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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-KSB

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

For the fiscal year ended December 31, 2004

ENERGENX, INC.

Commission file number:  000-50739

State or other jurisdiction of incorporation or organization:  NEVADA

I.R.S. Employer Identification Number:  20-1044677

6200 E. Commerce Loop

Post Falls, Idaho 83854

Telephone:  (208) 665-5553

COMMON STOCK $0.001 PAR VALUE

Securities registered under Section 12(b) of the Exchange Act

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X   No ___

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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 or any amendment to this Form 10-KSB.  [   ]

State issuer’s revenues for its most recent fiscal year.  $0

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold (on August 8, 2004 at $0.20833 per share), as of March 15, 2005 was $2,474,308.*

The number of shares of Common Stock, par value $0.001, of the issuer outstanding as of March 15, 2005, was 26,697,270 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable.

Transitional Small Business Disclosure Format (Check one):  Yes ___; No  X  

FORWARD LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "may," "will," "should," "estimates," or "anticipates," or the negative thereof or other variations thereof or comparable terminology.

All forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward- looking statements. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no

assurance that our expectations will be attained or that any deviations will not be material. We disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this annual report on Form 10-KSB to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

PART I

Item 1.

Business.

Business Development

On December 27, 2004 Energenx and Edward II, Inc. (“Edward II”), a Nevada corporation and a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), entered into an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) whereby Energenx acquired all of the outstanding shares of common stock of Edward II from its sole shareholder in exchange for payment of cash at a per share price equal to the par value of $0.001.  Energenx was the surviving corporation in the transaction and its officers and directors became those of the surviving corporation.  The sole director and officer of Edward II resigned on the effective date of the merger.  Edward II was a blank check company incorporated in March 2004, and had no business activities prior to the date of the Acquisition Agr eement.  Edward II was incorporated for the purpose of becoming a fully reporting company and subsequently finding a merger candidate.  Pursuant to Rule 12g-3 of the Exchange Act Energenx is the successor issuer to Edward II for reporting purposes under the Exchange Act.

Introduction, Business Strategy

Energenx, Inc. (“Energenx”), is a technology based company engaged in the discovery, research and development of novel electromagnetic motor/generator and battery charger systems.  Energenx, formerly Bedini Technology, Inc., was incorporated in Nevada on September 29, 1999.  

Our proprietary technology is based on a hybrid electromagnetic motor/generator and on a two phase solid state battery charger that uses an innovative method for pulse charging batteries, both invented by John C. Bedini, a co-founder of Energenx, who is currently the Vice President for Research and Development of Energenx and a member of the board of directors.

The hybrid electromagnetic motor/generator is a low friction motor that utilizes a flywheel design configured with opposing magnets to charge dead batteries in a highly efficient manner, needing only a small trigger pulse of electricity from a primary battery or from the electrical power grid.  We have built and tested several hybrid motor/generator prototypes based on the hybrid electromagnetic motor/generator.  We intend to develop and test energy generation system prototypes that can be utilized to efficiently charge batteries for many home and industrial applications.

Our patented battery charger system is based on a solid state battery charger that uses a two phase method to charge batteries with pulsating current rather than with a constant charge current as is used with conventional battery chargers.  This technology can be used to increase and preserve for a longer period of time the energy stored in the charged battery as compared to constant current battery chargers.  We have utilized this solid state pulse battery charger technology in our lead product candidate, the Potential Battery Charger.

Energenx acquired the exclusive worldwide patent rights to the platform technology underlying the hybrid electromagnetic motor/generator from John Bedini pursuant to an Exclusive License Agreement and Right to Purchase Patents dated October 8, 1999.  Energenx also acquired worldwide patent rights to proprietary battery charging technology from John Bedini pursuant to a second Exclusive License Agreement and Right to Purchase Patents dated May 1, 2001.

Our business strategy is to segregate the market pertaining to various energy generation and battery charging products and technical applications, then enter into sub-licensing agreements with third party companies.  We plan to derive our revenues from licensing fees, royalties from product sales, profits from the manufacture and sale of key proprietary components and from research and development contracts.

On December 1, 2004, Energenx entered into an Exclusive Technology License Agreement with GTG Corp. pursuant to which Energenx granted an exclusive sub-license to sell and manufacture the Potential Battery Charger to GTG Corp.  GTG Corp. is largely owned and controlled by Marvin Redenius, a member of our board of directors.  The exclusive license is limited to North America and covers the electric vehicle market, excluding automobiles.  Under the terms of the sub-license agreement, Energenx will receive a 5% royalty based on the gross sales price of the units by GTG Corp.  In addition, the agreement contemplates that Energenx will supply proprietary electronic components of the Potential Battery Charger, known as Potential hybrid modules, to the licensee on a cost plus basis.  The grant of the exclusive sub-license was part of an integrated transaction whereby Mr. Rede nius purchased an aggregate of 4,800,000 shares of common stock of Energenx in return for an aggregate investment of $1 million between March and August 2004.  Mr. Redenius also became a member of our board of directors as part of these transactions in March 2004.

Our executive offices are located at 6200 E. Commerce Loop, Post Falls, Idaho 83854, telephone number (208) 665-5553.

Energenx’s fiscal year end is December 31.

Energenx Research and Product Development Programs

Solid State Pulse Battery Chargers

Our pulse charging solid state battery charger system uses a two phase method to charge batteries with pulsating current rather than with a constant charge current as is used with conventional battery chargers.  This type of device uses a timed electrical pulse to create a waveform in a direct current electrical pulse to be discharged into the battery receiving the charge.  Our research indicates that this technology can be used to increase and preserve for a longer period of time the energy stored in the charged battery as compared to constant current battery chargers.  Through our research and development efforts, we have refined our pulse charging technology through several product prototypes.

Battery Charger Products

We have completed development of a solid state pulse current battery charging system called the Potential Battery Charger, specifically designed to charge electric powered vehicles such as golf carts, ATVs, forklifts and back-up battery systems.  The current prototype of the Potential Battery Charger is designed to be specifically used to charge golf cart batteries.  This charger incorporates the use of our patented solid-state technology.  The Potential Battery Charger draws approximately one third as much power as a conventional charger, charges the battery in less time, and does not cause the battery to heat up or off-gas during the charging process.  In a direct comparison between the Potential Charger and a commercially available battery charger, the Potential Charger draws approximately 425 watts of electrical charge while the commercial battery charger draws over 1200 watts.  The Potential Charger also charges the battery in 35% less time.  Again, in a direct comparison between the Potential Charger and a commercially available model, the Potential Charger was able to completely recharge a golf cart battery in 7 hours while the commercial charger required a full 12 hours to complete the task.

