note was $548,000. (See also Note S).

NOTE P - LICENSE AND DISTRIBUTION AGREEMENT

On September 6, 2004, the Company entered into a license and distribution agreement with ITDevelopment Solutions, Inc. (“ITD”), granting ITD the exclusive right to manufacture, distribute and sell the NeedleZap unit in Pakistan and the United Arab Emirates. ITD has completed construction of a new high-tech manufacturing facility in Pakistan that it expects will reduce the production cost of NeedleZap by 58%. ITD bears all the new costs of the new facility as part of the arrangements. In connection with the ITD arrangement, the Company entered into a two year consulting agreement with ITD president, Patrick Downs, in which Mr. Downs agreed to perform consulting service as an independent contractor. Pursuant to the term of the agreement, Mr. Downs will render advice and assistance with respect to the development of the Pakistan manufacturing facility and will receive 2,000,000 shares of the Company’s common stock as compensation for his services. The shares were valued at an average price of $0.44 per share of $880,000 and recorded as a prepaid consulting fee to be earned over a two year period.

F-15

E MED FUTURE, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2005 and 2004

NOTE P - LICENSE AND DISTRIBUTION AGREEMENT (CONTINUED)

In connection with the license and manufacturing agreement, the Company is to receive 10,000 NeedleZap units without cost, $90,000 in cash within 8 weeks of the execution of the agreement and royalties for each unit sold.

In July 2005, the Company terminated its license and distribution agreement with ITD Development Solutions, Inc. (ITD). The Company has been unable to recover the shares owed by Mr. Downs. The Company has therefore written off the unamortized prepaid consulting balance of $495,000 within Stock Based Compensation in the Statement of Operations.

NOTE Q - LEASE COMMITMENTS

In 2005, the Company entered a lease agreement which expires December 31, 2006. The minimum future lease commitment is $7,200.

Total Rent expense was $13,604 and $24,082 for the years ended December 31, 2005 and 2004. Of these amounts, $13,200 and $21,600 were for rent due the former President of the Company (See Note L).

NOTE R - CONCENTRATION

Approximately 98% of the Company’s sales for the year ended December 31, 2005 were with four distributors. Approximately 37% of the Company sales for the year ended December 31, 2005 were with a Company controlled by the former Director of Marketing of the Company.

NOTE S - INTERNAL CONTROLS AND CORPORATE GOVERNANCE

During the second quarter of 2004, $375,000 was paid to a company controlled by the Company’s Director of Marketing and invalid inventory was recorded with a corresponding increase in the Company’s convertible promissory note. Invalid sales totaling $379,000 were also reported. Similarly in the third quarter, $200,000 was paid to a Company controlled by the Company’s Director of Marketing and was recorded in inventory with an increase in the convertible promissory notes and an additional $312,500 in invalid sales reported. These transactions have been corrected at year end in the accompanying financial statements. The Company restated its previously issued quarterly reports with the Securities and Exchange Commission.

On April 13, 2004, since the funds advanced under the promissory note were not utilized for the purpose intended, the note holder adjusted the note effective December 31, 2004 and agreed to offset the invalid increases in the convertible promissory note against amounts due to the company controlled by the Director of Marketing, reducing this note to $548,000.

F-16