content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  --------------------------------------------------------------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  --------------------------------------------------------------------------------
  
                         Telzuit Medical Technologies, Inc.
               (Exact Name of Registrant as Specified in its Charter)
  
              FLORIDA                                     01-0656115
  (State  or  Other  Jurisdiction  of                 (I.R.S.  Employer
  Incorporation  or  Organization)                    Identification  No.)
  
                            5422 Carrier Drive, Suite 306
                               Orlando, Florida 32819
                                   (407) 354-1222
                      (Address of Principal Executive Offices)
  
             Telzuit Medical Technologies, Inc. Equity Compensation Plan
                                 (Full Title of Plan)
  
                                     Don Sproat
                            5422 Carrier Drive, Suite 306
                               Orlando, Florida 32819
                                   (407) 354-1222
                        (Name, Address, and Telephone Number,
                     Including Area Code, of Agent For Service)
  
                                Taylor Madison, Corp.
                             (Former name of Registrant)
  
  <TABLE>
  <CAPTION>
                                     CALCULATION OF REGISTRATION FEE
  
                                                     PROPOSED MAXIMUM
                                                      OFFERING PRICE    PROPOSED MAXIMUM
      TITLE OF EACH CLASS             AMOUNT TO BE        PER           AGGREGATE OFFERING       AMOUNT OF
  OF SECURITIES TO BE REGISTERED       REGISTERED        SHARE(3)           PRICE(3)         REGISTRATION FEE
  ------------------------------      ------------    ---------------   ------------------   ----------------
  <S>                                     <C>              <C>                 <C>                  <C>
  Common Stock,
  $0.001 par value (1), (2)            2,024,000       $   5.425          $ 10,980,200          $ 1,294.70
  ------------------------------      ------------    ---------------   ------------------   ----------------
  </TABLE>
  
       (1)  2,024,000  shares  of common stock to be registered are issuable, upon
  approval  of  the  Board of Directors of Telzuit Medical Technologies, Inc. (the
  "Board"),  under the Telzuit Medical Technologies, Inc. Equity Compensation Plan
  (the  "Plan").   The names of selling security holders are not known at the time
  of  filing  this  registration  statement.
  
       (2)  Pursuant  to  Rule  416(a)  under  the  Securities  Act  of 1933, this
  Registration  Statement shall cover such additional securities as may be offered
  or  issued  to  prevent dilution resulting from stock splits, stock dividends or
  similar  transactions.
  
       (3)  Estimated  pursuant  to  Rule 457(h) and 457(c) solely for purposes of
  calculating  the  registration fee based on the average of the high and low sale
  prices  of  the  common stock on August 18, 2005 as reported by The OTC Bulletin
  Board.  The  offering  price  has been adjusted for 1 for 31 reverse stock split
  effective  on  August  19,  2005.
  
  <PAGE>
  
  
                                  EXPLANATORY NOTE
  
  This  registration  statement  on Form S-8 of Telzuit Medical Technologies, Inc.
  (this  "Registration  Statement")  has  been  prepared  in  accordance  with the
  requirements  of  Form  S-8  under  the  Securities Act of 1933, as amended (the
  "Securities  Act"), to register up to 2,0240,000 shares of common stock issuable
  under  the  Telzuit  Medical  Technologies, Inc. Equity Compensation Plan, which
  includes  the  registration  for  reoffer  and  resale  of
  
  -       up  to  2,024,000 shares of our common stock that may be acquired in the
  future,  upon  approval  of  the  Board,  under  this  Registration Statement by
  participants  in  the  Plan  who are our "affiliates" as such term is defined in
  Rule  405  under  the  Securities  Act of 1933, which shares constitute "control
  securities"  as  such  term is defined in General Instruction C.1(a) of Form S-8
  under  the  Securities  Act.  All  such shares are calculated after the 1 for 31
  reverse  stock  split  effective  on  August  19,  2005.
  
  The  materials  that  follow  Part  I  and  precede Part II of this Registration
  Statement  constitute  a  reoffer  prospectus,  prepared  in accordance with the
  requirements  of Part I of Form S-3, in accordance with General Instruction C of
  Form  S-8.
  
                                       PART I
                              SECTION 10(A) PROSPECTUS
  
  The  documents  containing  the  information  specified  in  Part  I  of  this
  Registration  Statement  will  be  sent  or given to participants in the Plan as
  specified  by  Rule  428(b)(i)  under the Securities Act. Such documents are not
  required  to  be, and are not being, filed by Telzuit Medical Technologies, Inc.
  with  the Securities and Exchange Commission (the "SEC"), either as part of this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule  424  under the Securities Act. Such documents, together with the documents
  incorporated  by  reference  herein  pursuant  to  Item  3  of  Part  II of this
  Registration  Statement,  constitute a prospectus that meets the requirements of
  Section  10(a)  of  the  Securities  Act.
  
  Throughout this Registration Statement, the words "Telzuit Medical," "we," "us,"
  the  "Company,"  the  "Registrant,"  and  "our"  refer  to  Telzuit  Medical
  Technologies,  Inc.  and  its  consolidated  subsidiaries.
  
  <PAGE>
  
  --------------------------------------------------------------------------------
  REOFFER  PROSPECTUS
  2,024,000  Shares
  Telzuit  Medical  Technologies,  Inc.
  Common  Stock
  --------------------------------------------------------------------------------
  
  This  prospectus covers the reoffer and resale by the selling stockholders of up
  to 2,024,000 shares of our common stock that we have issued or that we may issue
  in  the  future to participants in the Telzuit Medical Technologies, Inc. Equity
  Compensation  Plan  (the  "Plan"),  including
  
  -       up  to  2,024,000  shares of our common stock that may be acquired, upon
  approval  of the Board, under this Registration Statement by participants in the
  Plan  who  are  our  "affiliates"  as such term is defined in Rule 405 under the
  Securities  Act  of  1933,  which shares constitute "control securities" as such
  term  is  defined in General Instruction C.1(a) of Form S-8 under the Securities
  Act.  All  such  shares  are  calculated  after the 1 for 31 reverse stock split
  effective  on  August  19,  2005.
  
  Our  common stock is traded under the symbol "TZMT" on The OTC Bulletin Board, a
  regulated provider of pricing and financial information for the over-the-counter
  (OTC)  securities  markets.
  
  The  shares may be offered by the selling stockholders from time to time through
  or  to brokers, in the over-the-counter market or otherwise at prices acceptable
  to  the  selling  stockholders.
  
  INVESTING  IN  OUR  COMMON  STOCK  INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
  
  Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
  commission has approved or disapproved of these securities or determined if this
  prospectus  is  truthful  or  complete.  Any representation to the contrary is a
  criminal  offense.
  
                   The date of this prospectus is August 22, 2005.
  
  <PAGE>
  
                                  TABLE OF CONTENTS
                                                                             PAGE
                                                                             ----
  
  WHERE YOU CAN FIND MORE INFORMATION                                          1
  
  PROSPECTUS SUMMARY                                                           1
  
  RISK FACTORS                                                                 2
  
  FORWARD-LOOKING STATEMENTS                                                  10
  
  USE OF PROCEEDS                                                             11
  
  SELLING STOCKHOLDERS                                                        11
  
  PLAN OF DISTRIBUTIONAND DETERMINATION OF SELLING PRICE                      13
  
  DESCRIPTION OF SECURITIES                                                   14
  
  LEGAL MATTERS                                                               14
  
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                             15
  
  
  YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED  IN  OR INCORPORATED BY
  REFERENCE  INTO  THIS  DOCUMENT  OR  TO  WHICH WE HAVE REFERRED YOU. WE HAVE NOT
  AUTHORIZED  ANYONE  TO  PROVIDE  YOU  WITH  INFORMATION  THAT IS DIFFERENT. THIS
  DOCUMENT  MAY  ONLY  BE  USED  WHERE  IT  IS LEGAL TO SELL THESE SECURITIES. THE
  INFORMATION  IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.
  
  "Telzuit Medical" and the Telzuit Medical logo are our trademarks. Other service
  marks,  trademarks  and  trade  names  referred  to  in  this prospectus are the
  property  of  their  respective owners. As indicated in this prospectus, we have
  included  market  data  and  industry forecasts that were obtained from industry
  publications.
  
  <PAGE>
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
  We  are subject to the informational requirements of the Securities Exchange Act
  of  1934,  as amended (the "Exchange Act"), and under those requirements we file
  reports  and  other information with the Securities and Exchange Commission (the
  "SEC"). The SEC maintains a website on the Internet that contains reports, proxy
  and  information  statements  and  other  information  regarding  registrants,
  including  our company, that file electronically with the SEC. The SEC's website
  address  is  www.sec.gov. In addition, our filings with the SEC may be inspected
  and  copied  at the public reference facilities of the SEC located at Room 1024,
  Judiciary  Plaza, 450 Fifth Street, N.W., Washington, DC 20549; and at the SEC's
  regional  offices  at  Citicorp  Center,  500  West  Madison  Street, Room 1400,
  Chicago,  IL  60661,  and  at  233  Broadway,  New York, NY 10279. Copies of our
  filings  may  also  be  obtained upon request and payment of the appropriate fee
  from  the  Public  Reference  Section of the SEC located at Room 1024, Judiciary
  Plaza,  450  Fifth  Street,  N.W.,  Washington, DC 20549.  The public may obtain
  information on the operation of the SEC's public reference facilities by calling
  the  SEC  at  1-800-SEC-0330.
  
  You may also obtain a copy of any of our filings from us, at no cost, by writing
  or  telephoning  us  at:
  
  Don  Sproat,  President  and  Chief  Executive  Officer
  5422  Carrier  Drive,  Suite  306
  Orlando,  Florida  32819
  (407)  354-1222
  
  
                                 PROSPECTUS SUMMARY
  
  This  summary highlights key information contained elsewhere in, or incorporated
  by  reference  into,  this prospectus. It may not contain all of the information
  that  is  important  to  you.  You should read the entire  prospectus, including
  "Risk  Factors,"  our  consolidated  financial  statements and the related notes
  thereto  incorporated by reference into this  prospectus and the other documents
  incorporated  by  reference  into  this  prospectus  or to which this prospectus
  refers,  before  making  an  investment  decision. In this prospectus, the terms
  "Telzuit  Medical,"  "we," "our" and "us" refer to Telzuit Medical Technologies,
  Inc.  and  its  subsidiaries.  The  terms "fiscal year" and "FY" refer to the 52
  weeks  ended  on June 30 of the year referenced, while the terms "calendar year"
  and  "year"  refer  to  the  year  ended  December  31  of  the year referenced.
  
  OUR  COMPANY
  
  Telzuit  Medical  is  a  company  that  has  primarily  focused  on researching,
  developing  and marketing ambulatory medical devices which monitor, measure, and
  record  physiological  signals generated by the body.   Our initial product will
  be  our  "Bio-Patch  Wireless  Heart Monitor" ("Bio-Patch"), a 12-lead, wireless
  Holter  heart  monitor  which  measures,  records,  and  transmits physiological
  signals  associated  with  a  patient's cardiovascular system.  The Bio-Patch is
  attached  to  a  patient's chest and consists of twelve (12) electrodes that are
  imbedded  in a disposable bandage like strip.  The Bio-Patch captures electrical
  impulses  of  the  patient's  heart and transmits this information to a cellular
  telephone-like  device  that  the  patient  carries.  This device, which we have
  developed as the Independence Unit, measures and records the electrical activity
  of  the  patient's  heart.  Every  two  (2)  to  four  (4)  hours,  the recorded
  information  is  sent through cellular telephone towers, frame relay systems and
  switching  stations.  Ultimately,  the  recorded  heart  activity information is
  received  by  a  computer  or  other  device through which cellular or satellite
  communications  can  be  transmitted, and then evaluated by a physician.  We are
  developing  an  intranet  type  of  communication  network  through  which heart
  activity data is transmitted and believe it will be useful in implementing other
  wireless  monitoring  devices.   We  anticipate  that  we will start selling the
  devices  in  late  2005.
  
  OUR  EXECUTIVE  OFFICES
  
  We  are  a  Florida  corporation. Our principal executive offices are located at
  5422 Carrier Drive, Suite 306, Orlando, Florida 32819 , and our telephone number
  is  (407)  354-1222.  We  also  have  a  website located at www.telzuit.com. The
  information  that  appears  on  our  website  is  not  a  part  of,  and  is not
  incorporated  into,  this  prospectus.
  
                                          1
  <PAGE>
  
                                    RISK FACTORS
  
  An  investment  in  our  common  stock involves a high degree of risk. Presented
  below  are  all the risks that management deems material to an investment in our
  common  stock. You should carefully consider the risks described below, together
  with  the  other  information  contained  in  this  prospectus, before making an
  investment  decision. As a result of any of these risks our business, results of
  operations  or  financial  condition may be adversely affected, and you may lose
  all  or  part  of  your  investment  in  our  common  stock.
  
  RISKS  RELATING  TO  OUR  COMPANY
  
  WE  HAVE  A  LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR BUSINESS.
  
  During  the preceding twelve (12) months our operations have consisted primarily
  of  research  and development, establishment of a distribution system, and other
  organizational and startup activities relating to our yet to be introduced heart
  monitoring  products.  Our  limited operating history will make it difficult, if
  not impossible, to predict future operating results and to assess the likelihood
  of  our  business success in considering an investment in our company. Risks and
  issues  inherent in the establishment and expansion of a new business enterprise
  which we face include, among others, problems of entering new markets, marketing
  new  technologies,  hiring and training personnel, acquiring reliable facilities
  and  equipment,  and  implementing operational controls.  We are also subject to
  risks  and  or  levels  of risk that are often greater than those encountered by
  companies  with  established  operations  and relationships.  Due to our limited
  operations,  we may require significant capital from sources other than revenues
  from  operations.  Our management and employees will shoulder the burdens of the
  business  operations  and  a  workload  associated  with  company  growth  and
  capitalization  that  is disproportionately greater than that for an established
  business.  We  cannot  give  you any assurance that we will successfully address
  these  risks.  Our prospects must be considered speculative, which may limit our
  ability  to  encourage  further  investment  in  our  company.
  
  WE  HAVE  NO  REVENUES  TO DATE AND HAVE ACCUMULATED LOSSES SINCE OUR INCEPTION.
  OUR  CONTINUED  INABILITY  TO GENERATE REVENUES AND PROFITS COULD CAUSE US TO GO
  OUT  OF  BUSINESS.
  
  We  have no revenues to date and have accumulated losses since our inception. We
  have no commercial product sales or revenues to date, and do not anticipate that
  we  will  commence  commercial sales of our heart monitoring products until late
  2005  or  early 2006.  Once we commence marketing our heart monitoring products,
  we  project  that  we  will  not be cash flow positive based solely on projected
  sales  and  service  revenues  less  manufacturing,  general and administrative,
  marketing  expenses  and other operating costs for an indefinite period of time.
  We  anticipate  that  we will continue to incur substantial operating losses for
  the  foreseeable future, notwithstanding any anticipated revenues we may receive
  when  our  products  are initially introduced to markets, due to the significant
  costs  associated  with  the  development  and  marketing  of  our  products and
  services.
  
  WE  MAY  NOT BE ABLE TO IMPLEMENT OUR BUSINESS STRATEGIES WHICH COULD IMPAIR OUR
  ABILITY  TO  CONTINUE  OPERATIONS
  
   Implementation  of  our  business  strategies  will depend in large part on our
  ability  to  (i)  attract  a  significant  number of customers; (ii) effectively
  introduce  acceptable  products  and  services  to  our  customers; (iii) obtain
  adequate  financing  on  favorable  terms  to fund our business strategies; (iv)
  maintain  appropriate  procedures,  policies,  and systems; (v) hire, train, and
  retain  skilled  employees; (vi) continue to operate with increasing competition
  in the medical industry; (vii) establish, develop and maintain name recognition;
  and  (viii)  establish  and  maintain  beneficial relationships with third-party
  manufacturers and third party payors. Our inability to obtain or maintain any or
  all  these factors could impair our ability to implement our business strategies
  successfully,  which  could  have  material  adverse  affect  on  our results of
  operations  and  financial  condition.
  
  WE  MAY  BE  UNSUCCESSFUL  IN  MANAGING  OUR  GROWTH WHICH COULD PREVENT US FROM
  BECOMING  PROFITABLE
  
   While  it  may  not be realized, we are planning for significant growth for the
  foreseeable future. Our growth may place a significant strain on our management,
  financial,  and  operating  resources. Failure to manage this growth effectively
  could  have  a  material adverse affect on our financial condition or results of
  operations.  Part  of  our  business  strategy may be to acquire assets or other
  
                                          2
  <PAGE>
  
  companies  that  will complement our existing business. We are unable to predict
  whether  or  when any material transaction will be completed should negotiations
  commence.  If  we  proceed  with  any  such  transaction, we may not effectively
  integrate  the  acquired operations with our own operations. We may also seek to
  finance  any  such  acquisition  by  debt  financings  or  issuances  of  equity
  securities  and  such  financing  may not be available on acceptable terms or at
  all.
  
  IF WE ARE UNABLE TO RAISE ADDITIONAL WORKING CAPITAL, WE WILL BE UNABLE TO FULLY
  FUND  OUR  OPERATIONS AND TO OTHERWISE EXECUTE OUR BUSINESS PLAN, LEADING TO THE
  REDUCTION  OR  SUSPENSION  OF  OUR  OPERATIONS  AND  ULTIMATELY OUR GOING OUT OF
  BUSINESS.
  
  As  noted  in  the prior risk factor, we do not anticipate that we will commence
  commercial sales of our heart monitoring products until late 2005 or early 2006,
  and  further anticipate that after such introduction we will continue to be cash
  flow  negative  due to our costs exceeding our revenues for an indefinite period
  of  time.  We  believe  that  our  currently  available  working capital will be
  sufficient to continue our business for at least the next twelve months.  Should
  our  costs  and  expenses  prove  to be greater than we currently anticipate, or
  should  we  change  our  current business plan in a manner that will increase or
  accelerate our anticipated costs and expenses, such as through an acquisition of
  new products, the depletion of our working capital would be accelerated.  To the
  extent  it  becomes  necessary  to  raise  additional  cash in the future as our
  current  cash  and working capital resources are depleted, we will seek to raise
  it  through  the  public  or  private  sale  of  debt  or equity securities, the
  procurement  of advances on contracts or licenses, funding from joint-venture or
  strategic  partners, debt financing or short-term loans, or a combination of the
  foregoing.  We  may  also  seek  to satisfy indebtedness without any cash outlay
  through  the private issuance of debt or equity securities.  We currently do not
  have  any  binding  commitments for, or readily available sources of, additional
  financing.  We  cannot give you any assurance that we will be able to secure the
  additional  cash  or  working capital we may require to continue our operations.
  
  EVEN  IF  WE  ARE  ABLE  TO  RAISE ADDITIONAL FINANCING, WE MIGHT NOT BE ABLE TO
  OBTAIN IT ON TERMS THAT ARE NOT UNDULY EXPENSIVE OR BURDENSOME TO THE COMPANY OR
  DISADVANTAGEOUS  TO  OUR  EXISTING  SHAREHOLDERS.
  