Besides these obvious economic advantages to the Potential Battery Charger, there are three other major benefits.  The first is that the battery remains at room temperature during the entire charge cycle.  Experts in the battery industry know that over-heating of the battery during the charge cycle is the primary reason for premature failure of the battery.  Most of the energy saved by the Potential Charger is the energy not lost to the production of heat in the battery during the charge cycle.  The second is that when charging a battery with the Potential Battery Charger the battery off-gases much less than during conventional charging.  This reduces water loss in the battery during the charging process, and therefore reduces maintenance requirements.  The third is that ultimately the battery will last at least as long, or longer, than the manufacturer specifies, based on the lack of heat damage to the battery.  The electro-deposition process produced by the Potential Battery Charger is extremely fine.  This maintains the battery plates in “like new” condition at the end of each charge cycle.  The net result of this is that the batteries become capable of delivering many more charge/discharge cycles than batteries charged conventionally.  This extends the life of the batteries and reduces the cost of battery replacement.  This can be the largest economic benefit because battery replacement is the most expensive unnecessary cost associated with running electric vehicles.

Electromagnetic Motor/Generator Battery Energy System

The hybrid electromagnetic motor generator can produce mechanical energy using electrical energy pulses from a primary bank of batteries (or another source of electricity) and efficiently recharges a second bank of batteries simultaneously.  The charging and discharge of the banks of batteries are cycled so that at any given point in time, one bank of batteries is charging the other bank of batteries while it also utilizes excess energy to provide electrical current, via a direct current/alternating current inverter, to be consumed for other purposes.  The two phase pulse system for charging the second bank of batteries is based on the same proprietary technology as that used in the Potential Battery Charger.  Prototype models have demonstrated remarkable efficiencies, with seventy percent battery recharge as well as thirty percent mechanical energy production.

We intend to develop and test energy generation systems that can be utilized to efficiently charge batteries for many home and industrial applications.  It is contemplated that our electromagnetic motor generator battery systems could be used to efficiently store energy from various sources, for example, from the electrical grid, from alternating current generators, from solar cells, wind or hydropower turbines, and be available for long term back up power.

Recent Developments

On December 1, 2004, we entered into an Exclusive Technology License Agreement with GTG Corp., an Iowa based corporation largely owned and controlled by Marvin Redenius, a member of our board of directors.  Pursuant to that agreement, we granted GTG Corp. an exclusive license in the area of North America (the United States, Canada and Mexico) to proprietary Energenx technology relating to a battery charging system, known as the Potential Battery Charger, for charging battery operated vehicles, excluding automobiles.  The license granted to GTG Corp. includes a license under existing patents rights owned by Energenx and to any patent applications to be filed to the extent that it relates to the proprietary Energenx technology involving a battery charging system utilized for charging battery operated vehicles other than automobiles.  The license shall remain exclusive for a period of ten years, with an option to extend the exclusivity for an additional ten years.  GTG Corp. was not granted the right to sublicense under the agreement.

GTG Corp. agreed to pay royalties equal to five percent of the gross sales price of all products sold which utilize the licensed proprietary technology.  A nominal up front license fee of $1 was paid by GTG Corp. for the license.

As condition to entering into the Exclusive Technology License Agreement, GTG Corp. agreed to purchase all of our proprietary hybrid module components to be installed in the Potential Battery Chargers, named “Radiant modules” in the agreement, but now referred to as Potential modules between the parties, on a cost plus basis at a base price of $50.00 per module.

Under the Exclusive Technology License Agreement, we are obligated to pay all patent filing, prosecution and maintenance costs.  We have the first right to bring suit against any third party infringers and are responsible for all of our costs and expenses incurred in conjunction with such suit.  If we choose not to bring such a suit, GTG Corp. has the right to do so, and will pay the costs and expenses of such a suit against a third party infringer.  Either party shall be entitled to recovery of damages in a suit against a third party infringer brought by that party.

The license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology.  Either party can terminate the Exclusive Technology License Agreement if the other party defaults in the performance of any obligation under the agreement, is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or is placed in the hands of a receiver or trustee in bankruptcy, and such default or circumstance is not cured within 30 days after receiving notice by the other party specifying such default or circumstance.  Termination of the agreement would not relieve either party of any obligation to the other party incurred prior to such termination.

Pursuant to the Exclusive Technology License Agreement entered into in December 2004, the licensee GTG Corp. intends to test the sublicensed prototype battery charger known as the Potential Battery Charger.  If positive results from such testing are obtained, GTG intends to manufacture, market and sell Potential Battery Charger products.  As part of the Exclusive Technology License Agreement GTG agreed to purchase all Potential modules on a cost plus basis at a base price of $50.00 per module.  Each Potential Battery Charger will require installation of this Potential module into its electronic circuitry prior to becoming operational.  We intend to develop other versions of the Potential Battery Charger with varying voltage levels for use in forklifts, ATVs and other battery powered vehicles.  GTG Corp. will have the right to manufacture and sell these newer versions o f the Potential Battery Charger under the same terms and conditions as the original Potential Battery Charger.

Marketing and Sales

We do not intend to manufacture the products we may develop.  We intend to contract out the bulk of the manufacturing of the Potential hybrid modules pursuant to the license agreement with GTG Corp., or, in the future, other proprietary modules to be designed for each product, with final testing, potting and packaging of the hybrid modules to be done in house.  We intend to license to, or enter into strategic alliances with companies like GTG Corp., and larger companies in the battery charger business which are equipped to manufacture and/or market our products, if any, through their well developed distribution networks.  A similar approach is planned for the energy supply systems.  We intend to license some or all of our worldwide patent rights to more than one company to achieve the fullest development, marketing and distribution of our products, if any.  We may, how ever, do the initial marketing for the different products, before deciding on the cooperation partners, and may undertake such activities as sales through a franchising network for specific products, in which case we would subcontract the manufacturing of the product(s), and outsource the distribution.  The best suited business form will be decided an a case-to-case basis.