  Even  if  we  are  able  to raise additional cash or working capital through the
  public or private sale of debt or equity securities, the procurement of advances
  on contracts or licenses, funding from joint-venture or strategic partners, debt
  financing  or  short-term loans, or the satisfaction of indebtedness without any
  cash outlay through the private issuance of debt or equity securities, the terms
  of  such  transactions  may  be unduly expensive or burdensome to the company or
  disadvantageous  to our existing shareholders.  For example, we may be forced to
  sell  or issue our securities at significant discounts to market, or pursuant to
  onerous  terms  and  conditions,  including the issuance of preferred stock with
  disadvantageous  dividend,  voting  or  veto,  board  membership,  conversion,
  redemption  or  liquidation  provisions;  the  issuance of convertible debt with
  disadvantageous interest rates and conversion features; the issuance of warrants
  with  cashless  exercise features; the issuance of securities with anti-dilution
  provisions;  and the grant of registration rights with significant penalties for
  the failure to quickly register.  If we raise debt financing, we may be required
  to  secure the financing with all of our business assets, which could be sold or
  retained  by the creditor should we default in our payment obligations.  We also
  might  be  required  to  sell  or  license  our  products  or technologies under
  disadvantageous  circumstances  we  would  not  otherwise  consider,  including
  granting  licenses  with  low  royalty  rates  and  exclusivity  provisions.
  
  OUR PRODUCTS ARE HIGHLY REGULATED. WE WILL NOT BE ABLE TO INTRODUCE OUR PRODUCTS
  TO  MARKET  IF  WE  CANNOT OBTAIN THE NECESSARY REGULATORY APPROVALS.  IF WE ARE
  UNABLE  TO  OBTAIN REGULATORY APPROVALS FOR OUR PRODUCTS IN SELECTED KEY MARKETS
  AT  ALL  OR  IN  A  TIMELY  MANNER,  WE  WILL  NOT BE ABLE TO GROW AS QUICKLY AS
  EXPECTED,  AND  THE LOSS OF ANTICIPATED REVENUES WILL ALSO REDUCE OUR ABILITY TO
  FULLY  FUND  OUR  OPERATIONS  AND  TO  OTHERWISE EXECUTE OUR BUSINESS PLAN.  OUR
  FAILURE  TO  RECEIVE  THE REGULATORY APPROVALS IN THE UNITED STATES WOULD LIKELY
  CAUSE  US  TO  GO  OUT  OF  BUSINESS.
  
  Our products will be medical devices that are subject to extensive regulation in
  the  U.S.  and  in  foreign  countries  where we plan to do business.  Unless an
  exemption  applies,  each medical device that we wish to market in the U.S. must
  first  receive  either 510(k) clearance or premarket approval from the U.S. Food
  and  Drug  Administration  (FDA).  Either  process can be lengthy and expensive.
  The  FDA's  510(k) clearance process, also known as "premarket notification," is
  the  process applicable to our current products.  It usually takes from three to
  twelve  months  from the date the application is submitted and filed by the FDA,
  but  may take significantly longer.  Although we have obtained 510(k) clearances
  
                                          3
  <PAGE>
  
  for  our current products, our clearances may be revoked by the FDA if safety or
  effectiveness problems develop with the devices.  The premarket approval process
  is  a  much more costly, lengthy and uncertain process.  It generally takes from
  one to three years from the date the application is submitted and filed with the
  FDA,  and  may take even longer.  Achieving premarket approval may take numerous
  clinical  trials  and  require the filing of numerous amendments over time.  The
  FDA  has  discretion at any time to request premarket approval applications from
  us  and  all  manufacturers  of similar devices.  If the FDA calls for premarket
  approval  applications,  we  will be required to submit and obtain approvals for
  such  devices  within  a  specified period of time determined by the FDA.  If we
  fail  to  do  so,  we  will not be allowed to continue marketing these products,
  which  could  cause  our  revenues  to  decline.  If  we  are  unable  to obtain
  additional clearances or approvals needed to market existing or new products, or
  obtain  such  clearances  or  approvals  in a timely fashion, it could adversely
  affect  our  revenues  and  profitability.
  
  Modification  to  our  marketed  devices  may  require  new 510(k) clearances or
  premarket  approvals  or  require  us  to cease marketing or recall the modified
  devices  until  such  clearances  or  approvals  are  obtained.
  
  Any  modification  to  an  FDA  cleared  medical device that could significantly
  affect  its  safety or effectiveness, or that would constitute a major change in
  its  intended  use,  requires  a  new FDA 510(k) clearance or possibly premarket
  approval.  The  FDA requires every manufacturer to make its own determination as
  to whether a modification requires a new 510(k) clearance or premarket approval,
  but  the FDA may review and disagree with any such decision by the manufacturer.
  In  the  future,  we  may  make  modifications  to  our products after they have
  received  FDA clearance or approval, and in appropriate circumstances, determine
  that  new  clearance  or approval is unnecessary.  The FDA may disagree with our
  decisions  not  to  seek  new clearance or approval and may require us to obtain
  510(k)  or  premarket  approval.  If  the  FDA  requires us to seek clearance or
  approval  for  any  modifications  to  a  previously  cleared product, we may be
  required  to  cease marketing or recall the modified device until it obtains the
  necessary  clearance  or  approval.  Under  these  circumstances, we may also be
  subject  to  significant  regulatory  fines  or  other  penalties.
  
  If  our  suppliers fail to comply with the FDA's Quality System regulations, our
  manufacturing  operations  could  be  delayed,  and  our  product  sales  and
  profitability  could  suffer.
  
  The  manufacturing processes for our products must comply with the FDA's Quality
  System  regulation,  which  covers  the methods and documentation of the design,
  testing,  production,  control,  quality assurance, labeling, packaging, storage
  and  shipping  of  our products.  The FDA enforces the Quality System regulation
  through  unannounced  inspections.  If  we  fail  a  Quality  System  regulation
  inspection or if our corrective action plan is not sufficient, the FDA may bring
  an  enforcement  action against us and our operations could be disrupted and our
  manufacturing  delayed.  If  we  fail  to  take  adequate  corrective  action in
  response  to  any  serious  compliance  issue  raised  by the FDA, it could face
  various  enforcement  actions,  which  could  include  a  shut-down  of  our
  manufacturing  operations and/or a recall of our products, which would cause our
  product  sales  and  profitability  to  suffer.
  
  Even  after  receiving FDA clearance or approval, our products may be subject to
  product  recalls,  which  may  harm  our  reputation.
  
  The  FDA  and  similar  governmental  authorities  in  other  countries have the
  authority to make a mandatory recall or order the removal from the market of our
  products  in  the  event  of  material  deficiencies  or  defects  in  design,
  manufacture,  or  labeling  of  the  device.  A government mandated or voluntary
  recall by us could occur as a result of component failures, manufacturing errors
  or  design  defects, including labeling defects.  Any recall of our products may
  divert  managerial  and  financial  resources  and  harm  our  business.
  
  OUR  BUSINESS IS SUBJECT TO RAPID SCIENTIFIC CHANGE, WHICH COULD HAVE A MATERIAL
  ADVERSE  AFFECT  ON  OUR  OPERATIONS.
  
  The  market  for  ambulatory  medical  products and services is characterized by
  rapid scientific developments, evolving industry standards and customer demands,
  and frequent new product introductions and enhancements. Our future success will
  depend  in  significant part on our ability to continually improve our offerings
  in  response to both evolving demands of the marketplace and competitive product
  offerings,  and  we  may  be  unsuccessful  in  doing  so.
  
                                          4
  <PAGE>
  
  BECAUSE WE ARE NOT DIVERSIFIED, WE ARE SUBJECT TO A GREATER RISK OF GOING OUT OF
  BUSINESS  SHOULD  OUR  SINGLE  PROPOSED  PRODUCT  LINE  FAIL.
  
  The  only  business  opportunities  we  are  presently  pursuing  are  the heart
  monitoring  or  ECG market and, later, using similar technology, the sleep apnea
  testing  market.  Unlike  many established companies that are diversified, we do
  not  presently  have  other  businesses, properties, investments or other income
  producing  assets  upon  which we could rely upon should our single product line
  fail,  thereby  increasing  the  risk  of  our  going  out  of  business.
  
  WE  SUBSTANTIALLY DEPEND UPON THIRD PARTIES FOR PAYMENT OF SERVICES, WHICH COULD
  HAVE  A  MATERIAL  ADVERSE  AFFECT  ON  OUR CASH FLOWS AND RESULTS OF OPERATIONS
  
  Many of our customers will rely upon third party reimbursements from third party
  payors  to cover all or a portion of the cost of our products.  As such, we rely
  on  the cooperation of numerous third party payers, including but not limited to
  Medicare,  Medicaid  and  various  insurance companies, in order to get paid for
  performing  services  on behalf of our clients. Wherever possible, the amount of
  such  third  party  payments  is  governed by contractual relationships in cases
  where  we  are  a participating provider for a specified insurance company or by
  established  government  reimbursement  rates  in cases where we are an approved
  provider  for  a  government program such as Medicare. However, we do not have a
  contractual relationship with many of the insurance companies with whom we deal,
  nor  are  we  necessarily able to become an approved provider for all government
  programs.  In  such  cases, we are deemed to be a non-participating provider and
  there is no contractual assurance that we are able to collect the amounts billed
  to  such  insurance  companies  or  government programs. Currently, we are not a
  participating  provider with the majority of the insurance companies we bill for
  our  services.  Until  such time as we become a participating provider with such
  insurance  companies, there can be no contractual assurance that we will be paid
  for the services we bill to such insurance companies, and such third parties may
  change  their reimbursement policies for non-participating providers in a manner
  that  may  have  a  material  adverse  affect  on  our  ash  flow  or results of
  operations.
  
  WE  INTEND  TO  RELY UPON LICENSEES, STRATEGIC PARTNERS OR THIRD PARTY MARKETING
  AND  DISTRIBUTION  PARTNERS  TO  PROVIDE A SIGNIFICANT PART OF OUR MARKETING AND
  SALES  FUNCTIONS.  SHOULD  THESE OUTSIDE PARTIES FAIL TO PERFORM AS EXPECTED, WE
  WILL NEED TO DEVELOP OR PROCURE OTHER MARKETING AND DISTRIBUTION CHANNELS, WHICH
  WOULD CAUSE DELAYS OR INTERRUPTIONS IN OUR PRODUCT SUPPLY AND RESULT IN THE LOSS
  OF  SIGNIFICANT  SALES  OR  CUSTOMERS.
  
  We  currently  have  no internal sales, marketing and distribution capabilities,
  and  will rely extensively on third-party licensees, strategic partners or third
  party  marketing  and  distribution  companies  to perform a significant part of
  those  functions.  As a consequence of that reliance, our ability to effectively
  market  and  distribute  our  products  will  be  dependent in large part on the
  strength  and  financial condition of others, the expertise and relationships of
  those third-parties with customers, and the interest of those parties in selling
  and  marketing  our  products.  Prospective  third-party  licensees,  strategic
  partners  and  marketing and distribution parties may also market and distribute
  the  products  of  other  companies.  If  our relationships with any third-party
  licensees,  strategic  partners  or  marketing and distribution partners were to
  terminate,  we would need to either develop alternative relationships or develop
  our  own  internal  sales and marketing forces to continue to sell our products.
  Even  if  we  are able to develop our internal sales, marketing and distribution
  capabilities,  these  efforts would require significant cash and other resources
  that  would  be  diverted  from other uses, if available at all, and could cause
  delays  or  interruptions in our product supply to customers, which could result
  in  the  loss  of  significant sales or customers.  We can give you no assurance
  that  we  will  be  successful  in  our  efforts  to engage licensees, strategic
  partners  or third party marketing and distribution companies to meet our sales,
  marketing  and  distribution  requirements.
  
  WE  INTEND  TO RELY UPON THE THIRD-PARTY FDA-APPROVED MANUFACTURERS OR SUPPLIERS
  TO  MANUFACTURE  OUR HEART MONITORING PRODUCTS.  SHOULD THESE MANUFACTURERS FAIL
  TO  PERFORM  AS EXPECTED, WE WILL NEED TO DEVELOP OR PROCURE OTHER MANUFACTURING
  SOURCES,  WHICH  WOULD  CAUSE  DELAYS OR INTERRUPTIONS IN OUR PRODUCT SUPPLY AND
  RESULT  IN  THE  LOSS  OF  SIGNIFICANT  SALES  AND  CUSTOMERS.
  
  We  currently  have  no  internal  manufacturing  capability,  and  will  rely
  extensively  on  FDA-approved  licensees,  strategic  partners  or  third  party
  contract  manufacturers  or  suppliers.  Should  we be forced to manufacture our
  products,  we  cannot  give you any assurance that we will be able to develop an
  internal  manufacturing  capability or procure third party suppliers.  Moreover,
  we cannot give you any assurance that any contract manufacturers or suppliers we
  procure  will be able to supply our product in a timely or cost effective manner
  or  in accordance with applicable regulatory requirements or our specifications.
  
                                          5
  <PAGE>
  
  WE  ARE  DEPENDENT  ON  KEY  PERSONNEL  AND  NEED  TO  HIRE ADDITIONAL QUALIFIED
  PERSONNEL.  WERE  WE  TO  LOSE  ONE  OR MORE OF THESE KEY EXECUTIVE OFFICERS, WE
  WOULD  BE  FORCED  TO  EXPEND  SIGNIFICANT  TIME  AND  MONEY IN THE PURSUIT OF A
  REPLACEMENT,  WHICH  WOULD  RESULT  IN BOTH A DELAY IN THE IMPLEMENTATION OF OUR
  BUSINESS  PLAN  AND  THE  DIVERSION  OF  WORKING  CAPITAL.
  
  Our success depends to a critical extent on the continued efforts of services of
  our  executive  management  team  comprised  of  Mr.  Donald  Sproat,  our Chief
  Executive  Officer  and  President,  James  Tolan,  our Senior Vice President of
  Business  Development,  and  Michael Vosch, our Senior Vice President of Product
  Development.  The loss of the services of any of our executive officers or other
  key  employees  could have a material adverse affect on the business, results of
  operations  and  our financial condition. Our future success also depends on our
  continuing  ability  to  attract  and  retain  highly  qualified  technical  and
  managerial  personnel.  We  do not carry key person life insurance on any of our
  senior  management  personnel.
  
  THE MARKET FOR OUR PRODUCTS AND SERVICES IS HIGHLY COMPETITIVE, WHICH COULD HAVE
  A  MATERIAL  ADVERSE AFFECT ON OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL
  CONDITION
  
  The market for  ambulatory medical devices is highly competitive and competition
  is  expected  to  continue  to  increase.  Many of our existing competitors have
  significantly  greater  financial, human, technical and marketing resources than
  we  do.  Our  competitors may develop products and services that are superior to
  ours or that achieve greater market acceptance than our offerings. We may not be
  able  to  compete successfully against current and future sources of competition
  and  competitive pressures faced by us may have a material adverse affect on our
  business, results of operations and financial condition.  The market for medical
  monitoring  products  is  characterized by rapidly changing technology, evolving
  industry standards, and price competition.  There are no substantial barriers to
  entry,  and  we  expect that competition will be intense and may increase.    We
  cannot  assure  you  that  we  will  be  able compete successfully with existing
  competitors  or  new  competitors.
  
  THE  STEPS  TAKEN  BY  US TO PROTECT OUR PROPRIETARY RIGHTS MAY NOT BE ADEQUATE,
  WHICH  COULD  HAVE  A  MATERIAL  ADVERSE  AFFECT  ON  OUR  BUSINESS,  RESULTS OF
  OPERATIONS  AND  FINANCIAL  CONDITION
  
  We  rely  on  a  combination of patent, patent pending, copyright, trademark and
  trade  secret  laws  to protect our intellectual properties.  We cannot give you
  any  assurance  that these measures will prove to be effective in protecting our
  intellectual  properties.  We  also  cannot  give  you  any  assurance  that our
  existing  patents will not be invalidated, that any patents that we currently or
  prospectively  apply  for  will  be  granted,  or that any of these patents will
  ultimately  provide  significant  commercial  benefits.  Further,  competing
  companies  may  circumvent  any  patents that we may hold by developing products
  which  closely emulate but do not infringe our patents.  While we intend to seek
  patent  protection for our products in selected foreign countries, those patents
  may  not  receive  the  same  degree  of  protection as they would in the United
  States.  We  can  give  you  no  assurance  that we will be able to successfully
  defend  our  patents and proprietary rights in any action we may file for patent
  infringement.  Similarly,  we  can  give  you  any assurance that we will not be
  required  to  defend  against  litigation  involving  the patents or proprietary
  rights  of  others, or that we will be able to obtain licenses for these rights.
  Legal  and  accounting  costs  relating  to  prosecuting  or  defending  patent
  infringement  litigation  may  be  substantial.  We  also  rely  on  proprietary
  designs,  technologies,  processes  and  know-how  not  eligible  for  patent
  protection.  We  cannot  give  you  any  assurance that our competitors will not
  independently  develop the same or superior designs, technologies, processes and
  know-how.  While  we  have  and  will  continue to enter into proprietary rights
  agreements  with our employees and third parties giving us proprietary rights to
  certain  technology developed by those employees or parties while engaged by our
  company, we can give you no assurance that courts of competent jurisdiction will
  enforce  those  agreements.
  
  CONTINGENT  CLAIMS  OF  OUR  FORMER CHIEF EXECUTIVE OFFICER AND OTHER AFFILIATES
  
  Focused  Strategies, Inc. v. Telzuit Technologies, LLC and Telzuit Technologies,
  --------------------------------------------------------------------------------
  Inc.  In November 2003, we removed Richard Krampe as our chief executive officer
  ----
  due  to  disagreements  over  compensation  issues.  Mr.  Krampe  is employed by
  Focused  Strategies,  Inc.  ("FSI"),  a  Florida  Corporation which is owned and
  controlled  by  his brother, Mark Krampe.  FSI entered into an agreement with us
  on  March  16,  2001  through  which  Mr.  Krampe  agreed to provide consulting,
  marketing  and other services.  We have paid FSI approximately $85,000 under the
  agreement and additional amounts of approximately $650,000 are claimed by FSI to
  be  owed  which  we have disputed.  We also recently cancelled 7,227,082 Class A
  Units  that,  in  our  opinion,  had  been  improperly  issued  to  FSI  for  no
  consideration.
  
                                          6
  <PAGE>
  
  In  response  to  this action, on December 23, 2003, FSI, MKCS, Inc., and Silent
  Services  Corporation  collectively  filed a petition for involuntary bankruptcy
  against  us  pursuant  to  Chapter  7 of the United States Bankruptcy Code.  All
  three  (3)  corporations  who  joined  in  filing  the  petition  are  owned and
  controlled  by Mark Krampe.  The three (3) corporations claimed that the Company
  collectively  owed  them  the sum of approximately $408,000 for various services
  performed and that we were not able to pay these debts in the ordinary course of
  our  business.  These  obligations  had  been  previously  disputed  by  us  and
  contributed  to  the  dismissal  of  Richard  Krampe  in November of 2003 as the
  Company's  Chief  Executive Officer and member of our Board of Directors.  After
  further  proceedings  were  held  before  the  bankruptcy  judge,  the court, on
  February  12,  2004, ruled that the involuntary petition was filed by the Krampe
  controlled  corporations  in  bad  faith.  The  court,  therefore, dismissed the
  action  against  us  but  retained jurisdiction to determine damages against the
  parties  that  were  responsible for filing the bankruptcy petition.  On June 1,
  2004,  the  court awarded us approximately $25,000 in damages against the Krampe
  controlled  corporations  which  represented  the  attorney's  fees and costs of
  approximately $20,000 we incurred in this litigation and also $5,000 in punitive
  damages  for  the  bad  faith  filing  of  the  petition.
  