Patents and Intellectual Property

We are substantially dependent on our ability to obtain and maintain patents and proprietary rights for our product candidates, particularly those relating to the technology underlying our Potential Battery Charger, our lead product, and to avoid infringing the proprietary rights of others.  We have interests in three patents issued by the United States Patent and Trademark Office.  We obtained exclusive worldwide licenses to three patent applications, all of which subsequently became issued patents.  We have sublicensed to GTG Corp. our rights to two of the three patents listed below to the extent that they relate to a battery charging system for charging electric vehicles, excluding automobiles.  Additional patent applications may be forthcoming from our ongoing research and development.  We have not filed for any copyright or trademark protection to date.

Bedini Exclusive Technology License Agreements

On October 8, 1999, pursuant to an Exclusive Technology License Agreement and Right to Purchase Patents entered into with Edward II, Inc., our predecessor in interest, we obtained an exclusive license from John Bedini to a patent application and any proprietary technology developed by John Bedini involving a back electromagnetic force permanent electromagnetic motor generator.  A patent application covered by the license agreement relating to this technology was subsequently filed on January 13, 2000 and issued as a patent on May 21, 2002 concerning a “Device and method of a back EMF permanent electromagnetic motor generator”.  John Bedini also agreed, in the event that he was granted domestic or foreign patents relating to the back electromagnetic force permanent electromagnetic motor generator in the future, that John Bedini would, within 60 days, assign all right, title and interest in such patents to Energenx.  After the patent application covered by the license agreement was issued, John Bedini assigned the patent to Energenx, with Energenx retaining its obligations under the license agreement.  Under the 1999 License Agreement Energenx agreed to pay an up front license fee of $50,000 over a several year period ending in 2004.  In addition Energenx must pay a royalty of five percent on of the net selling price per unit of any licensed product sold by Energenx.  Energenx was granted the right to enter into exclusive sublicenses concerning the licensed technology upon written authorization from John Bedini.  Energenx must pay to John Bedini a three percent royalty on all product royalty income per unit received by Energenx from a sub-licensee.  In addition, Energenx undertakes to pay to John Bedini fifty percent of any license fee paid as part of a sub-license agreement.

On May 1, 2001, we entered into an Exclusive Technology License Agreement with John Bedini, our Vice President for Research and Development, a director, and a co-founder of our company.  Pursuant to the License Agreement John Bedini granted Energenx an exclusive worldwide license to proprietary technology involving a monopole energy delivery system utilized in charging batteries.  The license covers any patents, any filed patent applications or patent applications to be filed in the future, and improvements, proprietary information including trade secrets, technical and scientific information and know how for the purpose of using the proprietary battery charging technology.  At the time of the Licensing Agreement one patent application concerning the proprietary battery charging technology had been filed and was subsequently issued as a patent.  In addition, another patent concerning the pro prietary battery charging technology and covered by the Licensing Agreement was filed on December 21, 2001 and was issued as a patent on January 13, 2004.  John Bedini also agreed, in the event that he was granted domestic or foreign patents relating to proprietary technology involving a monopole energy delivery system utilized in charging batteries in the future, that John Bedini would, within 60 days, assign all right, title and interest in such patents to Energenx.  After the patent applications covered by the license agreement were issued, John Bedini assigned each of the patents to Energenx, with Energenx retaining its obligations under the license agreement.  

Under the 2001 License Agreement Energenx agreed to pay an up front license fee of $58,000.  John Bedini was issued 856,721 shares of common stock of Energenx in lieu of payment of the license fee.  In addition Energenx must pay a royalty of five percent on of the net selling price per unit of any licensed product sold by Energenx.  Energenx was granted the right to enter into exclusive sublicenses concerning the licensed technology upon written authorization from John Bedini.  Energenx must pay to John Bedini a three percent royalty on all product royalty income per unit received by Energenx from a sub-licensee.  In addition, Energenx undertakes to pay to John Bedini fifty percent of any license fee paid as part of a sub-license agreement.

Under both the 1999 and 2001 License Agreements, we are obligated to pay all patent filing, prosecution and maintenance costs.  John Bedini, the licensor, has the first right to bring suit against any third party infringers and is responsible for all of our costs and expenses incurred in conjunction with such suit.  If John Bedini chooses not to bring such a suit, we have the right to do so, and will pay the costs and expenses of such a suit against a third party infringer.  Either party shall be entitled to recovery of damages in a suit against a third party infringer brought by that party.

Under the 1999 License Agreement, the license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology.  Energenx can terminate the License Agreements upon sixty day notice.

Under the 2001 License Agreement, the license terminates upon expiration of the last to expire of the licensed patents or patents to be filed in the future concerning the proprietary Energenx technology, unless John Bedini is no longer a shareholder of Energenx.  While he continues to be a shareholder of Energenx, royalties will continue to be payable under the License Agreements.  Energenx can terminate the License Agreements upon sixty day notice, but only with the permission and agreement of John Bedini.  

Under both the 1999 and 2001 License Agreements, either party can terminate the Exclusive Technology License Agreement if the other party defaults in the performance of any obligation under the agreement, is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or is placed in the hands of a receiver or trustee in bankruptcy, and such default or circumstance is not cured within 30 days after receiving notice by the other party specifying such default or circumstance.  Termination of the agreement would not relieve either party of any obligation to the other party incurred prior to such termination.

Issued Patents

The Exclusive Technology License Agreement covers intellectual property which is described in the following U.S. Patents:

U.S. Patent 6,392,370 issued May 21, 2002 for a “Device and method of a back EMF permanent electromagnetic motor generator”.  Expires January 12, 2020.

U.S. Patent 6,545,444 issued April 8, 2003 for a “Device and method for utilizing a monopole motor to create back EMF to charge batteries”.  Expires March 13, 2021.

U.S. Patent 6,677,730 issued January 13, 2004 for a “Device and method for pulse charging a battery and for driving other devices with a pulse”.  Expires December 21, 2021.

These patents can expire earlier if they are abandoned or are not adequately maintained.  We do not have any patents pending.

Competition

We compete with many small and large energy generation and battery charger companies that are developing and marketing battery charger and energy generation systems similar to those being developed by us, especially in the area of battery chargers.  There are many companies, both public and private, including well-known battery manufacturing companies, engaged in developing new types of battery chargers.  Our major competitors are currently large companies such as Exide International, Coleman, LVS Sales, Diversified Power International, LLC, EZ-GO, Inc., Lester and Associated.  These are large and diversified companies with far ranging capabilities to market their products and to develop follow on products.  Many of these large battery manufacturing companies that also make battery chargers and smaller battery charger companies have well funded research departments concentr ating on improving the efficiency and effectiveness of their battery chargers.  We expect substantial competition from these companies as they develop different and/or novel approaches to charging batteries and battery storage of energy.  Some of these approaches may directly compete with the battery chargers or hybrid motor/generators that we are currently or are considering developing.

Certain smaller battery charger companies may also be competitors, such as Posicharge (a subsidiary of AreoVironment), Japlar Schauer, VDC Electronics, Inc., Deltran, Iota Engineering, Stontronics and Xantrex.  Many of these companies have substantially greater capital, research and development and human resources and experience than us and represent significant long-term competition for us.  In addition, many of these competitors have significantly greater experience than us in undertaking testing of new products and obtaining regulatory approvals.  It will be difficult to distinguish our battery charger products from the currently battery chargers and gain market share.

Employees

We currently have three full time employees, one of whom is involved in both management and research and development, and two of whom is in administration/management.  We have no part-time employees.

Item 2.

Description of Property.

Our operations are conducted from our offices in Post Falls, Idaho.  On March 31, 2004 we leased approximately 5,000 square feet of office and research and development space in Post Falls on a two year renewable basis at a rental rate of $2,200 per month.  We have prepaid for the full two year period of the lease, in the amount of $52,800.

Item 3.

Legal Proceedings.

We are not involved in any legal proceedings, and there are no material pending legal proceedings of which we are aware.

Item 4.

Submission of Matters to a Vote of Security Holders

Energenx did not submit any matters to a vote of its stockholders in the fourth quarter of 2004.

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.

Our common stock is not traded or quoted on any securities exchange or quotation medium, and there is currently no market for our common stock, and a market may never develop for it.  It is our intention to undertake an initial public offering or engage in another strategy to have our common stock eligible to be quoted on the over-the-counter bulletin board, administered by the NASD. There can be no assurance that a substantial trading market will ever develop for our common stock, or be sustained, if developed, or that current or future shareholders will be able to resell their securities or otherwise liquidate their investment without considerable delay, if at all.

We have not obtained a market maker who has agreed to file an application for our securities to be quoted on the over-the-counter bulletin board, and obtaining a quotation will be  up to the over-the-counter bulletin board. Thus, there can be no assurance that the NASD will accept our market maker’s application on Form 211. A public market for our common stock may never develop. The over-the-counter bulletin board and the pink sheets are quotation systems, which allow brokers to buy and sell shares of stock quoted “by appointment.” The results are announced electronically. This differs from a stock market, such as the NASDAQ, which actually executes trades in over-the- counter securities electronically, and which and stock exchanges, such as the New York Stock Exchange and the American Stock Exchange, which utilize brokers on a trading floor to execute buy and sell orders, which are then reported electronically.  Also, the NASDAQ stock market and stock exchanges have listing standards, which require companies to have a minimum number of shareholders and minimum capitalization and share prices in order to obtain and maintain a listing with them. Stocks traded on the over-the-counter bulletin board and the pink sheets, unlike the NASDAQ stock market and exchanges, have very limited liquidity and, as a result, investors may not be able to sell all their shares at a favorable price or at all.

Penny Stock Status

If and when we create a market for our common stock, our common stock is a "penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934.  This makes it obligated to reporting, disclosure and other rules imposed on broker-dealers by the Securities and Exchange Commission requiring brokers and dealers to do the following in connection with transactions in penny stocks:

    - Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the

 determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.

   - Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis

unless exempt from doing so under the rules.

   - Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.

   - The broker or dealer who has effected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. Imposing these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for our stock.  For individuals who wish to buy or sell penny stocks without a broker-dealer, there is no determination of suitability of the transaction, except for what judgment is made by the individual investor.

Transfer Agent, Warrant and Registrar

The transfer agent, warrant agent and registrar for the Common stock is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

As of March 15, 2005 there were approximately 169 holders of record of Energenx’s common stock, of which 26,697,270 were issued and outstanding.

We have never paid cash dividends on our common stock.  We presently intend to retain future earnings, if any, to finance the expansion of our business and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Our future dividend policy will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.

Equity Compensation Plan Information

The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of December 31, 2004.

(1)

On October 7, 1999 the shareholders of Energenx adopted the 1999 Stock Option Plan with 300,000 shares of common stock reserved for issuance under the Plan under which the board of directors may grant incentive or non-statutory stock options to officers, directors, employees, consultants and advisors of Energenx.

(2)

 On March 18, 2004, we granted an option outside of our 1999 Stock Option Plan to Marvin Redenius, a member of our board of directors, to purchase an additional 2,400,000 shares of common stock with an exercise price of $0.20833 per share if the options were purchased within 180 days of the date of the option grant and a higher exercise if exercised in the following 180 days.  The options were exercised by Marvin Redenius in two equal portions within the 180 day period and he was issued 2,400,000 shares of common stock.

Recent Sales of Unregistered Securities; Use of Proceeds From Registered Securities

On February 13, 2002, we issued an aggregate of 24,000 shares of common stock, 19,000 shares to Lennox Securities and 5,000 shares to Richard Schueler in a private placement at $1.00 per share.  The issuance of the securities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) and Regulation D, Rule 505 of the Securities Act.  Gross proceeds of $26,000 were paid to Energenx in this private placement.

Also on February 13, 2002, we issued 20,000 shares of common stock to Richard Schueler who converted a loan in the amount of $20,000 into shares of common stock.  The loan of $20,000 was made to Energenx in December of 2001 by Lennox Securities.  No interest was accrued on the loan.  The loan was apparently assigned to Richard Schueler by Lennox Securities.  The issuance of the securities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) and Regulation D, Rule 505 of the Securities Act.