  On  June  8,  2005,  Focused  Strategies, Inc. filed a Complaint for Damages and
  Declaratory Relief in the Circuit Court of the Ninth Judicial Circuit in and for
  Orange  County,  Florida,  entitled  Focused  Strategies,  Inc.  v.  Telzuit
  Technologies,  LLC and Telzuit Technologies, Inc., Case No. 48-2005-CA-004920-O.
  
  In  the  complaint,  Focused  Strategies,  Inc.  seeks  damages of $818,678 from
  Telzuit  Technologies,  LLC  for  alleged  violation  of an Engagement Agreement
  entered  into  on March 16, 2001. Telzuit Technologies, LLC is a Florida limited
  liability  company  which  owns a majority of the issued and outstanding capital
  stock  of  Telzuit  Medical.  In  addition,  Focused  Strategies,  Inc. requests
  declaratory  relief  seeking  (a) a determination as to the current ownership of
  Telzuit  Technologies,  LLC, (b) a determination as to the controlling ownership
  group  of  Telzuit Technologies, LLC, and (c) a determination as to the validity
  of  the  Share  Exchange,  dated May 6, 2005, between Telzuit Technologies, LLC,
  Taylor  Madison  Corp., et. al., providing for the transfer of all of the issued
  and  outstanding  capital stock of Telzuit Technologies, Inc. to Telzuit Medical
  Technologies, Inc., formerly Taylor Madison Corp., in exchange for capital stock
  of  Telzuit  Medical  Technologies,  Inc.,  formerly  Taylor  Madison.
  
  The  management  of  Telzuit  Technologies, LLC, Telzuit Technologies, Inc., and
  Telzuit  Medical Technologies, Inc., formerly Taylor Madison Corp., believe that
  Focused  Strategies, Inc.'s claims are not substantiated by the facts and intend
  to  defend their positions vigorously. Additionally, the law firm of Snyderburn,
  Rishoi  & Swann has been retained by the parties to represent their interests in
  the  lawsuit.  In  addition to asserting a number of defenses in response to the
  allegations  made  in  the complaint, the Telzuit entities intend to prepare and
  file  counter-claims  and  third  party claims against Focused Strategies, Inc.,
  Rick Krampe, the former Chief Executive Officer of Telzuit Technologies, LLC and
  other  possible  Krampe  affiliates.  These  claims  shall  seek,  in  part, the
  cancellation  of  certain  Class A Units of Membership Interests held by Focused
  Strategies,  Inc.  and  damages  of  an  undetermined  amount  against  Focused
  Strategies,  Inc.,  Mr.  Krampe  and  possible  other  Krampe affiliates for the
  misappropriation  and  waste  of  corporate  funds  and  securities.
  
  WE  MUST  ENHANCE OUR INTERNAL  NETWORK INFRASTRUCTURE TO MEET ADDITIONAL DEMAND
  
  Our  internal  network  infrastructure  will  be composed of a complex system of
  equipment and related monitoring services.  Although rare, service interruptions
  originating  within  internal  networks  may  occur in the future.  We will need
  substantial  financial,  operational,  and management resources to enhance these
  systems to handle a large number of users if we are to be successful.  We cannot
  be  certain  that  we  will be able to accomplish this on a timely basis or at a
  commercially  reasonable  cost.  If  we  fail to do so, our business, results of
  operations  and  financial condition could be materially and adversely affected.
  
                                          7
  <PAGE>
  
  OUR  OPERATIONS  AND  SERVICES  WILL  BE  VULNERABLE  TO  NATURAL  DISASTERS,
  TELECOMMUNICATION  FAILURES  AND  COMPUTER  SERVICE  FAILURES
  
  Our operations and services will be vulnerable to fire, earthquakes, power loss,
  telecommunications  failures,  computer  service  failures,  and similar events.
  Despite  precautions  taken  by  us,  a  natural disaster or other unanticipated
  problems  could  cause  interruptions  in  the services that we plan to provide.
  Accordingly,  any  disruption of our services due to system failure could have a
  material and adverse effect on our business, results of operations and financial
  condition.
  
  HEATH  CARE  REFORM
  
  As  a  result  of  the escalation of health care costs and the inability of many
  individuals  and  employers  to  obtain  affordable  heath  insurance,  numerous
  proposals have been or may be introduced in the United States Congress and state
  legislatures.  Further,  other proposals are being considered relating to health
  care  reform.  Such  proposals  have  included, among other things, provision of
  universal  access  to  heath  care, reforming the payment methodology for health
  care  goods  and services by both the public (Medicare and Medicaid) and private
  sectors,  and methods to control or reduce public and private spending on health
  care.  The  ultimate  timing  or  effect  such  reforms may have on us cannot be
  predicted  and  no  assurance can be given that any such reforms will not have a
  material  adverse  effect  on  our  revenues  and/or  earnings.  Short-term cost
  containment  initiatives  may  vary substantially from long-term reforms and may
  impact  us  in  different  ways.
  
  RISKS  RELATING  TO  AN  INVESTMENT  IN  OUR  SECURITIES
  
  OUR  COMMON  SHARES ARE SPORADICALLY OR "THINLY" TRADED, SO YOU MAY BE UNABLE TO
  SELL  AT  OR  NEAR ASK PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE
  MONEY  OR  OTHERWISE  DESIRE  TO  LIQUIDATE  YOUR  SHARES
  
  Our  common  shares  have  historically  been  sporadically  or "thinly" traded,
  meaning that the number of persons interested in purchasing our common shares at
  or  near  ask  prices at any given time may be relatively small or non-existent.
  This  situation  is attributable to a number of factors, including the fact that
  we  are  a  small  company  which is relatively unknown to stock analysts, stock
  brokers,  institutional  investors  and  others in the investment community that
  generate or influence sales volume, and that even if we came to the attention of
  such  persons,  they  tend to be risk-averse and would be reluctant to follow an
  unproven  company  with limited operations such as ours or purchase or recommend
  the  purchase  of  our  shares  until  such  time as we became more seasoned and
  viable.  As  a  consequence,  there  may be periods of several days or more when
  trading  activity  in  our  shares  is minimal or non-existent, as compared to a
  seasoned  issuer  which  has  a large and steady volume of trading activity that
  will  generally  support  continuous sales without a material reduction in share
  price.  We  cannot  give  you any assurance that a broader or more active public
  trading  market  for  our  common  shares  will develop or be sustained, or that
  current  trading levels will be sustained.  Due to these conditions, we can give
  you no assurance that you will be able to sell your shares at or near ask prices
  or  at  all  if  you  need  money  or otherwise desire to liquidate your shares.
  
  THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS
  AS  A  RELATIVELY  UNKNOWN  COMPANY WITH A SMALL AND THINLY-TRADED PUBLIC FLOAT,
  LIMITED  OPERATING HISTORY AND LACK OF REVENUES OR PROFITS TO DATE FOR OUR NEWLY
  INTRODUCED  PRODUCTS,  WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE.
  THE  PRICE  AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE
  PRICE  THAT  WILL PREVAIL IN THE TRADING MARKET.  YOU MAY BE UNABLE TO SELL YOUR
  COMMON  SHARES  AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL
  LOSSES  TO  YOU.  THE  VOLATILITY  IN  OUR  COMMON SHARE PRICE MAY SUBJECT US TO
  SECURITIES  LITIGATION.
  
  The  market  for  our  common  shares  is  characterized  by  significant  price
  volatility when compared to seasoned issuers, and we expect that our share price
  will  continue  to  be  more  volatile than a seasoned issuer for the indefinite
  future.  The  volatility  in  our  share  price  is  attributable to a number of
  factors.  First, we have relatively few common shares outstanding in the "public
  float"  since most of our shares are held by a small number of shareholders.  In
  addition,  as  noted above, our common shares are sporadically or thinly traded.
  As  a  consequence  of  this  lack of liquidity, the trading of relatively small
  quantities  of  shares  by our shareholders may disproportionately influence the
  price  of those shares in either direction.  The price for our shares could, for
  example,  decline  precipitously  in the event that a large number of our common
  shares  are  sold  on  the  market without commensurate demand, as compared to a
  seasoned  issuer  which  could  better  absorb  those  sales  without a material
  reduction  in share price.  Secondly, we are a speculative or "risky" investment
  due  to  our  limited operating history and lack of revenues or profits to date,
  and  uncertainty of future market acceptance for our products.  As a consequence
  of this enhanced risk, more risk-adverse investors may, under the fear of losing
  all  or  most  of  their  investment  in  the  event of negative news or lack of
  progress,  be  more inclined to sell their shares on the market more quickly and
  at greater discounts than would be the case with the stock of a seasoned issuer.
  
                                          8
  <PAGE>
  
  Additionally,  in  the  past,  plaintiffs  have often initiated securities class
  action  litigation  against  a  company  following  periods of volatility in the
  market  price  of  its securities. We may in the future be the target of similar
  litigation.  Securities  litigation  could  result  in  substantial  costs  and
  liabilities and could divert management's attention and resources. The following
  factors  may  add to the volatility in the price of our common shares: actual or
  anticipated variations in our quarterly or annual operating results; development
  of  a  distribution  system;  development  of  a  successful  marketing program;
  acceptance  of  our  products  and  services  as  viable security and technology
  solutions;  government  regulations  and approvals; our capital commitments; and
  additions  or  departures of our key personnel. Many of these factors are beyond
  our  control  and may decrease the market price of our common shares, regardless
  of  our  operating performance. We cannot make any predictions or projections as
  to  what  the prevailing market price for our common shares will be at any time,
  including  as  to  whether  our  common shares will sustain their current market
  prices,  or  as  to  what  effect that the sale of shares or the availability of
  common shares for sale at any time will have on the prevailing market price.
  
  SINCE  A  SINGLE  SHAREHOLDER  CURRENTLY  BENEFICIALLY  OWNS THE MAJORITY OF OUR
  OUTSTANDING  COMMON  SHARES,  THAT SINGLE SHAREHOLDER WILL RETAIN THE ABILITY TO
  CONTROL  OUR  MANAGEMENT  AND  THE  OUTCOME  OF  CORPORATE  ACTIONS  REQUIRING
  SHAREHOLDER  APPROVAL  NOTWITHSTANDING  THE  OVERALL  OPPOSITION  OF  OUR  OTHER
  SHAREHOLDERS.  THIS  CONCENTRATION  OF  OWNERSHIP  COULD DISCOURAGE OR PREVENT A
  POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT OTHERWISE RESULT IN YOU RECEIVING A
  PREMIUM  OVER  THE  MARKET  PRICE  FOR  YOUR  COMMON  SHARES.
  
  Telzuit  Technologies, LLC owns a majority of our outstanding common shares.  As
  a consequence of its controlling stock ownership position, Telzuit Technologies,
  LLC  retains  the  ability  to  elect a majority of our board of directors or to
  remove any director, and thereby controls our management.  Telzuit Technologies,
  LLC  also  has the ability to control the outcome of corporate actions requiring
  shareholder  approval, including mergers and other changes of corporate control,
  going  private  transactions,  and  other  extraordinary  transactions.  Telzuit
  Technologies,  LLC  actively  evaluates  potential modifications to our board of
  directors  and  management,  and  could  make  such  modifications-or  wholesale
  changes-at  any  time  if  deemed  to  be  in  the  company's  best  interest.
  
  THE  SALE  OF  A  LARGE AMOUNT OF  COMMON SHARES HELD BY OUR SHAREHOLDERS OR OUR
  EXECUTIVE  OFFICERS OR DIRECTORS, OR THE PERCEPTION THAT SUCH SALES COULD OCCUR,
  COULD  SUBSTANTIALLY  DEPRESS  THE  PREVAILING  MARKET  PRICES  FOR  OUR SHARES.
  
  Our  majority  shareholder and certain other shareholders, Telzuit Technologies,
  LLC  currently  does  not have the ability to sell common shares under Rule 144.
  As  a  consequence,  we anticipate registering, pursuant to an SB-2 Registration
  Statement,  26,492,676  common  shares  held  by  Telzuit  Technologies, LLC for
  resale  to  provide it with a mechanism to sell such shares on the public market
  in  the  future  should  it  decide  to  do  so.  In  addition,  we  anticipate
  registering,  pursuant  to  an SB-2 Registration Statement, (a) 8,023,507 common
  shares  issuable  by  the  company with respect to the prospective conversion of
  4,814,104  shares  of Series A Convertible Preferred Stock, (b) 9,297,371 common
  shares  issuable  by  the  company  with  respect to the prospective exercise of
  9,297,371  common  share  purchase  warrants;  and  (c)  1,321,562 common shares
  issuable  by  the  company with respect to the prospective exercise of 1,321,562
  common share purchase warrants.   All such shares are calculated after the 1 for
  31  reverse  stock  split  effective  on  August  19,  2005.
  
  A  LARGE  NUMBER OF COMMON SHARES ARE ISSUABLE UPON CONVERSION OF OUR SERIES 'A'
  PREFERRED SHARES OR THE EXERCISE OF OUTSTANDING COMMON SHARE PURCHASE OPTIONS OR
  WARRANTS.  THE  CONVERSION  OR  EXERCISE OF THESE SECURITIES COULD RESULT IN THE
  SUBSTANTIAL DILUTION OF YOUR INVESTMENT IN TERMS OF YOUR PERCENTAGE OWNERSHIP IN
  THE  COMPANY  AS  WELL  AS  THE BOOK VALUE OF YOUR COMMON SHARES.  THE SALE OF A
  LARGE  AMOUNT OF COMMON SHARES RECEIVED UPON THE CONVERSION OR EXERCISE OF THESE
  SECURITIES  ON  THE  PUBLIC  MARKET  TO  FINANCE  THE  EXERCISE  PRICE OR TO PAY
  ASSOCIATED  INCOME  TAXES,  OR THE PERCEPTION THAT SUCH SALES COULD OCCUR, COULD
  SUBSTANTIALLY  DEPRESS  THE  PREVAILING  MARKET  PRICES  FOR  OUR  SHARES.
  
  Effective  as  of August 19, 2005, Telzuit Technologies, LLC converted 2,207,723
  shares  of  Series  B Preferred Stock to 26,492,676 common shares.  In addition,
  there  are currently outstanding as of August 19, 2005, (a) 4,814,104 series 'A'
  preferred  shares  each  convertible into common share at the conversion rate of
  $.60  per  share,  (b)  common share purchase options and warrants entitling the
  holders to purchase 1,321,562 common shares at an average exercise price of $.60
  per  share,  including  a  number  granted to directors, officers, employees and
  
                                          9
  <PAGE>
  
  consultants,  and  (c)  common share purchase options and warrants entitling the
  holders to purchase 9,297,371 common shares at an average exercise price of $.80
  per  share,  including  a  number  granted to directors, officers, employees and
  consultants.  All  such  shares  are calculated after the 1 for 31 reverse stock
  split  effective on August 19, 2005.  In the event of the conversion or exercise
  of these securities, you could suffer substantial dilution of your investment in
  terms  of  your percentage ownership in the company as well as the book value of
  your  common  shares.  In  addition,  the  holders  of the common share purchase
  options  or  warrants  may  sell  common shares in tandem with their exercise of
  those  options  or  warrants  to finance that exercise, or may resell the shares
  purchased in order to cover any income tax liabilities that may arise from their
  conversion  or  exercise  of  these  securities.
  
  NO  FORESEEABLE  DIVIDENDS
  
  We  do  not  anticipate paying dividends on our common shares in the foreseeable
  future.  Rather,  we  plan  to  retain  earnings,  if any, for the operation and
  expansion  of  our  business.
  
  OUR  ISSUANCE  OF  ADDITIONAL  COMMON  SHARES OR PREFERRED SHARES, OR OPTIONS OR
  WARRANTS TO PURCHASE THOSE SHARES, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND
  VOTING  RIGHTS.  OUR  ISSUANCE  OF  ADDITIONAL  PREFERRED  SHARES, OR OPTIONS OR
  WARRANTS  TO  PURCHASE  THOSE  SHARES, COULD NEGATIVELY IMPACT THE VALUE OF YOUR
  INVESTMENT  IN  OUR COMMON SHARES AS THE RESULT OF PREFERENTIAL VOTING RIGHTS OR
  VETO  POWERS,  DIVIDEND  RIGHTS, DISPROPORTIONATE RIGHTS TO APPOINT DIRECTORS TO
  OUR  BOARD,  CONVERSION  RIGHTS,  REDEMPTION  RIGHTS  AND LIQUIDATION PROVISIONS
  GRANTED  TO THE PREFERRED SHAREHOLDERS, INCLUDING THE GRANT OF RIGHTS THAT COULD
  DISCOURAGE  OR PREVENT THE DISTRIBUTION OF DIVIDENDS TO YOU, OR PREVENT THE SALE
  OF OUR ASSETS OR A POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT OTHERWISE RESULT
  IN  YOU  RECEIVING  A  DISTRIBUTION  OR A PREMIUM OVER THE MARKET PRICE FOR YOUR
  COMMON  SHARES.
  
  We  are  entitled  under  our  certificate  of  incorporation  to  issue  up  to
  100,000,000  common  and  10,000,000 "blank check" preferred shares.   Our board
  may generally issue those common and preferred shares, or options or warrants to
  purchase  those  shares, without further approval by our shareholders based upon
  such  factors  as  our  board of  directors may deem relevant at that time.  Any
  preferred  shares  we may issues shall have such rights, preferences, privileges
  and  restrictions as may be designated from time-to-time by our board, including
  preferential  dividend  rights,  voting  rights,  conversion  rights, redemption
  rights  and  liquidation  provisions.  It  is likely that we will be required to
  issue  a  large  amount of additional securities to raise capital to further our
  development  and marketing plans.  It is also likely that we will be required to
  issue  a large amount of additional securities to directors, officers, employees
  and  consultants  as compensatory grants in connection with their services, both
  in  the  form of stand-alone grants or under our various stock plans.  We cannot
  give  you  any  assurance  that we will not issue additional common or preferred
  shares,  or options or warrants to purchase those shares, under circumstances we
  may  deem  appropriate  at  the  time.
  
  THE  ELIMINATION  OF  MONETARY  LIABILITY  AGAINST  OUR  DIRECTORS, OFFICERS AND
  EMPLOYEES  UNDER  OUR  CERTIFICATE  OF  INCORPORATION  AND  THE  EXISTENCE  OF
  INDEMNIFICATION  RIGHTS  TO  OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN
  SUBSTANTIAL  EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR
  DIRECTORS,  OFFICERS  AND  EMPLOYEES.
  
  Our  certificate  of  incorporation  contains  provisions  which  eliminate  the
  liability  of our directors for monetary damages to our company and shareholders
  to  the  maximum  extent permitted under Florida corporate law.  Our bylaws also
  require us to indemnify our directors to the maximum extent permitted by Florida
  corporate  law.  We  may also have contractual indemnification obligations under
  our  agreements  with  our  directors,  officers  and  employees.  The foregoing
  indemnification  obligations  could  result in our company incurring substantial
  expenditures to cover the cost of settlement or damage awards against directors,
  officers  and employees, which we may be unable to recoup.  These provisions and
  resultant  costs may also discourage our company from bringing a lawsuit against
  directors,  officers  and  employees for breaches of their fiduciary duties, and
  may similarly discourage the filing of derivative litigation by our shareholders
  against  our  directors,  officers  and  employees  even though such actions, if
  successful,  might  otherwise  benefit  our  company  and  shareholders.
  
                             FORWARD-LOOKING STATEMENTS
  
  In  this  prospectus  we  make  a  number  of  statements,  referred  to  as
  "forward-looking  statements",  which are intended to convey our expectations or
  predictions  regarding the occurrence of possible future events or the existence
  of  trends  and  factors that may impact our future plans and operating results.
  
                                         10
  <PAGE>
  
  These  forward-looking statements are derived, in part, from various assumptions
  and  analyses  we  have  made  in  the  context of our current business plan and
  information  currently  available  to  us  and  in  light  of our experience and
  perceptions  of  historical  trends,  current  conditions  and  expected  future
  developments  and  other  factors  we  believe  to  be  appropriate  in  the
  circumstances.  You  can  generally  identify forward-looking statements through
  words and phrases such as "seek", "anticipate", "believe", "estimate", "expect",
  "intend",  "plan",  "budget",  "project",  "may be", "may continue", "may likely
  result",  and  similar  expressions.  When reading any forward looking statement
  you  should  remain  mindful  that  actual  results  or  developments  may  vary
  substantially  from  those expected as expressed in or implied by that statement
  for  a  number  of  reasons  or  factors,  such  as  those  relating  to:
  
  -  the  success of our research and development activities, the development of a
  viable  commercial  production  model,  and  the  speed  with  which  regulatory
  authorizations  and  product  launches  may  be  achieved;
  
  -  whether  or not a market for our products develops and, if a market develops,
  the  pace  at  which  it  develops;
  
  -  our  ability  to  successfully  sell  our  products  if  a  market  develops;
  
  -  our  ability  to  attract  the  qualified  personnel  to implement our growth
  strategies;
  
  -  our  ability  to  develop  sales,  marketing  and  distribution capabilities;
  
  -  our  ability to obtain reimbursement from third party payers for the products
  that  we  sell;
  
  -  the  accuracy  of  our  estimates  and  projections;
  
  -  our  ability  to  fund  our  short-term  and  long-term  financing  needs;
  
  -  changes  in  our  business  plan  and  corporate  strategies;  and
  
  -  other  risks and uncertainties discussed in greater detail in the sections of
  this  prospectus,  including  those  captioned  "Risk  Factors"  and  "Plan  of
  Operation".
  
  Each  forward-looking  statement  should  be  read  in context with, and with an
  understanding  of,  the various other disclosures concerning our company and our
  business made elsewhere in this prospectus as well as other public reports filed
  with  the  United  States  Securities  and Exchange Commission (the "SEC").  You
  should not place undue reliance on any forward-looking statement as a prediction
  of actual results or developments.  We are not obligated to update or revise any
  forward-looking  statement contained in this prospectus to reflect new events or
  circumstances  unless  and  to  the  extent  required  by  applicable  law.
  
  
                                   USE OF PROCEEDS
  
  We  will not receive any of the proceeds from the sale of shares covered by this
  reoffer  prospectus.  The  selling  stockholders  will  pay  any  underwriting
  discounts,  commissions  and  expenses for brokerage, or any other expenses they
  incur  in  disposing  of  the  shares.  We  will  bear all other costs, fees and
  expenses  incurred  in  effecting the registration of the shares covered by this
  reoffer  prospectus.
  
  
                                SELLING STOCKHOLDERS
  
  2,024,000 shares of common stock to be registered are issuable under the Telzuit
  Medical  Equity  Compensation  Plan  (the  "Plan").  The  names  of  the selling
  security  holders  are  not  known  at  the  time  of  filing  this registration
  statement.  Up  to 2,024,000 shares of our common stock that we may issue in the
  future  to  participants in the Plan are being registered under the registration
  statement  of  which  this prospectus is a part.  All such shares are calculated
  after the 1 for 31 reverse stock split effective on August 19, 2005.  Offers and
  
                                         11
  <PAGE>
  
  sales  by  selling  stockholders  of  any  such  shares  issued in the future to
  participants  in  the  Plan who are our "affiliates" (as such term is defined in
  Rule  405  under  the  Securities Act) are also covered by this prospectus.  The
  selling  stockholders  are our current and future officers, directors, employees
  and  consultants  will  receive in the future receive shares of our common stock
  under  the  Plan.  The  selling stockholders may from time to time resell all, a
  portion,  or  none of the shares of our common stock covered by this prospectus.
  The  number  of additional shares to be issued under the Plan in the future, the
  identity  of  the  recipients of such additional shares and the determination of
  whether  any  such  recipient  is  an  affiliate of ours are subject a number of
  factors  that  are  not  yet  determinable.
  
                                         12
  <PAGE>
  
              PLAN OF DISTRIBUTION AND DETERMINATION OF OFFERING PRICE
  
  The shares of common stock covered by this prospectus are being registered by us
  for  the  account  of  the  selling  stockholders.
  
  The  shares  of common stock offered by this prospectus may be sold from time to
  time  directly  by  or  on  behalf  of  the  selling stockholders in one or more
  transactions  on  any  stock exchange on which the common stock may be listed at
  the  time  of  sale,  in  the  over-the-counter  market, in privately negotiated
  transactions,  or  through  a  combination  of  these  methods.  The  selling
  stockholders  may  sell shares through one or more agents, brokers or dealers or
  directly to purchasers. These brokers or dealers may receive compensation in the
  form  of  commissions,  discounts  or  concessions from the selling stockholders
  and/or purchasers of the shares, or both. Compensation as to a particular broker
  or  dealer  may  be in excess of customary commissions. The selling stockholders
  will  act  independently  of  us in making decisions with respect to the timing,
  manner  and  size  of  each  sale  or  non-sale  related  transfer. If a selling
  stockholder  is  an employee, officer or director of the Company, he or she will
  be  subject  to the Company's policies concerning trading and other transactions
  in  the  Company's  securities.
  
  The  shares  of  common  stock  may be sold in one or more transactions at fixed
  prices,  at  prevailing  market prices at the time of sale, at prices related to
  the  prevailing  market prices, at varying prices determined at the time of sale
  or  at  negotiated  prices.  These  sales  may  be  effected  in  one  or  more
  transactions,  which  may  involve  crosses  or  block  transactions, including:
  
  -  on  any stock exchange on which the common stock may be listed at the time of
  sale
  -  in the over-the-counter market;
  -  in  transactions  otherwise  than  on  an exchange or in the over-the-counter
  market;
  -  through  the  writing  of  options  (including  the  issuance  by the selling
  stockholders  of  derivative  securities),  whether  the  options or these other
  derivative securities are listed on an options or other exchange or otherwise;
  -  through the settlement of short sales; or
  -  any  combination  of  the  foregoing.
  
  In  connection  with the sale of shares, the selling stockholders may enter into
  hedging  transactions with broker-dealers or other financial institutions, which
  may  in  turn  engage  in short sales of the shares in the course of hedging the
  positions  they  assume. The selling stockholders may also sell the shares short
  and  deliver  these  shares  to close out short positions, or loan or pledge the
  shares  to  broker-dealers or other financial institutions that in turn may sell
  these  shares.  The  selling  stockholders  may  also enter into option or other
  transactions  with  broker-dealers  or other financial institutions that require
  the  delivery to the broker-dealer or other financial institution of the shares,
  which  the  broker-dealer  or other financial institution may resell pursuant to
  this  prospectus,  or  enter  into  transactions  in which a broker-dealer makes
  purchases  as  a principal for resale for its own account or through other types
  of  transactions.
  
  In  connection  with  their  sales,  a selling stockholder and any participating
  broker  or  dealer  may be deemed to be "underwriters" within the meaning of the
  Securities Act, and any commissions they receive and the proceeds of any sale of
  shares  may  be  deemed  to  be  underwriting discounts or commissions under the
  Securities  Act.  A  selling  stockholder  who  is deemed to be an "underwriter"
  within the meaning of Section 2(11) of the Securities Act will be subject to the
  prospectus delivery requirements of the Securities Act. The selling stockholders
  and  any  other  person  participating  in  such distribution will be subject to
  applicable  provisions  of  the  Exchange  Act  and  the  rules  and regulations
  thereunder,  including, without limitation, Regulation M. Regulation M may limit
  the  timing  of purchases and sales of shares of our common stock by the selling
  stockholders and any other person. Furthermore, Regulation M may restrict, for a
  period  of  up  to  five  business  days  prior  to  the  commencement  of  the
  distribution,  the  ability of any person engaged in a distribution of shares of
  our  common  stock  to  engage in market-making activities with respect to these
  shares.  All  of  the  foregoing  may  affect the marketability of shares of our
  common  stock and the ability of any person or entity to engage in market-making
  activities  with  respect  to  shares  of  our  common  stock.
  
                                         13
  <PAGE>
  
  To  the extent required, the shares to be sold, the names of the persons selling
  the shares, the respective purchase prices and public offering prices, the names
  of  any agent, dealer or underwriter and any applicable commissions or discounts
  with  respect  to  a  particular  offer  will  be  set  forth in an accompanying
  prospectus  supplement  or,  if  appropriate,  a post-effective amendment to the
  registration  statement  of  which  this  prospectus  is  a  part.
  
       We are bearing all of the fees and expenses relating to the registration of
  the  shares  of  common  stock. Any underwriting discounts, commissions or other
  fees  payable  to  broker-dealers  or  agents in connection with any sale of the
  shares  will  be  borne  by  the  selling  stockholders. In order to comply with
  certain  states'  securities laws, if applicable, the shares may be sold in such
  jurisdictions only through registered or licensed brokers or dealers. In certain
  states,  the  shares  may  not be sold unless the shares have been registered or
  qualified  for  sale  in such state, or unless an exemption from registration or
  qualification  is  available  and  is  obtained  and complied with. Sales of the
  shares  must  also  be  made  by the selling stockholders in compliance with all
  other applicable state securities laws and regulations.
  
       In  addition  to  any  shares sold hereunder, selling stockholders may sell
  shares  of  common stock in compliance with Rule 144. There is no assurance that
  the  selling  stockholders will sell all or a portion of the stock being offered
  hereby.
  
       The  selling stockholders may agree to indemnify any broker-dealer or agent
  that  participates in transactions involving sales of the shares against certain
  liabilities  in  connection  with  the  offering of the shares arising under the
  Securities Act.
  
       We  have notified the selling stockholders of the need to deliver a copy of
  this prospectus in connection with any sale of the shares.
  
                              DESCRIPTION OF SECURITIES
  
  CAPITAL  STRUCTURE
  
       Our  authorized capital consists of 100,000,000 shares of common stock, par
  value  $.001  per  share,  par  value  $.001 per share, and 10,000,000 shares of
  preferred  stock,  par  value  $.001 per share.  The selling securityholders are
  offering  common  stock  hereunder.  Subject  to  the  rights,  preferences, and
  designations  of  preferred  stockholders, common stockholders: (a) have general
  ratable rights to dividends from funds legally available therefore, when, as and
  if  declared by the board of directors; (b) are entitled to share ratably in all
  of  our  assets  available  for  distribution  to stockholders upon liquidation,
  dissolution  or  winding  up  of  our  affairs;  (c)  do  not  have  preemptive,
  subscription  or conversion rights, nor are there any redemption or sinking fund
  provisions applicable thereto; and (d) are entitled to one vote per share on all
  matters  on  which stockholders may vote at all shareholder meetings. The common
  stock  does  not  have cumulative voting rights, which means that the holders of
  more than fifty percent of the common stock voting for the election of directors
  can  elect  one  hundred  percent  of  our  directors  if  they choose to do so.
  
  
  DIVIDEND  POLICY
  
       Our  proposed operations are capital intensive and we need working capital.
  Therefore,  we  will  be  required  to  reinvest  any  future  earnings  in  our
  operations.  Our  board  of  directors has no present intention of declaring any
  cash  dividends,  as  we  expect  to  re-invest  all profits in the business for
  additional working capital for continuity and growth. The future declaration and
  payment  of  dividends  will  be  determined  by  our  board  of directors after
  considering  the  conditions  then  existing,  including our earnings, financial
  condition,  capital  requirements,  and  other  factors.
  
  
                                    LEGAL MATTERS
  
  Bush  Ross, P.A. will pass upon the validity of the common stock offered hereby.
  Bush  Ross,  P.A.  does  not  have  any  ownership  interest  in  us.
  
                                         14
  <PAGE>
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  We  are  subject to the informational reporting requirements of the Exchange Act
  and,  in  accordance therewith, file reports and other information with the SEC.
  The  following  documents filed by us with the SEC are incorporated by reference
  into,  and  made  a  part  of,  this  prospectus:
  
  -  The description of our common stock in our Registration Statement on Form S-1
  under  the  Securities  Act  (File  No. 000-15034), filed with the Commission on
  November  17,  1999, as amended by Amendment No. 1 to the Registration Statement
  on  Form  S-1/A,  filed  with  the  Commission  on February 29, 2000, as further
  amended  by  Amendment  No. 2 to the Registration Statement on Form S-1/A, filed
  with  the Commission on March 28, 2000, as further amended by Amendment No. 3 to
  the  Registration  Statement on Form S-1/A, filed with the Commission on May 22,
  2000,  as  further  amended  by Amendment No. 4 to the Registration Statement on
  Form S-1/A, filed with the Commission on June 8, 2000; and as further amended by
  Amendment  No.  5  to  the  Registration Statement on Form S-1/A, filed with the
  Commission on June 12, 2000;
  
  -  The Company's prospectus filed with the SEC on June 15, 2000 pursuant to Rule
  424(b) under the Securities Act;
  
  -  Our  10KSB for fiscal year ending June 30, 2004 filed with the SEC on October
  19, 2004, as amended; and
  
  -  All  other  reports  filed  by  us pursuant to Sections 13(a) or 15(d) of the
  Exchange  Act  since the end of the fiscal year covered by the document referred
  to in (a) above
  
  In  addition  to  the  foregoing,  all  documents subsequently filed by us under
  Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (before the filing of a
  post-effective  amendment to the registration statement of which this prospectus
  forms  a  part  that  indicates  that  all  securities  offered pursuant to this
  prospectus  have  been  issued or that deregisters all securities then remaining
  under this prospectus) shall be deemed to be incorporated by reference into, and
  to  be  a  part  of,  this prospectus from the date of filing of such documents.
  
  A  copy  of  all  materials  incorporated by reference into this prospectus (not
  including  exhibits  to  such  materials,  unless such exhibits are specifically
  incorporated  by  reference in this prospectus) will be furnished without charge
  to  any  participant  requesting  them.  Requests  should be made to Don Sproat,
  President  and  Chief Executive Officer, 5422 Carrier Drive, Suite 306, Orlando,
  Florida  32819.  You  can reach Mr. Sproat at (407) 354-1222.   Upon request, we
  will  also  furnish without charge a copy of our latest Information Statement to
  shareholders.
  
                                         15
  <PAGE>
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.  Incorporation  of  Documents  by Reference.
  
  The  Company  hereby  incorporates by reference into this Registration Statement
  the  following  documents  previously  filed  with  the  SEC:
  
  -  The description of our common stock in our Registration Statement on Form S-1
  under  the  Securities  Act  (File  No. 000-15034), filed with the Commission on
  November  17,  1999, as amended by Amendment No. 1 to the Registration Statement
  on  Form  S-1/A,  filed  with  the  Commission  on February 29, 2000, as further
  amended  by  Amendment  No. 2 to the Registration Statement on Form S-1/A, filed
  with  the Commission on March 28, 2000, as further amended by Amendment No. 3 to
  the  Registration  Statement on Form S-1/A, filed with the Commission on May 22,
  2000,  as  further  amended  by Amendment No. 4 to the Registration Statement on
  Form S-1/A, filed with the Commission on June 8, 2000; and as further amended by
  Amendment  No.  5  to  the  Registration Statement on Form S-1/A, filed with the
  Commission on June 12, 2000;
  
  -  The Company's prospectus filed with the SEC on June 15, 2000 pursuant to Rule
  424(b) under the Securities Act;
  
  -  Our  10KSB for fiscal year ending June 30, 2004 filed with the SEC on October
  19, 2004, as amended; and
  
  -  All  other  reports  filed  by  us pursuant to Sections 13(a) or 15(d) of the
  Exchange  Act  since the end of the fiscal year covered by the document referred
  to in (a) above
  
  
  ITEM  4.  Description  of  Securities.
  
  Not  applicable.
  
  ITEM  5.  Interests  of  Named  Experts  and  Counsel.
  
  Bush  Ross, P.A. will pass upon the validity of the common stock offered hereby.
  Bush  Ross,  P.A.  does  not  have  any  ownership  interest  in  us.
  
  
  ITEM  6.  Indemnification  of  Directors  and  Officers.
  
      Section  607.0850(1)  of  the  Florida  Business  Corporation  Act, or FBCA,
  permits  a Florida corporation to indemnify any person who may be a party to any
  third  party  proceeding  by  reason  of  the  fact that such person is or was a
  director,  officer,  employee  or  agent  of  the corporation, against liability
  incurred in connection with such proceeding (including any appeal thereof) if he
  acted  in  good  faith  and  in a manner he reasonably believed to be in, or not
  opposed  to,  the  best  interests  of the corporation, and, with respect to any
  criminal  action  or  proceeding, had no reasonable cause to believe his conduct
  was  unlawful.
  
       Section  607.0850(2) of the FBCA permits a Florida corporation to indemnify
  any person who may be a party to a derivative action if such person acted in any
  of  the  capacities  set  forth in the preceding paragraph, against expenses and
  amounts  paid  in  settlement  not  exceeding,  in  the judgment of the board of
  directors,  the  estimated  expenses of litigating the proceeding to conclusion,
  actually and reasonably incurred in connection with the defense or settlement of
  such  proceeding  (including  appeals), provided that the person acted under the
  standards  set  forth  in  the  preceding paragraph. However, no indemnification
  shall  be  made for any claim, issue or matter for which such person is found to
  be  liable  unless,  and  only  to  the  extent that, the court determines that,
  despite  the  adjudication of liability, but in view of all the circumstances of
  the  case,  such person is fairly and reasonably entitled to indemnification for
  such  expenses  which  the  court  deems  proper.
  
                                         16
  <PAGE>
  
       Section  607.0850(4)  of  the  FBCA  provides that any indemnification made
  under  the  above  provisions,  unless pursuant to a court determination, may be
  made  only  after  a determination that the person to be indemnified has met the
  standard  of  conduct  described  above.  This  determination is to be made by a
  majority vote of a quorum consisting of the disinterested directors of the board
  of  directors, by duly selected independent legal counsel, or by a majority vote
  of  the  disinterested shareholders. The board of directors also may designate a
  special  committee  of  disinterested  directors  to  make  this  determination.
  
       Section  607.0850(3),  however,  provides  that  a Florida corporation must
  indemnify  any  director, or officer, employee or agent of a corporation who has
  been  successful  in  the  defense  of  any  proceeding  referred to in Sections
  607.0850(1)  or  (2),  or  in the defense of any claim, issue or matter therein,
  against  expenses  actually  and  reasonably  incurred  by  him  in  connection
  therewith.
  