On March 12, 2004, we issued an aggregate of 7,727,000 shares of common stock in several transactions, as follows.  An aggregate of 5,200,000 shares of common stock were issued to certain officers, directors and consultants of Energenx.  John Bedini, Vice President for Research and Development was issued 3,000,000 shares; Gary Bedini, President and CEO was issued 1,000,000 shares; Rick Street, Chief Financial Officer, Treasurer and Secretary, was issued 200,000 shares; Thomas Bearden, director, as issued 200,000 shares; Hans Werner Huss, director, was issued 200,000 shares; Raymond Kuh, consultant, was issued 200,000 shares; Klaus Lewin, consultant, was issued 200,000 shares; and Peter Lindeman, consultant, was issued 200,000 shares.  The shares were issued to these individuals in lieu of cash compensation and in one instance in lieu of payments due under a license agreement. &n bsp;John Bedini and Gary Bedini, officers of Energenx, were each issued one million shares at $0.05 per share in lieu of compensation for fiscal year 2003.  In addition, John Bedini was issued an additional two million shares of common stock at $0.05 per share to prevent default under the terms of the Exclusive Technology License Agreement dated October 8, 1999.  The remaining officers, directors and consultants of Energenx were also issued the shares enumerated above at $0.05 per share in lieu of compensation due to those individuals for services rendered in 2002 and 2003.  The issuance of the securities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) and Regulation D, Rule 505 of the Securities Act.

Also on March 12, 2004, an aggregate of 2,527,000 shares of common stock was issued to three entities who converted loans and interest in an aggregate amount of $126,350 to Energenx into shares of common stock, with the shares valued at $0.05 per share.  Suncraft Ltd. converted aggregate loans of $26,500 into 530,000 shares of common stock.  The loans were originally made to Energenx between April and July of 2002.  The interest due on the loan, in the amount of $326 was assigned to Key Financial Services and was converted into shares.  Marycliff Investment Corp. (“Marycliff”) converted aggregate loans in a principal amount of $28,000 into 560,000 shares of common stock.  Marycliff loaned Energenx $10,000 on September 13, 2002 at an interest rate of 6% per annum.  Marycliff also converted the principal amounts of loans in an aggregate amount of $1 8,000 from other parties that had loaned Energenx that aggregate amount in 2002 into shares of common stock as part of the 560,000 shares issued to Marycliff on March 12, 2004.  The interest on the principal loan amounts aggregating to $28,000, converted into shares by Marycliff, in the aggregate amount of $2,394 was assigned to Key Financial Services, including the accrued interest of $902 on the Marycliff principal loan amount of $10,000.  The accrued interest on the loans assigned by Marycliff to Key Financial Services included interest of $1,492 previously assigned by other parties to Marycliff.  Key Financial Services, Inc. converted aggregate loans and interest of $71,850 into 1,437,000 shares of common stock.  The loans were originally made with an interest rate of 6% per annum.  The loans converted into shares included principal amounts of $63,550 and $8,300 of accrued interest, all of which was assigned to Key Financial by other parties.  The issuance of the secu rities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) and Regulation D, Rule 505 of the Securities Act.

On March 18, 2004, we issued 2,400,000 shares of common stock at $0.20833 per share to Marvin Redenius, who subsequently became a member of our board of directors, for gross proceeds of $500,000.  On the same date we granted an option to Marvin Redenius to purchase an additional 2,400,000 shares of common stock with an exercise price of $0.20833 per share if the options were purchased within 180 days of the date of the option grant and a higher exercise if exercised in the following 180 days.  The options were exercised by Marvin Redenius in two equal portions within the 180 day period and he was issued 1,200,000 shares of common stock on July 8, 2004 and the same number of shares on August 5, 2004.  Gross proceeds of $500,000 were paid to Energenx for the exercise of the options.  The options were granted outside of our 1999 Stock Option Plan.  Marvin Redenius is an a ccredited investor.  The issuance of the securities was exempt from the registration requirements of the Securities Act pursuant to the exemption set forth in Section 4(2) and Regulation D, Rule 505 of the Securities Act.  We received gross proceeds of $1 million from this private placement.

Item 6.

Management’s Discussion and Analysis or Plan of Operations

Results of Operations

Since inception, we have had no revenues and have experienced losses. We have financed our operations primarily through the sale of our common stock or by contributions or loans from shareholders.  We are still in the development stage, and the only operations we have commenced consist of the development of our products for market.  In the year ended December 31, 2004, we had a net loss of $408,074, compared to a net loss of $310,189 for the same period of the prior year.  We consider a comparison of the two years to be not meaningful, as, in the prior year, we were not engaged in any business activities, other than finding a suitable merger candidate.  

Liquidity and Capital Resources.

As of December 31, 2004, we had $413,015 in cash and cash equivalents, total current assets of $463,755, and a working capital surplus of $432,134, compared to a working capital deficit of $242,202 from the prior year.  We consider a comparison of the two years to be not meaningful, as, in the prior year, we were not engaged in any business activities, other than finding a suitable merger candidate.  

Net cash used in operating activities during the fiscal year ended December 31, 2004 was $454,335, compared to net cash used of $2,066 during the same period of 2003.  We attribute the change to an increase in post merger operating expenses, and, therefore, a comparison with the prior year is not meaningful, as the company was not engaged in business operations, other than the finding of a suitable merger candidate.

Net cash from financing activities for the fiscal year ended December 31, 2004 was $873,474.  On March 18, 2004 we issued 2,400,000 shares of common stock at $0.20833 per share to an accredited investor.  We received gross proceeds of $500,000 from this private placement.  On July 8, 2004 and August 5, 2004 stock options exercisable at $0.20833 per share were exercised in an aggregate amount of 2,400,000 shares of common stock and we received aggregate gross proceeds of $500,000.  Costs of the issuance were $50,000.  A comparison of the prior year is not meaningful, as no significant financing activities occurred.

Our current real estate lease is on a two year renewal basis.  We plan to finance our needs principally from the following:

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our existing capital resources and interest earned on that capital;

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revenues from purchase of Potential modules by GTG Corp., if any;

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royalty income, if any, from product sales by GTG Corp.; and

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through future private placement financing.

We believe that we have sufficient capital resources to finance our plan of operation for at least the next twelve months.  However, this is a forward-looking statement, and there may be changes that could consume available resources before such time.  Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the eventual reporting company costs, public relations fees, patent costs for filing, prosecuting, maintaining and defending our patent rights, among others.

We are pursuing potential equity financing, sub-licensing and other collaborative arrangements that may generate additional capital for us.  We will need to raise additional capital or generate additional revenue to complete our development of product variations on our Potential Battery Charger and our hybrid electromagnetic motor/generator product candidate.  We cannot assure you that we will generate sufficient additional capital or revenues, if any, to fund our operations beyond the twelve month period ending March 31, 2006, that any future equity financings will be successful, or that other potential financings through bank borrowings, debt or equity offerings, or otherwise, will be available on acceptable terms or at all.