       Under  the  FBCA, expenses incurred by a director or officer in defending a
  civil  or  criminal  proceeding may be paid by the corporation in advance of the
  final disposition thereof upon receipt of an undertaking by or on behalf of such
  director  or  officer  to  repay such amount if it is ultimately determined that
  such  director  or  officer  is  not  entitled  to indemnification under Section
  607.0850.  Expenses  incurred  by other employees or agents in such a proceeding
  may  be  paid  in  advance  of  final  disposition  thereof  upon  such terms or
  conditions  that  the  board  of  directors  deems  appropriate.
  
       The  FBCA  further  provides  that  the  indemnification and advancement of
  payment  provisions  contained  therein  are  not  exclusive and it specifically
  empowers  a corporation to make any other further indemnification or advancement
  of  expenses  under  any bylaw, agreement, vote of shareholders or disinterested
  directors  or  otherwise, both for actions taken in an official capacity and for
  actions  taken  in  other  capacities  while  holding  an  office.  However,  a
  corporation  cannot  indemnify  or advance expenses if a judgment or other final
  adjudication  establishes  that  the  actions  of  the  director or officer were
  material  to  the  adjudicated  cause  of action and the director or officer (a)
  violated  criminal  law,  unless the director or officer had reasonable cause to
  believe his conduct was lawful or had no reasonable cause to believe his conduct
  was  unlawful,  (b) derived an improper personal benefit from a transaction, (c)
  was  or  is  a  director  in  a  circumstance  where the liability under Section
  607.0834 (relating to unlawful distributions) applies, or (d) engages in willful
  misconduct or conscious disregard for the best interests of the corporation in a
  proceeding  by or in right of the corporation to procure a judgment in its favor
  or  in  a  proceeding  by  or  in  right  of  a  shareholder.
  
       Our by-laws provide that we will, indemnify any current or former director,
  officer, employee or agent against any liability arising from any action or suit
  to  the  fullest  extent permitted by law. Advances against expenses may be made
  under  our  by-laws  and  any  other indemnification agreement into which we may
  enter  and  the  indemnity  coverage provided thereunder may include liabilities
  under the federal securities laws as well as in other contexts. Our by-laws also
  permit  us to purchase and maintain insurance on behalf of any current or former
  director,  officer,  employee or agent for any liability incurred by any of them
  in  connection  with,  or arising out of, their actions in their capacity as our
  director,  officer,  employee  or  agent,  whether  or  not  our  articles  of
  incorporation  or  bylaws permit such indemnification. We have not obtained such
  insurance,  but  we  intend  to  do  so.
  
       Reference  is  made to Article VIII of our by-laws filed previously  filed,
  and  incorporated  by  reference,  as  an  exhibit  to  the  Company's
  Registration  Statement  on  Form  S-1,  as  amended,  initially  filed  on
  November  17,  1999  ("Form  S-1").
  
  ITEM  7.  Exemption  from  Registration  Claimed.
  
  Not  Applicable
  
  ITEM  8.  Exhibits.
  
  EXHIBIT  NO.     DESCRIPTION
  -----------      --------------------------------------------------------------
  4.1              Telzuit  Medical  Equity  Compensation  Plan (filed herewith).
  5.1              Legal  Opinion  of  Bush  Ross,  P.A.  (filed  herewith).
  23.1             Consent  of  Bush  Ross,  P.A.  (filed  herewith).
  23.2             Consent  of  Independent  Registered Public Accounting Firm
                   (filed herewith).
  24.1             Power  of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein
                   by reference).
  
                                         17
  <PAGE>
  
  ITEM  9.  Undertakings.
  
  (a) The undersigned Registrant hereby undertakes:
  
  (1)  to  file,  during  any  period  in  which offers or sales are being made, a
  post-effective amendment to this Registration Statement;
  
       (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
            Securities Act of 1933;
       (ii) to  reflect  in  the  prospectus  any  facts  or  events arising after
            the  effective  date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or  in  the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement; and
       (iii) to  include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
  provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information  required  to  be  included  in  a  post-effective  amendment by the
  foregoing paragraphs is contained in periodic reports filed with or furnished to
  the  Securities and Exchange Commission by the Registrant pursuant to Section 13
  or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference  in  the  Registration  Statement.
  
  (2)  That, for the purpose of determining any liability under the Securities Act
  of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
  Registration  Statement  relating  to  the  securities  offered therein, and the
  offering  of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3)  To  remove  from registration by means of a post-effective amendment any of
  the  securities  being  registered which remain unsold at the termination of the
  offering.
  
  (b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
  determining  any  liability under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
  Securities  Exchange  Act  of  1934  that  is  incorporated  by reference in the
  Registration  Statement  shall  be  deemed  to  be  a new Registration Statement
  relating  to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
  of  1933  may be permitted to directors, officers and controlling persons of the
  Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
  has  been  advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  of  1933  and  is,  therefore,  unenforceable.  In  the  event  that a claim for
  indemnification  against  such  liabilities  (other  than  the  payment  by  the
  Registrant  of  expenses  incurred or paid by a director, officer or controlling
  person  of  the  Registrant  in  the  successful  defense of any action, suit or
  proceeding)  is  asserted  by  such  director,  officer or controlling person in
  connection  with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
  indemnification  by  it  is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                         18
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
  Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  city  of  Orlando,  state  of Florida, on this 22nd day of
  August,  2005.
  
                                     TELZUIT  MEDICAL  TECHNOLOGIES,  INC.
                                     By: /s/  DONALD  SPROAT
                                         -----------------------------------------
                                         Donald  Sproat
                                         President,  Chief  Executive  Officer
                                         and  Member  of  the  Board  of Directors
  
  
  Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
  Statement  has been signed by the following persons in the capacities and on the
  dates  indicated.
  
       SIGNATURE                       TITLE                           DATE
       ---------                       -----                           ----
  /s/  DONALD  SPROAT   President, Chief Executive Officer and   August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  Donald  Sproat        (Principal  Executive  Officer)
  
  /s/  JAMES P. TOLAN   Senior V. P. Business Development        August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  James  P.  Tolan
  
  /s/  MICHAEL VOSCH    Senior V. P. of Product Development      August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  Michael Vosch
  
                                         19
  <PAGE>
  
                                  POWER OF ATTORNEY
  
       Each  person  whose signature appears below constitutes and appoints Donald
  Sproat,  as attorney-in-fact, with the power of substitution, for him in any and
  all capacities, to sign any amendment to this Registration Statement and to file
  the  same,  with  exhibits  thereto and other documents in connection therewith,
  with  the Securities and Exchange Commission, granting to said attorney-in-fact,
  full  power  and  authority  to  do  and  perform  each  and every act and thing
  requisite  and  necessary  to  be  done in connection therewith, as fully to all
  intents  and  purposes  as  he might or could do in person, hereby ratifying and
  confirming  anything the said attorney-in-fact or his substitute or substitutes,
  may lawfully do or cause to be done by virtue hereof.
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  Registration  Statement  has  been  signed  by  the  following  persons  in  the
  capacities and on the dates indicated.
  
  Signatures              Title                                    Date
  ----------              -----                                    ----
  
  /s/ James P. Tolan
  ------------------
  James P. Tolan          Senior V. P. Business Development,
                          Director                                 August 22, 2005
  
  
  /s/ Michael Vosch
  ------------------
  Michael Vosch           Senior V. P. of Product Development,
                          Director                                 August 22, 2005
  
                                         20
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "forms-8telzuit.txt", "description": "TELZUIT MEDICAL TECHNOLOGIES, INC. FORM S-8 AUGUST 2005", "secsgml_size_bytes": 94407}]
metadata_filer: {"company-data": {"conformed-name": "Telzuit Medical Technologies, Inc.", "cik": "0001093837", "assigned-sic": "7389", "irs-number": "010656115", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128024", "film-number": "051063429"}, "business-address": {"street1": "2875 N.E. 191ST STREET", "street2": "PENTHOUSE 2", "city": "AVENTURA", "state": "FL", "zip": "33180", "phone": "305-692-3732"}, "mail-address": {"street1": "2875 N.E. 191ST STREET", "street2": "PENTHOUSE 2", "city": "AVENTURA", "state": "FL", "zip": "33180"}, "former-company": [{"former-conformed-name": "Taylor Madison Corp", "date-changed": "20040503"}, {"former-conformed-name": "NIMBUS GROUP  INC", "date-changed": "20011017"}, {"former-conformed-name": "TAKE TO AUCTION COM INC", "date-changed": "19990825"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  --------------------------------------------------------------------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  --------------------------------------------------------------------------------
  
                         Telzuit Medical Technologies, Inc.
               (Exact Name of Registrant as Specified in its Charter)
  
              FLORIDA                                     01-0656115
  (State  or  Other  Jurisdiction  of                 (I.R.S.  Employer
  Incorporation  or  Organization)                    Identification  No.)
  
                            5422 Carrier Drive, Suite 306
                               Orlando, Florida 32819
                                   (407) 354-1222
                      (Address of Principal Executive Offices)
  
             Telzuit Medical Technologies, Inc. Equity Compensation Plan
                                 (Full Title of Plan)
  
                                     Don Sproat
                            5422 Carrier Drive, Suite 306
                               Orlando, Florida 32819
                                   (407) 354-1222
                        (Name, Address, and Telephone Number,
                     Including Area Code, of Agent For Service)
  
                                Taylor Madison, Corp.
                             (Former name of Registrant)
  CALCULATION OF REGISTRATION FEE
  
                                                     PROPOSED MAXIMUM
                                                      OFFERING PRICE    PROPOSED MAXIMUM
      TITLE OF EACH CLASS             AMOUNT TO BE        PER           AGGREGATE OFFERING       AMOUNT OF
  OF SECURITIES TO BE REGISTERED       REGISTERED        SHARE(3)           PRICE(3)         REGISTRATION FEE
  ------------------------------      ------------    ---------------   ------------------   ----------------
  Common Stock,
  $0.001 par value (1), (2)            2,024,000       $   5.425          $ 10,980,200          $ 1,294.70
  ------------------------------      ------------    ---------------   ------------------   ----------------
  (1)  2,024,000  shares  of common stock to be registered are issuable, upon
  approval  of  the  Board of Directors of Telzuit Medical Technologies, Inc. (the
  "Board"),  under the Telzuit Medical Technologies, Inc. Equity Compensation Plan
  (the  "Plan").   The names of selling security holders are not known at the time
  of  filing  this  registration  statement.
  
       (2)  Pursuant  to  Rule  416(a)  under  the  Securities  Act  of 1933, this
  Registration  Statement shall cover such additional securities as may be offered
  or  issued  to  prevent dilution resulting from stock splits, stock dividends or
  similar  transactions.
  
       (3)  Estimated  pursuant  to  Rule 457(h) and 457(c) solely for purposes of
  calculating  the  registration fee based on the average of the high and low sale
  prices  of  the  common stock on August 18, 2005 as reported by The OTC Bulletin
  Board.  The  offering  price  has been adjusted for 1 for 31 reverse stock split
  effective  on  August  19,  2005.
  EXPLANATORY NOTE
  
  This  registration  statement  on Form S-8 of Telzuit Medical Technologies, Inc.
  (this  "Registration  Statement")  has  been  prepared  in  accordance  with the
  requirements  of  Form  S-8  under  the  Securities Act of 1933, as amended (the
  "Securities  Act"), to register up to 2,0240,000 shares of common stock issuable
  under  the  Telzuit  Medical  Technologies, Inc. Equity Compensation Plan, which
  includes  the  registration  for  reoffer  and  resale  of
  
  -       up  to  2,024,000 shares of our common stock that may be acquired in the
  future,  upon  approval  of  the  Board,  under  this  Registration Statement by
  participants  in  the  Plan  who are our "affiliates" as such term is defined in
  Rule  405  under  the  Securities  Act of 1933, which shares constitute "control
  securities"  as  such  term is defined in General Instruction C.1(a) of Form S-8
  under  the  Securities  Act.  All  such shares are calculated after the 1 for 31
  reverse  stock  split  effective  on  August  19,  2005.
  
  The  materials  that  follow  Part  I  and  precede Part II of this Registration
  Statement  constitute  a  reoffer  prospectus,  prepared  in accordance with the
  requirements  of Part I of Form S-3, in accordance with General Instruction C of
  Form  S-8.
  
                                       PART I
                              SECTION 10(A) PROSPECTUS
  
  The  documents  containing  the  information  specified  in  Part  I  of  this
  Registration  Statement  will  be  sent  or given to participants in the Plan as
  specified  by  Rule  428(b)(i)  under the Securities Act. Such documents are not
  required  to  be, and are not being, filed by Telzuit Medical Technologies, Inc.
  with  the Securities and Exchange Commission (the "SEC"), either as part of this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule  424  under the Securities Act. Such documents, together with the documents
  incorporated  by  reference  herein  pursuant  to  Item  3  of  Part  II of this
  Registration  Statement,  constitute a prospectus that meets the requirements of
  Section  10(a)  of  the  Securities  Act.
  
  Throughout this Registration Statement, the words "Telzuit Medical," "we," "us,"
  the  "Company,"  the  "Registrant,"  and  "our"  refer  to  Telzuit  Medical
  Technologies,  Inc.  and  its  consolidated  subsidiaries.
  --------------------------------------------------------------------------------
  REOFFER  PROSPECTUS
  2,024,000  Shares
  Telzuit  Medical  Technologies,  Inc.
  Common  Stock
  --------------------------------------------------------------------------------
  
  This  prospectus covers the reoffer and resale by the selling stockholders of up
  to 2,024,000 shares of our common stock that we have issued or that we may issue
  in  the  future to participants in the Telzuit Medical Technologies, Inc. Equity
  Compensation  Plan  (the  "Plan"),  including
  
  -       up  to  2,024,000  shares of our common stock that may be acquired, upon
  approval  of the Board, under this Registration Statement by participants in the
  Plan  who  are  our  "affiliates"  as such term is defined in Rule 405 under the
  Securities  Act  of  1933,  which shares constitute "control securities" as such
  term  is  defined in General Instruction C.1(a) of Form S-8 under the Securities
  Act.  All  such  shares  are  calculated  after the 1 for 31 reverse stock split
  effective  on  August  19,  2005.
  
  Our  common stock is traded under the symbol "TZMT" on The OTC Bulletin Board, a
  regulated provider of pricing and financial information for the over-the-counter
  (OTC)  securities  markets.
  
  The  shares may be offered by the selling stockholders from time to time through
  or  to brokers, in the over-the-counter market or otherwise at prices acceptable
  to  the  selling  stockholders.
  
  INVESTING  IN  OUR  COMMON  STOCK  INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 2.
  
  Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
  commission has approved or disapproved of these securities or determined if this
  prospectus  is  truthful  or  complete.  Any representation to the contrary is a
  criminal  offense.
  
                   The date of this prospectus is August 22, 2005.
  TABLE OF CONTENTS
                                                                             PAGE
                                                                             ----
  
  WHERE YOU CAN FIND MORE INFORMATION                                          1
  
  PROSPECTUS SUMMARY                                                           1
  
  RISK FACTORS                                                                 2
  
  FORWARD-LOOKING STATEMENTS                                                  10
  
  USE OF PROCEEDS                                                             11
  
  SELLING STOCKHOLDERS                                                        11
  
  PLAN OF DISTRIBUTIONAND DETERMINATION OF SELLING PRICE                      13
  
  DESCRIPTION OF SECURITIES                                                   14
  
  LEGAL MATTERS                                                               14
  
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                             15
  
  YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED  IN  OR INCORPORATED BY
  REFERENCE  INTO  THIS  DOCUMENT  OR  TO  WHICH WE HAVE REFERRED YOU. WE HAVE NOT
  AUTHORIZED  ANYONE  TO  PROVIDE  YOU  WITH  INFORMATION  THAT IS DIFFERENT. THIS
  DOCUMENT  MAY  ONLY  BE  USED  WHERE  IT  IS LEGAL TO SELL THESE SECURITIES. THE
  INFORMATION  IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.
  
  "Telzuit Medical" and the Telzuit Medical logo are our trademarks. Other service
  marks,  trademarks  and  trade  names  referred  to  in  this prospectus are the
  property  of  their  respective owners. As indicated in this prospectus, we have
  included  market  data  and  industry forecasts that were obtained from industry
  publications.
  WHERE YOU CAN FIND MORE INFORMATION
  
  We  are subject to the informational requirements of the Securities Exchange Act
  of  1934,  as amended (the "Exchange Act"), and under those requirements we file
  reports  and  other information with the Securities and Exchange Commission (the
  "SEC"). The SEC maintains a website on the Internet that contains reports, proxy
  and  information  statements  and  other  information  regarding  registrants,
  including  our company, that file electronically with the SEC. The SEC's website
  address  is  www.sec.gov. In addition, our filings with the SEC may be inspected
  and  copied  at the public reference facilities of the SEC located at Room 1024,
  Judiciary  Plaza, 450 Fifth Street, N.W., Washington, DC 20549; and at the SEC's
  regional  offices  at  Citicorp  Center,  500  West  Madison  Street, Room 1400,
  Chicago,  IL  60661,  and  at  233  Broadway,  New York, NY 10279. Copies of our
  filings  may  also  be  obtained upon request and payment of the appropriate fee
  from  the  Public  Reference  Section of the SEC located at Room 1024, Judiciary
  Plaza,  450  Fifth  Street,  N.W.,  Washington, DC 20549.  The public may obtain
  information on the operation of the SEC's public reference facilities by calling
  the  SEC  at  1-800-SEC-0330.
  
  You may also obtain a copy of any of our filings from us, at no cost, by writing
  or  telephoning  us  at:
  
  Don  Sproat,  President  and  Chief  Executive  Officer
  5422  Carrier  Drive,  Suite  306
  Orlando,  Florida  32819
  (407)  354-1222
  
                                 PROSPECTUS SUMMARY
  
  This  summary highlights key information contained elsewhere in, or incorporated
  by  reference  into,  this prospectus. It may not contain all of the information
  that  is  important  to  you.  You should read the entire  prospectus, including
  "Risk  Factors,"  our  consolidated  financial  statements and the related notes
  thereto  incorporated by reference into this  prospectus and the other documents
  incorporated  by  reference  into  this  prospectus  or to which this prospectus
  refers,  before  making  an  investment  decision. In this prospectus, the terms
  "Telzuit  Medical,"  "we," "our" and "us" refer to Telzuit Medical Technologies,
  Inc.  and  its  subsidiaries.  The  terms "fiscal year" and "FY" refer to the 52
  weeks  ended  on June 30 of the year referenced, while the terms "calendar year"
  and  "year"  refer  to  the  year  ended  December  31  of  the year referenced.
  