Plan of Operations

In General.

Since commencement of operations in 1999, our efforts have been principally devoted to research and development activities, including the development of an efficient energy generation system and battery chargers, recruiting management personnel and advisors, and raising capital.

Our current business strategy is to concentrate our financial resources primarily on the further development of our battery charger technology.  In addition to the battery charger program, we plan to continue to undertake research and development on our electromagnetic motor/generator battery system.

We have a history of losses and depend upon our principal shareholders or private offerings of our common stock for capital contributions.  There can be no assurance that we will be able to fund our operations for the next twelve months without such capital contributions.

Product Research and Development Plans

Our current plan of operation for the next 12 months primarily involves meeting any demand for Potential modules from GTG Corp., and research and development activities on energy generation and battery charger prototypes.

We may generate revenues pursuant to our Exclusive Technology License Agreement with GTG Corp. if they order Potential hybrid modules.  We cannot assure you that GTG Corp. will order any Potential modules from us in 2005 or ever, that licensed battery charger products will ever reach the market giving rise to royalty payments or that additional revenues from patent licensing will be generated.

We plan to continue product research on improving the efficiency of the Potential Battery Charger.  We will begin development of variations of the Potential Battery Charger for specific markets to accommodate 12-volt, 24-volt, 36-volt and 48-volt applications with a wide range of capacity requirements.  We anticipate spending between $100,000 and $150,000 on further research and development over the next six months, depending on availability of capital for improvement of the Potential Battery Charger, including the development of new applications and new product development, using the technology.

We plan to research and development of our electromagnetic motor/generator battery system, we intend to improve the current system and design larger scale systems that may allow us to generate larger amounts of energy that can be utilized to charge multiple banks of batteries.  We anticipate spending between $200,000 and $300,000, depending on availability of capital, for further research and development of the motor/generator system, including prototype models, which will require computer design modeling and machining.  We anticipate that the development of our motor/generator system will be completed by the first quarter of 2006.

While we have no plans to relocate our current research facility within the next twelve months, equipment purchases will be necessary if we receive orders for the Potential hybrid module from GTG Corp.  Such equipment would include test equipment, oscilloscopes, analyzers, soldiering stations, and packaging equipment.  Such equipment purchases are likely to be in the range of $100,000 for the next twelve months.  We may also need to hire up to three more employees if we receive orders from GTG Corp.  We intend to contract out the bulk of the manufacturing of the Potential hybrid modules, with final testing, potting and packaging of the hybrid modules to be done in house.

Our actual research and development and related activities may vary significantly from current plans depending on numerous factors, including changes in the costs of such activities from current estimates, the results of our research and development programs, technological advances, determinations as to commercial viability and the status of competitive products.  The focus and direction of our operations will also be dependent on the establishment of our collaborative arrangement with other companies, the availability of financing and other factors.  We expect our development costs to increase as our battery charger systems development programs enters the later stages of development.

Since inception, we have financed our operations and capital needs from private placements of our common stock and financial contributions or loans from our shareholders.  We have no revenues, have experienced losses, and anticipate continuing to experience losses until the fourth quarter of 2005, when we expect that our operations will have been commenced and we will start to generate revenue.  We are dependent upon equity offerings of our common stock and contributions from our principals to finance our operations.  We intend to commence a private offering of up to $1.5 million in common stock within the next twelve months, but there can be no assurance that this offering will be successful.  Alternatively, we will rely on our principal shareholders for financial contributions.  However, there are no firm commitments from our principal shareholders to contribute furt her capital at this time.

Critical Accounting Policies and Estimates.

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could materially differ from those estimates.  We have disclosed all significant accounting policies in note B to the financial statements included in this Form 10-KSB.  Our critical accounting policies are:

Revenue recognition:  Royalties will be recognized as revenue when the amounts earned become fixed and determinable.

Research, development costs:  Research and development costs are expensed as incurred.

Risks and Uncertainties

You should carefully consider the risks described below in evaluating Energenx and our business.  If any of the following risks actually occur, our business could be harmed.  This could cause the price of our stock to decline.  This report on Form 10-KSB contains, in addition to historical information, forward-looking statements, including statements about future plans, objectives, and intentions, that involve risks and uncertainties.  Our actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause or contribute to these differences include those discussed below and elsewhere in this report.

Risks Related to Our Business

We will need additional funds, and if we are unable to raise them, we will have to curtail or cease operations.

Our product development programs and the potential commercialization of our product candidates require substantial working capital, including expenses for in house and third party testing, manufacture of hybrid modules for use by GTG Corp. in its production of Potential Chargers pursuant to our License Agreement.  Our future working capital needs will depend on many factors, including:

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the progress and magnitude of our product development programs,

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the scope and results of product development testing,

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the costs under current and future license agreements for our product candidates, including the costs of obtaining and maintaining patent protection for our product candidates,

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the costs of acquiring any technologies or additional product candidates,

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the rate of technological advances,

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the commercial potential of our product candidates,

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the magnitude of our administrative and legal expenses, including office and research development facilities rent, and

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the costs of establishing third party arrangements for manufacturing.

We have incurred negative cash flow from operations since we incorporated and do not expect to generate positive cash flow from our operations for at least the next several years.  Therefore, we expect that we will need additional future financings in order to carry out our plan of operations beyond the next twelve months.

We may not be able to obtain adequate financing to fund our operations and any additional financing we obtain may be on terms that are not favorable to us.  In addition, any future financings could substantially dilute our stockholders.  If adequate funds are not available we will be required to delay, reduce or eliminate one or more of our product development programs, to enter into new collaborative arrangements on terms that are not favorable to us (i.e., the collaborative arrangements could result in the transfer to third parties of rights that we consider valuable), or to cease operations altogether.

We have a limited operating history.  We have a large accumulated deficit and may never become profitable.

We have a limited operating history upon which investors may base an evaluation of our likely future performance.  Since we began operations in 1999 we have been engaged in developing our research programs, recruiting outside directors and key consultants.  We have not generated any revenue to date other than interest income.  Our only income other than equity financings has been a modest amount of interest income.  As of December 31, 2004, we had an accumulated deficit of $1,232,642 and our operating losses are continuing.

We have no products available for sale and we may never be successful in developing products suitable for commercialization.