  OUR  COMPANY
  
  Telzuit  Medical  is  a  company  that  has  primarily  focused  on researching,
  developing  and marketing ambulatory medical devices which monitor, measure, and
  record  physiological  signals generated by the body.   Our initial product will
  be  our  "Bio-Patch  Wireless  Heart Monitor" ("Bio-Patch"), a 12-lead, wireless
  Holter  heart  monitor  which  measures,  records,  and  transmits physiological
  signals  associated  with  a  patient's cardiovascular system.  The Bio-Patch is
  attached  to  a  patient's chest and consists of twelve (12) electrodes that are
  imbedded  in a disposable bandage like strip.  The Bio-Patch captures electrical
  impulses  of  the  patient's  heart and transmits this information to a cellular
  telephone-like  device  that  the  patient  carries.  This device, which we have
  developed as the Independence Unit, measures and records the electrical activity
  of  the  patient's  heart.  Every  two  (2)  to  four  (4)  hours,  the recorded
  information  is  sent through cellular telephone towers, frame relay systems and
  switching  stations.  Ultimately,  the  recorded  heart  activity information is
  received  by  a  computer  or  other  device through which cellular or satellite
  communications  can  be  transmitted, and then evaluated by a physician.  We are
  developing  an  intranet  type  of  communication  network  through  which heart
  activity data is transmitted and believe it will be useful in implementing other
  wireless  monitoring  devices.   We  anticipate  that  we will start selling the
  devices  in  late  2005.
  
  OUR  EXECUTIVE  OFFICES
  
  We  are  a  Florida  corporation. Our principal executive offices are located at
  5422 Carrier Drive, Suite 306, Orlando, Florida 32819 , and our telephone number
  is  (407)  354-1222.  We  also  have  a  website located at www.telzuit.com. The
  information  that  appears  on  our  website  is  not  a  part  of,  and  is not
  incorporated  into,  this  prospectus.
  
                                          1
  RISK FACTORS
  
  An  investment  in  our  common  stock involves a high degree of risk. Presented
  below  are  all the risks that management deems material to an investment in our
  common  stock. You should carefully consider the risks described below, together
  with  the  other  information  contained  in  this  prospectus, before making an
  investment  decision. As a result of any of these risks our business, results of
  operations  or  financial  condition may be adversely affected, and you may lose
  all  or  part  of  your  investment  in  our  common  stock.
  
  RISKS  RELATING  TO  OUR  COMPANY
  
  WE  HAVE  A  LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR BUSINESS.
  
  During  the preceding twelve (12) months our operations have consisted primarily
  of  research  and development, establishment of a distribution system, and other
  organizational and startup activities relating to our yet to be introduced heart
  monitoring  products.  Our  limited operating history will make it difficult, if
  not impossible, to predict future operating results and to assess the likelihood
  of  our  business success in considering an investment in our company. Risks and
  issues  inherent in the establishment and expansion of a new business enterprise
  which we face include, among others, problems of entering new markets, marketing
  new  technologies,  hiring and training personnel, acquiring reliable facilities
  and  equipment,  and  implementing operational controls.  We are also subject to
  risks  and  or  levels  of risk that are often greater than those encountered by
  companies  with  established  operations  and relationships.  Due to our limited
  operations,  we may require significant capital from sources other than revenues
  from  operations.  Our management and employees will shoulder the burdens of the
  business  operations  and  a  workload  associated  with  company  growth  and
  capitalization  that  is disproportionately greater than that for an established
  business.  We  cannot  give  you any assurance that we will successfully address
  these  risks.  Our prospects must be considered speculative, which may limit our
  ability  to  encourage  further  investment  in  our  company.
  
  WE  HAVE  NO  REVENUES  TO DATE AND HAVE ACCUMULATED LOSSES SINCE OUR INCEPTION.
  OUR  CONTINUED  INABILITY  TO GENERATE REVENUES AND PROFITS COULD CAUSE US TO GO
  OUT  OF  BUSINESS.
  
  We  have no revenues to date and have accumulated losses since our inception. We
  have no commercial product sales or revenues to date, and do not anticipate that
  we  will  commence  commercial sales of our heart monitoring products until late
  2005  or  early 2006.  Once we commence marketing our heart monitoring products,
  we  project  that  we  will  not be cash flow positive based solely on projected
  sales  and  service  revenues  less  manufacturing,  general and administrative,
  marketing  expenses  and other operating costs for an indefinite period of time.
  We  anticipate  that  we will continue to incur substantial operating losses for
  the  foreseeable future, notwithstanding any anticipated revenues we may receive
  when  our  products  are initially introduced to markets, due to the significant
  costs  associated  with  the  development  and  marketing  of  our  products and
  services.
  
  WE  MAY  NOT BE ABLE TO IMPLEMENT OUR BUSINESS STRATEGIES WHICH COULD IMPAIR OUR
  ABILITY  TO  CONTINUE  OPERATIONS
  
   Implementation  of  our  business  strategies  will depend in large part on our
  ability  to  (i)  attract  a  significant  number of customers; (ii) effectively
  introduce  acceptable  products  and  services  to  our  customers; (iii) obtain
  adequate  financing  on  favorable  terms  to fund our business strategies; (iv)
  maintain  appropriate  procedures,  policies,  and systems; (v) hire, train, and
  retain  skilled  employees; (vi) continue to operate with increasing competition
  in the medical industry; (vii) establish, develop and maintain name recognition;
  and  (viii)  establish  and  maintain  beneficial relationships with third-party
  manufacturers and third party payors. Our inability to obtain or maintain any or
  all  these factors could impair our ability to implement our business strategies
  successfully,  which  could  have  material  adverse  affect  on  our results of
  operations  and  financial  condition.
  
  WE  MAY  BE  UNSUCCESSFUL  IN  MANAGING  OUR  GROWTH WHICH COULD PREVENT US FROM
  BECOMING  PROFITABLE
  
   While  it  may  not be realized, we are planning for significant growth for the
  foreseeable future. Our growth may place a significant strain on our management,
  financial,  and  operating  resources. Failure to manage this growth effectively
  could  have  a  material adverse affect on our financial condition or results of
  operations.  Part  of  our  business  strategy may be to acquire assets or other
  
                                          2
  companies  that  will complement our existing business. We are unable to predict
  whether  or  when any material transaction will be completed should negotiations
  commence.  If  we  proceed  with  any  such  transaction, we may not effectively
  integrate  the  acquired operations with our own operations. We may also seek to
  finance  any  such  acquisition  by  debt  financings  or  issuances  of  equity
  securities  and  such  financing  may not be available on acceptable terms or at
  all.
  
  IF WE ARE UNABLE TO RAISE ADDITIONAL WORKING CAPITAL, WE WILL BE UNABLE TO FULLY
  FUND  OUR  OPERATIONS AND TO OTHERWISE EXECUTE OUR BUSINESS PLAN, LEADING TO THE
  REDUCTION  OR  SUSPENSION  OF  OUR  OPERATIONS  AND  ULTIMATELY OUR GOING OUT OF
  BUSINESS.
  
  As  noted  in  the prior risk factor, we do not anticipate that we will commence
  commercial sales of our heart monitoring products until late 2005 or early 2006,
  and  further anticipate that after such introduction we will continue to be cash
  flow  negative  due to our costs exceeding our revenues for an indefinite period
  of  time.  We  believe  that  our  currently  available  working capital will be
  sufficient to continue our business for at least the next twelve months.  Should
  our  costs  and  expenses  prove  to be greater than we currently anticipate, or
  should  we  change  our  current business plan in a manner that will increase or
  accelerate our anticipated costs and expenses, such as through an acquisition of
  new products, the depletion of our working capital would be accelerated.  To the
  extent  it  becomes  necessary  to  raise  additional  cash in the future as our
  current  cash  and working capital resources are depleted, we will seek to raise
  it  through  the  public  or  private  sale  of  debt  or equity securities, the
  procurement  of advances on contracts or licenses, funding from joint-venture or
  strategic  partners, debt financing or short-term loans, or a combination of the
  foregoing.  We  may  also  seek  to satisfy indebtedness without any cash outlay
  through  the private issuance of debt or equity securities.  We currently do not
  have  any  binding  commitments for, or readily available sources of, additional
  financing.  We  cannot give you any assurance that we will be able to secure the
  additional  cash  or  working capital we may require to continue our operations.
  
  EVEN  IF  WE  ARE  ABLE  TO  RAISE ADDITIONAL FINANCING, WE MIGHT NOT BE ABLE TO
  OBTAIN IT ON TERMS THAT ARE NOT UNDULY EXPENSIVE OR BURDENSOME TO THE COMPANY OR
  DISADVANTAGEOUS  TO  OUR  EXISTING  SHAREHOLDERS.
  
  Even  if  we  are  able  to raise additional cash or working capital through the
  public or private sale of debt or equity securities, the procurement of advances
  on contracts or licenses, funding from joint-venture or strategic partners, debt
  financing  or  short-term loans, or the satisfaction of indebtedness without any
  cash outlay through the private issuance of debt or equity securities, the terms
  of  such  transactions  may  be unduly expensive or burdensome to the company or
  disadvantageous  to our existing shareholders.  For example, we may be forced to
  sell  or issue our securities at significant discounts to market, or pursuant to
  onerous  terms  and  conditions,  including the issuance of preferred stock with
  disadvantageous  dividend,  voting  or  veto,  board  membership,  conversion,
  redemption  or  liquidation  provisions;  the  issuance of convertible debt with
  disadvantageous interest rates and conversion features; the issuance of warrants
  with  cashless  exercise features; the issuance of securities with anti-dilution
  provisions;  and the grant of registration rights with significant penalties for
  the failure to quickly register.  If we raise debt financing, we may be required
  to  secure the financing with all of our business assets, which could be sold or
  retained  by the creditor should we default in our payment obligations.  We also
  might  be  required  to  sell  or  license  our  products  or technologies under
  disadvantageous  circumstances  we  would  not  otherwise  consider,  including
  granting  licenses  with  low  royalty  rates  and  exclusivity  provisions.
  
  OUR PRODUCTS ARE HIGHLY REGULATED. WE WILL NOT BE ABLE TO INTRODUCE OUR PRODUCTS
  TO  MARKET  IF  WE  CANNOT OBTAIN THE NECESSARY REGULATORY APPROVALS.  IF WE ARE
  UNABLE  TO  OBTAIN REGULATORY APPROVALS FOR OUR PRODUCTS IN SELECTED KEY MARKETS
  AT  ALL  OR  IN  A  TIMELY  MANNER,  WE  WILL  NOT BE ABLE TO GROW AS QUICKLY AS
  EXPECTED,  AND  THE LOSS OF ANTICIPATED REVENUES WILL ALSO REDUCE OUR ABILITY TO
  FULLY  FUND  OUR  OPERATIONS  AND  TO  OTHERWISE EXECUTE OUR BUSINESS PLAN.  OUR
  FAILURE  TO  RECEIVE  THE REGULATORY APPROVALS IN THE UNITED STATES WOULD LIKELY
  CAUSE  US  TO  GO  OUT  OF  BUSINESS.
  
  Our products will be medical devices that are subject to extensive regulation in
  the  U.S.  and  in  foreign  countries  where we plan to do business.  Unless an
  exemption  applies,  each medical device that we wish to market in the U.S. must
  first  receive  either 510(k) clearance or premarket approval from the U.S. Food
  and  Drug  Administration  (FDA).  Either  process can be lengthy and expensive.
  The  FDA's  510(k) clearance process, also known as "premarket notification," is
  the  process applicable to our current products.  It usually takes from three to
  twelve  months  from the date the application is submitted and filed by the FDA,
  but  may take significantly longer.  Although we have obtained 510(k) clearances
  
                                          3
  for  our current products, our clearances may be revoked by the FDA if safety or
  effectiveness problems develop with the devices.  The premarket approval process
  is  a  much more costly, lengthy and uncertain process.  It generally takes from
  one to three years from the date the application is submitted and filed with the
  FDA,  and  may take even longer.  Achieving premarket approval may take numerous
  clinical  trials  and  require the filing of numerous amendments over time.  The
  FDA  has  discretion at any time to request premarket approval applications from
  us  and  all  manufacturers  of similar devices.  If the FDA calls for premarket
  approval  applications,  we  will be required to submit and obtain approvals for
  such  devices  within  a  specified period of time determined by the FDA.  If we
  fail  to  do  so,  we  will not be allowed to continue marketing these products,
  which  could  cause  our  revenues  to  decline.  If  we  are  unable  to obtain
  additional clearances or approvals needed to market existing or new products, or
  obtain  such  clearances  or  approvals  in a timely fashion, it could adversely
  affect  our  revenues  and  profitability.
  
  Modification  to  our  marketed  devices  may  require  new 510(k) clearances or
  premarket  approvals  or  require  us  to cease marketing or recall the modified
  devices  until  such  clearances  or  approvals  are  obtained.
  
  Any  modification  to  an  FDA  cleared  medical device that could significantly
  affect  its  safety or effectiveness, or that would constitute a major change in
  its  intended  use,  requires  a  new FDA 510(k) clearance or possibly premarket
  approval.  The  FDA requires every manufacturer to make its own determination as
  to whether a modification requires a new 510(k) clearance or premarket approval,
  but  the FDA may review and disagree with any such decision by the manufacturer.
  In  the  future,  we  may  make  modifications  to  our products after they have
  received  FDA clearance or approval, and in appropriate circumstances, determine
  that  new  clearance  or approval is unnecessary.  The FDA may disagree with our
  decisions  not  to  seek  new clearance or approval and may require us to obtain
  510(k)  or  premarket  approval.  If  the  FDA  requires us to seek clearance or
  approval  for  any  modifications  to  a  previously  cleared product, we may be
  required  to  cease marketing or recall the modified device until it obtains the
  necessary  clearance  or  approval.  Under  these  circumstances, we may also be
  subject  to  significant  regulatory  fines  or  other  penalties.
  
  If  our  suppliers fail to comply with the FDA's Quality System regulations, our
  manufacturing  operations  could  be  delayed,  and  our  product  sales  and
  profitability  could  suffer.
  
  The  manufacturing processes for our products must comply with the FDA's Quality
  System  regulation,  which  covers  the methods and documentation of the design,
  testing,  production,  control,  quality assurance, labeling, packaging, storage
  and  shipping  of  our products.  The FDA enforces the Quality System regulation
  through  unannounced  inspections.  If  we  fail  a  Quality  System  regulation
  inspection or if our corrective action plan is not sufficient, the FDA may bring
  an  enforcement  action against us and our operations could be disrupted and our
  manufacturing  delayed.  If  we  fail  to  take  adequate  corrective  action in
  response  to  any  serious  compliance  issue  raised  by the FDA, it could face
  various  enforcement  actions,  which  could  include  a  shut-down  of  our
  manufacturing  operations and/or a recall of our products, which would cause our
  product  sales  and  profitability  to  suffer.
  
  Even  after  receiving FDA clearance or approval, our products may be subject to
  product  recalls,  which  may  harm  our  reputation.
  
  The  FDA  and  similar  governmental  authorities  in  other  countries have the
  authority to make a mandatory recall or order the removal from the market of our
  products  in  the  event  of  material  deficiencies  or  defects  in  design,
  manufacture,  or  labeling  of  the  device.  A government mandated or voluntary
  recall by us could occur as a result of component failures, manufacturing errors
  or  design  defects, including labeling defects.  Any recall of our products may
  divert  managerial  and  financial  resources  and  harm  our  business.
  
  OUR  BUSINESS IS SUBJECT TO RAPID SCIENTIFIC CHANGE, WHICH COULD HAVE A MATERIAL
  ADVERSE  AFFECT  ON  OUR  OPERATIONS.
  
  The  market  for  ambulatory  medical  products and services is characterized by
  rapid scientific developments, evolving industry standards and customer demands,
  and frequent new product introductions and enhancements. Our future success will
  depend  in  significant part on our ability to continually improve our offerings
  in  response to both evolving demands of the marketplace and competitive product
  offerings,  and  we  may  be  unsuccessful  in  doing  so.
  
                                          4
  BECAUSE WE ARE NOT DIVERSIFIED, WE ARE SUBJECT TO A GREATER RISK OF GOING OUT OF
  BUSINESS  SHOULD  OUR  SINGLE  PROPOSED  PRODUCT  LINE  FAIL.
  
  The  only  business  opportunities  we  are  presently  pursuing  are  the heart
  monitoring  or  ECG market and, later, using similar technology, the sleep apnea
  testing  market.  Unlike  many established companies that are diversified, we do
  not  presently  have  other  businesses, properties, investments or other income
  producing  assets  upon  which we could rely upon should our single product line
  fail,  thereby  increasing  the  risk  of  our  going  out  of  business.
  
  WE  SUBSTANTIALLY DEPEND UPON THIRD PARTIES FOR PAYMENT OF SERVICES, WHICH COULD
  HAVE  A  MATERIAL  ADVERSE  AFFECT  ON  OUR CASH FLOWS AND RESULTS OF OPERATIONS
  
  Many of our customers will rely upon third party reimbursements from third party
  payors  to cover all or a portion of the cost of our products.  As such, we rely
  on  the cooperation of numerous third party payers, including but not limited to
  Medicare,  Medicaid  and  various  insurance companies, in order to get paid for
  performing  services  on behalf of our clients. Wherever possible, the amount of
  such  third  party  payments  is  governed by contractual relationships in cases
  where  we  are  a participating provider for a specified insurance company or by
  established  government  reimbursement  rates  in cases where we are an approved
  provider  for  a  government program such as Medicare. However, we do not have a
  contractual relationship with many of the insurance companies with whom we deal,
  nor  are  we  necessarily able to become an approved provider for all government
  programs.  In  such  cases, we are deemed to be a non-participating provider and
  there is no contractual assurance that we are able to collect the amounts billed
  to  such  insurance  companies  or  government programs. Currently, we are not a
  participating  provider with the majority of the insurance companies we bill for
  our  services.  Until  such time as we become a participating provider with such
  insurance  companies, there can be no contractual assurance that we will be paid
  for the services we bill to such insurance companies, and such third parties may
  change  their reimbursement policies for non-participating providers in a manner
  that  may  have  a  material  adverse  affect  on  our  ash  flow  or results of
  operations.
  
  WE  INTEND  TO  RELY UPON LICENSEES, STRATEGIC PARTNERS OR THIRD PARTY MARKETING
  AND  DISTRIBUTION  PARTNERS  TO  PROVIDE A SIGNIFICANT PART OF OUR MARKETING AND
  SALES  FUNCTIONS.  SHOULD  THESE OUTSIDE PARTIES FAIL TO PERFORM AS EXPECTED, WE
  WILL NEED TO DEVELOP OR PROCURE OTHER MARKETING AND DISTRIBUTION CHANNELS, WHICH
  WOULD CAUSE DELAYS OR INTERRUPTIONS IN OUR PRODUCT SUPPLY AND RESULT IN THE LOSS
  OF  SIGNIFICANT  SALES  OR  CUSTOMERS.
  
  We  currently  have  no internal sales, marketing and distribution capabilities,
  and  will rely extensively on third-party licensees, strategic partners or third
  party  marketing  and  distribution  companies  to perform a significant part of
  those  functions.  As a consequence of that reliance, our ability to effectively
  market  and  distribute  our  products  will  be  dependent in large part on the
  strength  and  financial condition of others, the expertise and relationships of
  those third-parties with customers, and the interest of those parties in selling
  and  marketing  our  products.  Prospective  third-party  licensees,  strategic
  partners  and  marketing and distribution parties may also market and distribute
  the  products  of  other  companies.  If  our relationships with any third-party
  licensees,  strategic  partners  or  marketing and distribution partners were to
  terminate,  we would need to either develop alternative relationships or develop
  our  own  internal  sales and marketing forces to continue to sell our products.
  Even  if  we  are able to develop our internal sales, marketing and distribution
  capabilities,  these  efforts would require significant cash and other resources
  that  would  be  diverted  from other uses, if available at all, and could cause
  delays  or  interruptions in our product supply to customers, which could result
  in  the  loss  of  significant sales or customers.  We can give you no assurance
  that  we  will  be  successful  in  our  efforts  to engage licensees, strategic
  partners  or third party marketing and distribution companies to meet our sales,
  marketing  and  distribution  requirements.
  
  WE  INTEND  TO RELY UPON THE THIRD-PARTY FDA-APPROVED MANUFACTURERS OR SUPPLIERS
  TO  MANUFACTURE  OUR HEART MONITORING PRODUCTS.  SHOULD THESE MANUFACTURERS FAIL
  TO  PERFORM  AS EXPECTED, WE WILL NEED TO DEVELOP OR PROCURE OTHER MANUFACTURING
  SOURCES,  WHICH  WOULD  CAUSE  DELAYS OR INTERRUPTIONS IN OUR PRODUCT SUPPLY AND
  RESULT  IN  THE  LOSS  OF  SIGNIFICANT  SALES  AND  CUSTOMERS.
  
  We  currently  have  no  internal  manufacturing  capability,  and  will  rely
  extensively  on  FDA-approved  licensees,  strategic  partners  or  third  party
  contract  manufacturers  or  suppliers.  Should  we be forced to manufacture our
  products,  we  cannot  give you any assurance that we will be able to develop an
  internal  manufacturing  capability or procure third party suppliers.  Moreover,
  we cannot give you any assurance that any contract manufacturers or suppliers we
  procure  will be able to supply our product in a timely or cost effective manner
  or  in accordance with applicable regulatory requirements or our specifications.
  
                                          5
  WE  ARE  DEPENDENT  ON  KEY  PERSONNEL  AND  NEED  TO  HIRE ADDITIONAL QUALIFIED
  PERSONNEL.  WERE  WE  TO  LOSE  ONE  OR MORE OF THESE KEY EXECUTIVE OFFICERS, WE
  WOULD  BE  FORCED  TO  EXPEND  SIGNIFICANT  TIME  AND  MONEY IN THE PURSUIT OF A
  REPLACEMENT,  WHICH  WOULD  RESULT  IN BOTH A DELAY IN THE IMPLEMENTATION OF OUR
  BUSINESS  PLAN  AND  THE  DIVERSION  OF  WORKING  CAPITAL.
  
  Our success depends to a critical extent on the continued efforts of services of
  our  executive  management  team  comprised  of  Mr.  Donald  Sproat,  our Chief
  Executive  Officer  and  President,  James  Tolan,  our Senior Vice President of
  Business  Development,  and  Michael Vosch, our Senior Vice President of Product
  Development.  The loss of the services of any of our executive officers or other
  key  employees  could have a material adverse affect on the business, results of
  operations  and  our financial condition. Our future success also depends on our
  continuing  ability  to  attract  and  retain  highly  qualified  technical  and
  managerial  personnel.  We  do not carry key person life insurance on any of our
  senior  management  personnel.
  
  THE MARKET FOR OUR PRODUCTS AND SERVICES IS HIGHLY COMPETITIVE, WHICH COULD HAVE
  A  MATERIAL  ADVERSE AFFECT ON OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL
  CONDITION
  
  The market for  ambulatory medical devices is highly competitive and competition
  is  expected  to  continue  to  increase.  Many of our existing competitors have
  significantly  greater  financial, human, technical and marketing resources than
  we  do.  Our  competitors may develop products and services that are superior to
  ours or that achieve greater market acceptance than our offerings. We may not be
  able  to  compete successfully against current and future sources of competition
  and  competitive pressures faced by us may have a material adverse affect on our
  business, results of operations and financial condition.  The market for medical
  monitoring  products  is  characterized by rapidly changing technology, evolving
  industry standards, and price competition.  There are no substantial barriers to
  entry,  and  we  expect that competition will be intense and may increase.    We
  cannot  assure  you  that  we  will  be  able compete successfully with existing
  competitors  or  new  competitors.
  
  THE  STEPS  TAKEN  BY  US TO PROTECT OUR PROPRIETARY RIGHTS MAY NOT BE ADEQUATE,
  WHICH  COULD  HAVE  A  MATERIAL  ADVERSE  AFFECT  ON  OUR  BUSINESS,  RESULTS OF
  OPERATIONS  AND  FINANCIAL  CONDITION
  
  We  rely  on  a  combination of patent, patent pending, copyright, trademark and
  trade  secret  laws  to protect our intellectual properties.  We cannot give you
  any  assurance  that these measures will prove to be effective in protecting our
  intellectual  properties.  We  also  cannot  give  you  any  assurance  that our
  existing  patents will not be invalidated, that any patents that we currently or
  prospectively  apply  for  will  be  granted,  or that any of these patents will
  ultimately  provide  significant  commercial  benefits.  Further,  competing
  companies  may  circumvent  any  patents that we may hold by developing products
  which  closely emulate but do not infringe our patents.  While we intend to seek
  patent  protection for our products in selected foreign countries, those patents
  may  not  receive  the  same  degree  of  protection as they would in the United
  States.  We  can  give  you  no  assurance  that we will be able to successfully
  defend  our  patents and proprietary rights in any action we may file for patent
  infringement.  Similarly,  we  can  give  you  any assurance that we will not be
  required  to  defend  against  litigation  involving  the patents or proprietary
  rights  of  others, or that we will be able to obtain licenses for these rights.
  Legal  and  accounting  costs  relating  to  prosecuting  or  defending  patent
  infringement  litigation  may  be  substantial.  We  also  rely  on  proprietary
  designs,  technologies,  processes  and  know-how  not  eligible  for  patent
  protection.  We  cannot  give  you  any  assurance that our competitors will not
  independently  develop the same or superior designs, technologies, processes and
  know-how.  While  we  have  and  will  continue to enter into proprietary rights
  agreements  with our employees and third parties giving us proprietary rights to
  certain  technology developed by those employees or parties while engaged by our
  company, we can give you no assurance that courts of competent jurisdiction will
  enforce  those  agreements.
  
  CONTINGENT  CLAIMS  OF  OUR  FORMER CHIEF EXECUTIVE OFFICER AND OTHER AFFILIATES
  
  Focused  Strategies, Inc. v. Telzuit Technologies, LLC and Telzuit Technologies,
  --------------------------------------------------------------------------------
  Inc.  In November 2003, we removed Richard Krampe as our chief executive officer
  ----
  due  to  disagreements  over  compensation  issues.  Mr.  Krampe  is employed by
  Focused  Strategies,  Inc.  ("FSI"),  a  Florida  Corporation which is owned and
  controlled  by  his brother, Mark Krampe.  FSI entered into an agreement with us
  on  March  16,  2001  through  which  Mr.  Krampe  agreed to provide consulting,
  marketing  and other services.  We have paid FSI approximately $85,000 under the
  agreement and additional amounts of approximately $650,000 are claimed by FSI to
  be  owed  which  we have disputed.  We also recently cancelled 7,227,082 Class A
  Units  that,  in  our  opinion,  had  been  improperly  issued  to  FSI  for  no
  consideration.
  
                                          6
  In  response  to  this action, on December 23, 2003, FSI, MKCS, Inc., and Silent
  Services  Corporation  collectively  filed a petition for involuntary bankruptcy
  against  us  pursuant  to  Chapter  7 of the United States Bankruptcy Code.  All
  three  (3)  corporations  who  joined  in  filing  the  petition  are  owned and
  controlled  by Mark Krampe.  The three (3) corporations claimed that the Company
  collectively  owed  them  the sum of approximately $408,000 for various services
  performed and that we were not able to pay these debts in the ordinary course of
  our  business.  These  obligations  had  been  previously  disputed  by  us  and
  contributed  to  the  dismissal  of  Richard  Krampe  in November of 2003 as the
  Company's  Chief  Executive Officer and member of our Board of Directors.  After
  further  proceedings  were  held  before  the  bankruptcy  judge,  the court, on
  February  12,  2004, ruled that the involuntary petition was filed by the Krampe
  controlled  corporations  in  bad  faith.  The  court,  therefore, dismissed the
  action  against  us  but  retained jurisdiction to determine damages against the
  parties  that  were  responsible for filing the bankruptcy petition.  On June 1,
  2004,  the  court awarded us approximately $25,000 in damages against the Krampe
  controlled  corporations  which  represented  the  attorney's  fees and costs of
  approximately $20,000 we incurred in this litigation and also $5,000 in punitive
  damages  for  the  bad  faith  filing  of  the  petition.
  
  On  June  8,  2005,  Focused  Strategies, Inc. filed a Complaint for Damages and
  Declaratory Relief in the Circuit Court of the Ninth Judicial Circuit in and for
  Orange  County,  Florida,  entitled  Focused  Strategies,  Inc.  v.  Telzuit
  Technologies,  LLC and Telzuit Technologies, Inc., Case No. 48-2005-CA-004920-O.
  
  In  the  complaint,  Focused  Strategies,  Inc.  seeks  damages of $818,678 from
  Telzuit  Technologies,  LLC  for  alleged  violation  of an Engagement Agreement
  entered  into  on March 16, 2001. Telzuit Technologies, LLC is a Florida limited
  liability  company  which  owns a majority of the issued and outstanding capital
  stock  of  Telzuit  Medical.  In  addition,  Focused  Strategies,  Inc. requests
  declaratory  relief  seeking  (a) a determination as to the current ownership of
  Telzuit  Technologies,  LLC, (b) a determination as to the controlling ownership
  group  of  Telzuit Technologies, LLC, and (c) a determination as to the validity
  of  the  Share  Exchange,  dated May 6, 2005, between Telzuit Technologies, LLC,
  Taylor  Madison  Corp., et. al., providing for the transfer of all of the issued
  and  outstanding  capital stock of Telzuit Technologies, Inc. to Telzuit Medical
  Technologies, Inc., formerly Taylor Madison Corp., in exchange for capital stock
  of  Telzuit  Medical  Technologies,  Inc.,  formerly  Taylor  Madison.
  
  The  management  of  Telzuit  Technologies, LLC, Telzuit Technologies, Inc., and
  Telzuit  Medical Technologies, Inc., formerly Taylor Madison Corp., believe that
  Focused  Strategies, Inc.'s claims are not substantiated by the facts and intend
  to  defend their positions vigorously. Additionally, the law firm of Snyderburn,
  Rishoi  & Swann has been retained by the parties to represent their interests in
  the  lawsuit.  In  addition to asserting a number of defenses in response to the
  allegations  made  in  the complaint, the Telzuit entities intend to prepare and
  file  counter-claims  and  third  party claims against Focused Strategies, Inc.,
  Rick Krampe, the former Chief Executive Officer of Telzuit Technologies, LLC and
  other  possible  Krampe  affiliates.  These  claims  shall  seek,  in  part, the
  cancellation  of  certain  Class A Units of Membership Interests held by Focused
  Strategies,  Inc.  and  damages  of  an  undetermined  amount  against  Focused
  Strategies,  Inc.,  Mr.  Krampe  and  possible  other  Krampe affiliates for the
  misappropriation  and  waste  of  corporate  funds  and  securities.
  
  WE  MUST  ENHANCE OUR INTERNAL  NETWORK INFRASTRUCTURE TO MEET ADDITIONAL DEMAND
  
  Our  internal  network  infrastructure  will  be composed of a complex system of
  equipment and related monitoring services.  Although rare, service interruptions
  originating  within  internal  networks  may  occur in the future.  We will need
  substantial  financial,  operational,  and management resources to enhance these
  systems to handle a large number of users if we are to be successful.  We cannot
  be  certain  that  we  will be able to accomplish this on a timely basis or at a
  commercially  reasonable  cost.  If  we  fail to do so, our business, results of
  operations  and  financial condition could be materially and adversely affected.
  
                                          7
  OUR  OPERATIONS  AND  SERVICES  WILL  BE  VULNERABLE  TO  NATURAL  DISASTERS,
  TELECOMMUNICATION  FAILURES  AND  COMPUTER  SERVICE  FAILURES
  
  Our operations and services will be vulnerable to fire, earthquakes, power loss,
  telecommunications  failures,  computer  service  failures,  and similar events.
  Despite  precautions  taken  by  us,  a  natural disaster or other unanticipated
  problems  could  cause  interruptions  in  the services that we plan to provide.
  Accordingly,  any  disruption of our services due to system failure could have a
  material and adverse effect on our business, results of operations and financial
  condition.
  
  HEATH  CARE  REFORM
  
  As  a  result  of  the escalation of health care costs and the inability of many
  individuals  and  employers  to  obtain  affordable  heath  insurance,  numerous
  proposals have been or may be introduced in the United States Congress and state
  legislatures.  Further,  other proposals are being considered relating to health
  care  reform.  Such  proposals  have  included, among other things, provision of
  universal  access  to  heath  care, reforming the payment methodology for health
  care  goods  and services by both the public (Medicare and Medicaid) and private
  sectors,  and methods to control or reduce public and private spending on health
  care.  The  ultimate  timing  or  effect  such  reforms may have on us cannot be
  predicted  and  no  assurance can be given that any such reforms will not have a
  material  adverse  effect  on  our  revenues  and/or  earnings.  Short-term cost
  containment  initiatives  may  vary substantially from long-term reforms and may
  impact  us  in  different  ways.
  
  RISKS  RELATING  TO  AN  INVESTMENT  IN  OUR  SECURITIES
  
  OUR  COMMON  SHARES ARE SPORADICALLY OR "THINLY" TRADED, SO YOU MAY BE UNABLE TO
  SELL  AT  OR  NEAR ASK PRICES OR AT ALL IF YOU NEED TO SELL YOUR SHARES TO RAISE
  MONEY  OR  OTHERWISE  DESIRE  TO  LIQUIDATE  YOUR  SHARES
  
  Our  common  shares  have  historically  been  sporadically  or "thinly" traded,
  meaning that the number of persons interested in purchasing our common shares at
  or  near  ask  prices at any given time may be relatively small or non-existent.
  This  situation  is attributable to a number of factors, including the fact that
  we  are  a  small  company  which is relatively unknown to stock analysts, stock
  brokers,  institutional  investors  and  others in the investment community that
  generate or influence sales volume, and that even if we came to the attention of
  such  persons,  they  tend to be risk-averse and would be reluctant to follow an
  unproven  company  with limited operations such as ours or purchase or recommend
  the  purchase  of  our  shares  until  such  time as we became more seasoned and
  viable.  As  a  consequence,  there  may be periods of several days or more when
  trading  activity  in  our  shares  is minimal or non-existent, as compared to a
  seasoned  issuer  which  has  a large and steady volume of trading activity that
  will  generally  support  continuous sales without a material reduction in share
  price.  We  cannot  give  you any assurance that a broader or more active public
  trading  market  for  our  common  shares  will develop or be sustained, or that
  current  trading levels will be sustained.  Due to these conditions, we can give
  you no assurance that you will be able to sell your shares at or near ask prices
  or  at  all  if  you  need  money  or otherwise desire to liquidate your shares.
  
  THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS
  AS  A  RELATIVELY  UNKNOWN  COMPANY WITH A SMALL AND THINLY-TRADED PUBLIC FLOAT,
  LIMITED  OPERATING HISTORY AND LACK OF REVENUES OR PROFITS TO DATE FOR OUR NEWLY
  INTRODUCED  PRODUCTS,  WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE.
  THE  PRICE  AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE
  PRICE  THAT  WILL PREVAIL IN THE TRADING MARKET.  YOU MAY BE UNABLE TO SELL YOUR
  COMMON  SHARES  AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL
  LOSSES  TO  YOU.  THE  VOLATILITY  IN  OUR  COMMON SHARE PRICE MAY SUBJECT US TO
  SECURITIES  LITIGATION.
  
  The  market  for  our  common  shares  is  characterized  by  significant  price
  volatility when compared to seasoned issuers, and we expect that our share price
  will  continue  to  be  more  volatile than a seasoned issuer for the indefinite
  future.  The  volatility  in  our  share  price  is  attributable to a number of
  factors.  First, we have relatively few common shares outstanding in the "public
  float"  since most of our shares are held by a small number of shareholders.  In
  addition,  as  noted above, our common shares are sporadically or thinly traded.
  As  a  consequence  of  this  lack of liquidity, the trading of relatively small
  quantities  of  shares  by our shareholders may disproportionately influence the
  price  of those shares in either direction.  The price for our shares could, for
  example,  decline  precipitously  in the event that a large number of our common
  shares  are  sold  on  the  market without commensurate demand, as compared to a
  seasoned  issuer  which  could  better  absorb  those  sales  without a material
  reduction  in share price.  Secondly, we are a speculative or "risky" investment
  due  to  our  limited operating history and lack of revenues or profits to date,
  and  uncertainty of future market acceptance for our products.  As a consequence
  of this enhanced risk, more risk-adverse investors may, under the fear of losing
  all  or  most  of  their  investment  in  the  event of negative news or lack of
  progress,  be  more inclined to sell their shares on the market more quickly and
  at greater discounts than would be the case with the stock of a seasoned issuer.
  
                                          8
  Additionally,  in  the  past,  plaintiffs  have often initiated securities class
  action  litigation  against  a  company  following  periods of volatility in the
  market  price  of  its securities. We may in the future be the target of similar
  litigation.  Securities  litigation  could  result  in  substantial  costs  and
  liabilities and could divert management's attention and resources. The following
  factors  may  add to the volatility in the price of our common shares: actual or
  anticipated variations in our quarterly or annual operating results; development
  of  a  distribution  system;  development  of  a  successful  marketing program;
  acceptance  of  our  products  and  services  as  viable security and technology
  solutions;  government  regulations  and approvals; our capital commitments; and
  additions  or  departures of our key personnel. Many of these factors are beyond
  our  control  and may decrease the market price of our common shares, regardless
  of  our  operating performance. We cannot make any predictions or projections as
  to  what  the prevailing market price for our common shares will be at any time,
  including  as  to  whether  our  common shares will sustain their current market
  prices,  or  as  to  what  effect that the sale of shares or the availability of
  common shares for sale at any time will have on the prevailing market price.
  
  SINCE  A  SINGLE  SHAREHOLDER  CURRENTLY  BENEFICIALLY  OWNS THE MAJORITY OF OUR
  OUTSTANDING  COMMON  SHARES,  THAT SINGLE SHAREHOLDER WILL RETAIN THE ABILITY TO
  CONTROL  OUR  MANAGEMENT  AND  THE  OUTCOME  OF  CORPORATE  ACTIONS  REQUIRING
  SHAREHOLDER  APPROVAL  NOTWITHSTANDING  THE  OVERALL  OPPOSITION  OF  OUR  OTHER
  SHAREHOLDERS.  THIS  CONCENTRATION  OF  OWNERSHIP  COULD DISCOURAGE OR PREVENT A
  POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT OTHERWISE RESULT IN YOU RECEIVING A
  PREMIUM  OVER  THE  MARKET  PRICE  FOR  YOUR  COMMON  SHARES.
  