All of our product candidates are at an early stage of development and all of our product candidates will require expensive and lengthy testing and regulatory clearances.  None of our product candidates have been approved by regulatory authorities.  We have no products available for sale and we do not expect to have any products commercially available for several years, if at all.  There can be no assurance that our research will lead to the discovery of any commercially viable battery chargers or power generation devices.  There are many reasons that we may fail in our efforts to develop our product candidates, including that:

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our product candidates will be ineffective,

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our product candidates will not be validated by independent testing,

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our product candidates will be too expensive to manufacture or market or will not achieve broad market acceptance,

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third parties will hold proprietary rights that may preclude us from developing or marketing our product candidates, or

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third parties will market equivalent or superior products.

We cannot assure you that we will have future revenue or operating profits and you could lose your entire investment.

We expect to incur substantial operating losses for at least the next several years.  We currently have sufficient capital resources to fund our operations, with necessary adjustments to our general and administrative budget, at least until March 2006.  We currently have no sources revenue and we cannot assure you that we will be able to develop other revenue sources or that our operations will become profitable, even if we are able to commercialize any products.  If we do not generate significant increases in revenue, at some point in the future we may not be in a position to continue operations and investors could lose their entire investment.

We do not currently have the capability to undertake manufacturing, marketing, or sales of any potential products.

We have not invested in manufacturing, marketing or product sales resources.  We cannot assure you that we will be able to acquire such resources.  It is likely that we will also need to hire additional personnel skilled in engineering, product development and manufacturing of components if we develop additional product candidates with commercial potential.  We have no history of manufacturing or marketing.  We cannot assure you that we will successfully manufacture or market any product we may develop, either independently or under manufacturing or marketing arrangements, if any, with other companies.  We currently do not have any arrangements with other companies, and we cannot assure you that any arrangements with other companies can be successfully negotiated or that such arrangements will be on commercially reasonable terms.  To the extent that we arrange wit h other companies to manufacture or market our products, if any, the success of such products may depend on the efforts of those other companies.

There is considerable technological change and uncertainty in our industry.

We are engaged in the battery charger and energy generation field, which is characterized by extensive research efforts and rapid technological progress.  New developments in energy generation devices are expected to continue at a rapid pace in both industry and academia.  There can be no assurance that research and discoveries by others will not render some or all of our programs or products noncompetitive or obsolete.  Our business strategy is based in large part upon a core technology related to pulse charging of batteries and of capturing back electromagnetic energy and converting this energy into electricity.  There is no assurance that the application of these new and unproven technologies will result in the development of commercially viable products for the generation of energy or competitive battery chargers.  No assurance can be given that unforeseen problems will not d evelop with these technologies or applications or we will ultimately develop those commercially feasible products.

We are dependent on executive officers most of whom do not have employment contracts.

Because of the specialized scientific nature of our business, we are highly dependent upon our ability to attract and retain qualified scientific and management personnel.  The loss of John Bedini, our Vice President for Research and Development, as well as the licensor of our patent rights would be particularly detrimental to us.  Also the loss of any of our other executive officers would be detrimental to us.  We do not currently have employment agreements with any of our executive officers.  We do not carry key man insurance on any of our personnel.

There is intense competition for qualified personnel in the areas of our activities, and there can be no assurance that we will be able to continue to attract and retain qualified personnel necessary for the development of our business.  Loss of the services of or failure to recruit additional key scientific, technical and management personnel would be detrimental to our research and development programs and business.

Our business could be harmed if we fail to protect our intellectual property.

We have licensed rights to certain patented technology from John Bedini, an officer and director of Energenx, to whom we are obligated to pay royalties if we or our sublicensees develop products based upon the licensed technology.  Because of the substantial length of time and expense associated with bringing new products through development and regulatory approval to the marketplace, the battery charger and energy generation industry places considerable importance on patent and trade secret protection for new technologies, products and processes.  We have interests in three patents issued in the United States pursuant to our license agreements with John Bedini.  We have sublicensed, within North America, certain proprietary technology including our patent rights to two patents to GTG Corp.  We are obligated to pay the filing, prosecution and maintenance expenses with regar d to all of these patents.  We and our licensor plan to file patent applications in other countries, and we may seek additional patents in the future.  Our patent position, like that of many technology development companies, is uncertain and involves complex legal and factual questions for which important legal principles are unresolved.  We may not develop or obtain rights to products or processes that are patentable.  Even if we do obtain additional patents, they may not adequately protect the technology we own or have in-licensed.  In addition, others may challenge, seek to invalidate, infringe or circumvent any patents we own or in-license, and rights we receive under those patents may not provide competitive advantages to us.  Further, the manufacture, use or sale of our products or processes, if any, may infringe the patent rights of others.

We cannot assure you as to the breadth or the degree of protection that any such patents, if issued, will afford us or that any patents based on the patent applications will be issued at all.  In addition, we cannot assure you that others will not independently develop substantially equivalent proprietary information or otherwise obtain access to our know-how or that others may not be issued patents that may require licensing and the payment of significant fees or royalties by us for the pursuit of our business.

Other companies may have filed patent applications or received patents that cover technologies similar to ours.  Our ability to make, use or sell any of our product candidates may be blocked by patents that have been or will be issued to third parties that we may not be aware of.  The United States patent applications are confidential while pending in the Patent and Trademark Office, and patent applications filed in foreign countries are often first published six months or more after filing.  Therefore, until a patent is issued, we have no way of knowing if a third party has a patent that could preclude us from commercializing our product candidates.  Third party patent applications and patents could significantly reduce the coverage of our patents and limit our ability to obtain meaningful patent protection.  If other companies obtain patents with conflicting claims, we may be required to obtain licenses to these patents or to develop or obtain alternative technology.  We may not be able to obtain any such license on acceptable terms or at all.  Any failure to obtain such licenses could delay or prevent us from pursuing the development or commercialization of our product candidates, which would adversely affect our business.

Potential litigation concerning patent rights could involve significant expenses and damage our business.

In the United States, the first to invent a technology is entitled to patent protection on that technology.  For patent applications filed prior to January 1, 1996, United States patent law provides that a party who invented a technology outside the United States is deemed to have invented the technology on the earlier of the date it introduced the invention in the United States or the date it filed its patent application.  In foreign countries, the first party to file a patent application on a technology, not the first to invent the technology, is entitled to patent protection on that technology.  Under the patent laws of most countries, a product can be found to infringe a third party patent if the third party patent expressly covers the product or method of treatment using the product, or if the third party patent covers subject matter that is substantially equivalent in natu re to the product or method, even if the patent does not expressly cover the product or method.

While we have not received notification of potential infringement of patents held by third parties, with respect to any of our product candidates, litigation, patent opposition and adversarial proceedings could result in substantial costs to us.  Litigation and/or proceedings could be necessary or may be initiated to enforce any patents we own or in-license, or to determine the scope, validity and enforceability of other parties’ proprietary rights and the priority of an invention.  The outcome of any of these types of proceedings could significantly affect our product candidates and technology.  United States patents carry a presumption of validity and generally can be invalidated only through clear and convincing evidence.  

Under our license agreements with John Bedini and with GTG Corp., we have the right to pursue any actions against third parties for infringement of the patent rights covered by those agreements.  Under those arrangements we are not obligated to share any recovery from infringement suits brought by us.  If we do not bring an infringement action, our licensor or licensee may bring such action and will be entitled to any recovery.

An adverse outcome of these proceedings could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease using such technology, any of which could adversely affect our business.  Moreover, the mere uncertainty resulting from the initiation and continuation of any technology related litigation or adversarial proceeding could adversely affect our business pending resolution of the disputed matters.

If we do not exercise our right to prosecute and our licensors institute and prosecute patent proceedings, our rights will depend in part upon the manner in which these licensors conduct the proceedings.  In any proceedings they elect to initiate and maintain, these licensors may not vigorously pursue or defend or may decide to settle such proceedings on terms that are unfavorable to us.

Despite the use of confidentiality agreements, which themselves may be of limited effectiveness, it may be difficult for us to protect our trade secrets.

We rely on trade secrets to protect technology in cases when we believe patent protection is not appropriate or obtainable.  However, trade secrets are difficult to protect.  While we require certain of our corporate collaborators, contractors and consultants to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary information.

We might face intellectual property claims that may be costly to resolve and could divert management attention.

We may from time to time be subject to claims of infringement of other parties’ proprietary rights.  We could incur substantial costs in defending ourselves in any suits brought against us claiming infringement of the patent rights of others or in asserting our patent rights in a suit against another company.  Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to seek costly licenses from third parties and prevent us or our sublicensees from manufacturing and selling our potential products.

We cannot assure you that our products will be awarded necessary certifications after independent testing.

Our battery charger products will need to be tested independently before they are marketed and sold in the United States by Underwriters Laboratory and other similar organizations in other countries in order to obtain the UL or similar foreign certification product label.  There can be no assurance that any products we or our licensees submit for testing of effectiveness and safety by Underwriters Laboratory or similar foreign organization will result in certification of that product.  Without such certification sale of the products would be difficult if not impossible.

If our product candidates do not achieve market acceptance, our business may never achieve profitability.

Our success will depend on the market acceptance of any products we may develop.  The degree of market acceptance will depend upon a number of factors, including the receipt and scope of regulatory approvals, the establishment and demonstration in the business community of the safety and effectiveness of our products and their potential advantages over existing technologies.  Consumers may not accept or utilize any product that we may develop.

Our controlling stockholders may make decisions that you do not consider to be in your best interest.

As of March 15, 2005, our directors and executive officers beneficially owned approximately 55% of our outstanding common stock.  As a result, our controlling stockholders are able to control all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions.  This concentration of ownership could also delay or prevent a change in control of Energenx that may be favored by other stockholders.

We are significantly controlled by our management.

Our executive officers comprise three of the six members of the Board of Directors.  As a result, our management has the ability to exercise influence over our significant matters.  This high level of influence may have a significant effect in delaying, deferring or preventing a change of control of our company.

Risks Related to Our Industry

Potential technological changes in our field of business create considerable uncertainty.

We are engaged in the battery charger and energy generation field, which is characterized by extensive research efforts and rapid technological progress.  New developments in research concerning battery charging and energy generation may occur at a rapid pace in both industry and academia.  We cannot assure you that research and discoveries by others will not render some or all of our programs or product candidates noncompetitive or obsolete.  We cannot assure you that unforeseen problems will not develop with our technologies or applications or that commercially feasible battery charger or energy generation products will ultimately be developed by us.

The markets in which we seek to participate are intensely competitive and many of our competitors are better capitalized and have more experience than we do.

There are many companies, both public and private, including well-known battery manufacturing companies, engaged in developing new types of battery chargers.  Our major competitors are currently large companies such as Exide International, Coleman, LVS Sales, Diversified Power International, LLC, EZ-GO, Inc., Lester and Associated.  These are large and diversified companies with far ranging capabilities to market their products and to develop follow on products.  We are years away from having an energy generation system product ready for the market and we do not currently have the resources to fund the development of such a product through the product development process.  In addition we do not have the capability of marketing a battery charger product and will have to enter into a collaborative relationship with a larger company in order to market our battery chargers. &nb sp;It will be difficult to distinguish our battery charger products from the currently battery chargers and gain market share.

Certain smaller battery charger companies may also be competitors, such as Posicharge (a subsidiary of AreoVironment), Japlar Schauer, VDC Electronics, Inc., Deltran, Iota Engineering, Stontronics and Xantrex.  Many of these companies have substantially greater capital, research and development and human resources and experience than us and represent significant long-term competition for us.  In addition, many of these competitors have significantly greater experience than us in undertaking testing of new products and obtaining regulatory approvals.  Furthermore, if we or our current or any future licensee is permitted to commence commercial sales of any product, we or our licensee will also be competing with companies that have greater resources and experience in manufacturing, marketing and sales.  We have no experience in these areas.  These other companies may succ eed in developing products that are more effective or less costly than any that may be developed by us or our future licensee and may also prove to be more successful than us or our future licensee in production and marketing.

If we successfully develop and obtain approval for our product candidates, we will face competition based on the safety and effectiveness of our products, marketing and sales capability, patent position and other factors.  Our competitors may develop or commercialize more effective or more affordable products, or obtain more effective patent protection, than we do.  Accordingly, our competitors may commercialize products more rapidly or effectively than we do, which could hurt our competitive position.

If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit commercialization of our products.

Our business and products will, in the future, expose us to potential product liability risks that in inherent in the testing, manufacturing and marketing of battery chargers and electrical generation products.  If we cannot successfully defend ourselves against liability claims, we may incur substantial liabilities or be required to limit commercialization of our products.  Our inability to obtain sufficient