  Telzuit  Technologies, LLC owns a majority of our outstanding common shares.  As
  a consequence of its controlling stock ownership position, Telzuit Technologies,
  LLC  retains  the  ability  to  elect a majority of our board of directors or to
  remove any director, and thereby controls our management.  Telzuit Technologies,
  LLC  also  has the ability to control the outcome of corporate actions requiring
  shareholder  approval, including mergers and other changes of corporate control,
  going  private  transactions,  and  other  extraordinary  transactions.  Telzuit
  Technologies,  LLC  actively  evaluates  potential modifications to our board of
  directors  and  management,  and  could  make  such  modifications-or  wholesale
  changes-at  any  time  if  deemed  to  be  in  the  company's  best  interest.
  
  THE  SALE  OF  A  LARGE AMOUNT OF  COMMON SHARES HELD BY OUR SHAREHOLDERS OR OUR
  EXECUTIVE  OFFICERS OR DIRECTORS, OR THE PERCEPTION THAT SUCH SALES COULD OCCUR,
  COULD  SUBSTANTIALLY  DEPRESS  THE  PREVAILING  MARKET  PRICES  FOR  OUR SHARES.
  
  Our  majority  shareholder and certain other shareholders, Telzuit Technologies,
  LLC  currently  does  not have the ability to sell common shares under Rule 144.
  As  a  consequence,  we anticipate registering, pursuant to an SB-2 Registration
  Statement,  26,492,676  common  shares  held  by  Telzuit  Technologies, LLC for
  resale  to  provide it with a mechanism to sell such shares on the public market
  in  the  future  should  it  decide  to  do  so.  In  addition,  we  anticipate
  registering,  pursuant  to  an SB-2 Registration Statement, (a) 8,023,507 common
  shares  issuable  by  the  company with respect to the prospective conversion of
  4,814,104  shares  of Series A Convertible Preferred Stock, (b) 9,297,371 common
  shares  issuable  by  the  company  with  respect to the prospective exercise of
  9,297,371  common  share  purchase  warrants;  and  (c)  1,321,562 common shares
  issuable  by  the  company with respect to the prospective exercise of 1,321,562
  common share purchase warrants.   All such shares are calculated after the 1 for
  31  reverse  stock  split  effective  on  August  19,  2005.
  
  A  LARGE  NUMBER OF COMMON SHARES ARE ISSUABLE UPON CONVERSION OF OUR SERIES 'A'
  PREFERRED SHARES OR THE EXERCISE OF OUTSTANDING COMMON SHARE PURCHASE OPTIONS OR
  WARRANTS.  THE  CONVERSION  OR  EXERCISE OF THESE SECURITIES COULD RESULT IN THE
  SUBSTANTIAL DILUTION OF YOUR INVESTMENT IN TERMS OF YOUR PERCENTAGE OWNERSHIP IN
  THE  COMPANY  AS  WELL  AS  THE BOOK VALUE OF YOUR COMMON SHARES.  THE SALE OF A
  LARGE  AMOUNT OF COMMON SHARES RECEIVED UPON THE CONVERSION OR EXERCISE OF THESE
  SECURITIES  ON  THE  PUBLIC  MARKET  TO  FINANCE  THE  EXERCISE  PRICE OR TO PAY
  ASSOCIATED  INCOME  TAXES,  OR THE PERCEPTION THAT SUCH SALES COULD OCCUR, COULD
  SUBSTANTIALLY  DEPRESS  THE  PREVAILING  MARKET  PRICES  FOR  OUR  SHARES.
  
  Effective  as  of August 19, 2005, Telzuit Technologies, LLC converted 2,207,723
  shares  of  Series  B Preferred Stock to 26,492,676 common shares.  In addition,
  there  are currently outstanding as of August 19, 2005, (a) 4,814,104 series 'A'
  preferred  shares  each  convertible into common share at the conversion rate of
  $.60  per  share,  (b)  common share purchase options and warrants entitling the
  holders to purchase 1,321,562 common shares at an average exercise price of $.60
  per  share,  including  a  number  granted to directors, officers, employees and
  
                                          9
  consultants,  and  (c)  common share purchase options and warrants entitling the
  holders to purchase 9,297,371 common shares at an average exercise price of $.80
  per  share,  including  a  number  granted to directors, officers, employees and
  consultants.  All  such  shares  are calculated after the 1 for 31 reverse stock
  split  effective on August 19, 2005.  In the event of the conversion or exercise
  of these securities, you could suffer substantial dilution of your investment in
  terms  of  your percentage ownership in the company as well as the book value of
  your  common  shares.  In  addition,  the  holders  of the common share purchase
  options  or  warrants  may  sell  common shares in tandem with their exercise of
  those  options  or  warrants  to finance that exercise, or may resell the shares
  purchased in order to cover any income tax liabilities that may arise from their
  conversion  or  exercise  of  these  securities.
  
  NO  FORESEEABLE  DIVIDENDS
  
  We  do  not  anticipate paying dividends on our common shares in the foreseeable
  future.  Rather,  we  plan  to  retain  earnings,  if any, for the operation and
  expansion  of  our  business.
  
  OUR  ISSUANCE  OF  ADDITIONAL  COMMON  SHARES OR PREFERRED SHARES, OR OPTIONS OR
  WARRANTS TO PURCHASE THOSE SHARES, WOULD DILUTE YOUR PROPORTIONATE OWNERSHIP AND
  VOTING  RIGHTS.  OUR  ISSUANCE  OF  ADDITIONAL  PREFERRED  SHARES, OR OPTIONS OR
  WARRANTS  TO  PURCHASE  THOSE  SHARES, COULD NEGATIVELY IMPACT THE VALUE OF YOUR
  INVESTMENT  IN  OUR COMMON SHARES AS THE RESULT OF PREFERENTIAL VOTING RIGHTS OR
  VETO  POWERS,  DIVIDEND  RIGHTS, DISPROPORTIONATE RIGHTS TO APPOINT DIRECTORS TO
  OUR  BOARD,  CONVERSION  RIGHTS,  REDEMPTION  RIGHTS  AND LIQUIDATION PROVISIONS
  GRANTED  TO THE PREFERRED SHAREHOLDERS, INCLUDING THE GRANT OF RIGHTS THAT COULD
  DISCOURAGE  OR PREVENT THE DISTRIBUTION OF DIVIDENDS TO YOU, OR PREVENT THE SALE
  OF OUR ASSETS OR A POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT OTHERWISE RESULT
  IN  YOU  RECEIVING  A  DISTRIBUTION  OR A PREMIUM OVER THE MARKET PRICE FOR YOUR
  COMMON  SHARES.
  
  We  are  entitled  under  our  certificate  of  incorporation  to  issue  up  to
  100,000,000  common  and  10,000,000 "blank check" preferred shares.   Our board
  may generally issue those common and preferred shares, or options or warrants to
  purchase  those  shares, without further approval by our shareholders based upon
  such  factors  as  our  board of  directors may deem relevant at that time.  Any
  preferred  shares  we may issues shall have such rights, preferences, privileges
  and  restrictions as may be designated from time-to-time by our board, including
  preferential  dividend  rights,  voting  rights,  conversion  rights, redemption
  rights  and  liquidation  provisions.  It  is likely that we will be required to
  issue  a  large  amount of additional securities to raise capital to further our
  development  and marketing plans.  It is also likely that we will be required to
  issue  a large amount of additional securities to directors, officers, employees
  and  consultants  as compensatory grants in connection with their services, both
  in  the  form of stand-alone grants or under our various stock plans.  We cannot
  give  you  any  assurance  that we will not issue additional common or preferred
  shares,  or options or warrants to purchase those shares, under circumstances we
  may  deem  appropriate  at  the  time.
  
  THE  ELIMINATION  OF  MONETARY  LIABILITY  AGAINST  OUR  DIRECTORS, OFFICERS AND
  EMPLOYEES  UNDER  OUR  CERTIFICATE  OF  INCORPORATION  AND  THE  EXISTENCE  OF
  INDEMNIFICATION  RIGHTS  TO  OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN
  SUBSTANTIAL  EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR
  DIRECTORS,  OFFICERS  AND  EMPLOYEES.
  
  Our  certificate  of  incorporation  contains  provisions  which  eliminate  the
  liability  of our directors for monetary damages to our company and shareholders
  to  the  maximum  extent permitted under Florida corporate law.  Our bylaws also
  require us to indemnify our directors to the maximum extent permitted by Florida
  corporate  law.  We  may also have contractual indemnification obligations under
  our  agreements  with  our  directors,  officers  and  employees.  The foregoing
  indemnification  obligations  could  result in our company incurring substantial
  expenditures to cover the cost of settlement or damage awards against directors,
  officers  and employees, which we may be unable to recoup.  These provisions and
  resultant  costs may also discourage our company from bringing a lawsuit against
  directors,  officers  and  employees for breaches of their fiduciary duties, and
  may similarly discourage the filing of derivative litigation by our shareholders
  against  our  directors,  officers  and  employees  even though such actions, if
  successful,  might  otherwise  benefit  our  company  and  shareholders.
  
                             FORWARD-LOOKING STATEMENTS
  
  In  this  prospectus  we  make  a  number  of  statements,  referred  to  as
  "forward-looking  statements",  which are intended to convey our expectations or
  predictions  regarding the occurrence of possible future events or the existence
  of  trends  and  factors that may impact our future plans and operating results.
  
                                         10
  These  forward-looking statements are derived, in part, from various assumptions
  and  analyses  we  have  made  in  the  context of our current business plan and
  information  currently  available  to  us  and  in  light  of our experience and
  perceptions  of  historical  trends,  current  conditions  and  expected  future
  developments  and  other  factors  we  believe  to  be  appropriate  in  the
  circumstances.  You  can  generally  identify forward-looking statements through
  words and phrases such as "seek", "anticipate", "believe", "estimate", "expect",
  "intend",  "plan",  "budget",  "project",  "may be", "may continue", "may likely
  result",  and  similar  expressions.  When reading any forward looking statement
  you  should  remain  mindful  that  actual  results  or  developments  may  vary
  substantially  from  those expected as expressed in or implied by that statement
  for  a  number  of  reasons  or  factors,  such  as  those  relating  to:
  
  -  the  success of our research and development activities, the development of a
  viable  commercial  production  model,  and  the  speed  with  which  regulatory
  authorizations  and  product  launches  may  be  achieved;
  
  -  whether  or not a market for our products develops and, if a market develops,
  the  pace  at  which  it  develops;
  
  -  our  ability  to  successfully  sell  our  products  if  a  market  develops;
  
  -  our  ability  to  attract  the  qualified  personnel  to implement our growth
  strategies;
  
  -  our  ability  to  develop  sales,  marketing  and  distribution capabilities;
  
  -  our  ability to obtain reimbursement from third party payers for the products
  that  we  sell;
  
  -  the  accuracy  of  our  estimates  and  projections;
  
  -  our  ability  to  fund  our  short-term  and  long-term  financing  needs;
  
  -  changes  in  our  business  plan  and  corporate  strategies;  and
  
  -  other  risks and uncertainties discussed in greater detail in the sections of
  this  prospectus,  including  those  captioned  "Risk  Factors"  and  "Plan  of
  Operation".
  
  Each  forward-looking  statement  should  be  read  in context with, and with an
  understanding  of,  the various other disclosures concerning our company and our
  business made elsewhere in this prospectus as well as other public reports filed
  with  the  United  States  Securities  and Exchange Commission (the "SEC").  You
  should not place undue reliance on any forward-looking statement as a prediction
  of actual results or developments.  We are not obligated to update or revise any
  forward-looking  statement contained in this prospectus to reflect new events or
  circumstances  unless  and  to  the  extent  required  by  applicable  law.
  
                                   USE OF PROCEEDS
  
  We  will not receive any of the proceeds from the sale of shares covered by this
  reoffer  prospectus.  The  selling  stockholders  will  pay  any  underwriting
  discounts,  commissions  and  expenses for brokerage, or any other expenses they
  incur  in  disposing  of  the  shares.  We  will  bear all other costs, fees and
  expenses  incurred  in  effecting the registration of the shares covered by this
  reoffer  prospectus.
  
                                SELLING STOCKHOLDERS
  
  2,024,000 shares of common stock to be registered are issuable under the Telzuit
  Medical  Equity  Compensation  Plan  (the  "Plan").  The  names  of  the selling
  security  holders  are  not  known  at  the  time  of  filing  this registration
  statement.  Up  to 2,024,000 shares of our common stock that we may issue in the
  future  to  participants in the Plan are being registered under the registration
  statement  of  which  this prospectus is a part.  All such shares are calculated
  after the 1 for 31 reverse stock split effective on August 19, 2005.  Offers and
  
                                         11
  sales  by  selling  stockholders  of  any  such  shares  issued in the future to
  participants  in  the  Plan who are our "affiliates" (as such term is defined in
  Rule  405  under  the  Securities Act) are also covered by this prospectus.  The
  selling  stockholders  are our current and future officers, directors, employees
  and  consultants  will  receive in the future receive shares of our common stock
  under  the  Plan.  The  selling stockholders may from time to time resell all, a
  portion,  or  none of the shares of our common stock covered by this prospectus.
  The  number  of additional shares to be issued under the Plan in the future, the
  identity  of  the  recipients of such additional shares and the determination of
  whether  any  such  recipient  is  an  affiliate of ours are subject a number of
  factors  that  are  not  yet  determinable.
  
                                         12
  PLAN OF DISTRIBUTION AND DETERMINATION OF OFFERING PRICE
  
  The shares of common stock covered by this prospectus are being registered by us
  for  the  account  of  the  selling  stockholders.
  
  The  shares  of common stock offered by this prospectus may be sold from time to
  time  directly  by  or  on  behalf  of  the  selling stockholders in one or more
  transactions  on  any  stock exchange on which the common stock may be listed at
  the  time  of  sale,  in  the  over-the-counter  market, in privately negotiated
  transactions,  or  through  a  combination  of  these  methods.  The  selling
  stockholders  may  sell shares through one or more agents, brokers or dealers or
  directly to purchasers. These brokers or dealers may receive compensation in the
  form  of  commissions,  discounts  or  concessions from the selling stockholders
  and/or purchasers of the shares, or both. Compensation as to a particular broker
  or  dealer  may  be in excess of customary commissions. The selling stockholders
  will  act  independently  of  us in making decisions with respect to the timing,
  manner  and  size  of  each  sale  or  non-sale  related  transfer. If a selling
  stockholder  is  an employee, officer or director of the Company, he or she will
  be  subject  to the Company's policies concerning trading and other transactions
  in  the  Company's  securities.
  
  The  shares  of  common  stock  may be sold in one or more transactions at fixed
  prices,  at  prevailing  market prices at the time of sale, at prices related to
  the  prevailing  market prices, at varying prices determined at the time of sale
  or  at  negotiated  prices.  These  sales  may  be  effected  in  one  or  more
  transactions,  which  may  involve  crosses  or  block  transactions, including:
  
  -  on  any stock exchange on which the common stock may be listed at the time of
  sale
  -  in the over-the-counter market;
  -  in  transactions  otherwise  than  on  an exchange or in the over-the-counter
  market;
  -  through  the  writing  of  options  (including  the  issuance  by the selling
  stockholders  of  derivative  securities),  whether  the  options or these other
  derivative securities are listed on an options or other exchange or otherwise;
  -  through the settlement of short sales; or
  -  any  combination  of  the  foregoing.
  
  In  connection  with the sale of shares, the selling stockholders may enter into
  hedging  transactions with broker-dealers or other financial institutions, which
  may  in  turn  engage  in short sales of the shares in the course of hedging the
  positions  they  assume. The selling stockholders may also sell the shares short
  and  deliver  these  shares  to close out short positions, or loan or pledge the
  shares  to  broker-dealers or other financial institutions that in turn may sell
  these  shares.  The  selling  stockholders  may  also enter into option or other
  transactions  with  broker-dealers  or other financial institutions that require
  the  delivery to the broker-dealer or other financial institution of the shares,
  which  the  broker-dealer  or other financial institution may resell pursuant to
  this  prospectus,  or  enter  into  transactions  in which a broker-dealer makes
  purchases  as  a principal for resale for its own account or through other types
  of  transactions.
  
  In  connection  with  their  sales,  a selling stockholder and any participating
  broker  or  dealer  may be deemed to be "underwriters" within the meaning of the
  Securities Act, and any commissions they receive and the proceeds of any sale of
  shares  may  be  deemed  to  be  underwriting discounts or commissions under the
  Securities  Act.  A  selling  stockholder  who  is deemed to be an "underwriter"
  within the meaning of Section 2(11) of the Securities Act will be subject to the
  prospectus delivery requirements of the Securities Act. The selling stockholders
  and  any  other  person  participating  in  such distribution will be subject to
  applicable  provisions  of  the  Exchange  Act  and  the  rules  and regulations
  thereunder,  including, without limitation, Regulation M. Regulation M may limit
  the  timing  of purchases and sales of shares of our common stock by the selling
  stockholders and any other person. Furthermore, Regulation M may restrict, for a
  period  of  up  to  five  business  days  prior  to  the  commencement  of  the
  distribution,  the  ability of any person engaged in a distribution of shares of
  our  common  stock  to  engage in market-making activities with respect to these
  shares.  All  of  the  foregoing  may  affect the marketability of shares of our
  common  stock and the ability of any person or entity to engage in market-making
  activities  with  respect  to  shares  of  our  common  stock.
  
                                         13
  To  the extent required, the shares to be sold, the names of the persons selling
  the shares, the respective purchase prices and public offering prices, the names
  of  any agent, dealer or underwriter and any applicable commissions or discounts
  with  respect  to  a  particular  offer  will  be  set  forth in an accompanying
  prospectus  supplement  or,  if  appropriate,  a post-effective amendment to the
  registration  statement  of  which  this  prospectus  is  a  part.
  
       We are bearing all of the fees and expenses relating to the registration of
  the  shares  of  common  stock. Any underwriting discounts, commissions or other
  fees  payable  to  broker-dealers  or  agents in connection with any sale of the
  shares  will  be  borne  by  the  selling  stockholders. In order to comply with
  certain  states'  securities laws, if applicable, the shares may be sold in such
  jurisdictions only through registered or licensed brokers or dealers. In certain
  states,  the  shares  may  not be sold unless the shares have been registered or
  qualified  for  sale  in such state, or unless an exemption from registration or
  qualification  is  available  and  is  obtained  and complied with. Sales of the
  shares  must  also  be  made  by the selling stockholders in compliance with all
  other applicable state securities laws and regulations.
  
       In  addition  to  any  shares sold hereunder, selling stockholders may sell
  shares  of  common stock in compliance with Rule 144. There is no assurance that
  the  selling  stockholders will sell all or a portion of the stock being offered
  hereby.
  
       The  selling stockholders may agree to indemnify any broker-dealer or agent
  that  participates in transactions involving sales of the shares against certain
  liabilities  in  connection  with  the  offering of the shares arising under the
  Securities Act.
  
       We  have notified the selling stockholders of the need to deliver a copy of
  this prospectus in connection with any sale of the shares.
  
                              DESCRIPTION OF SECURITIES
  
  CAPITAL  STRUCTURE
  
       Our  authorized capital consists of 100,000,000 shares of common stock, par
  value  $.001  per  share,  par  value  $.001 per share, and 10,000,000 shares of
  preferred  stock,  par  value  $.001 per share.  The selling securityholders are
  offering  common  stock  hereunder.  Subject  to  the  rights,  preferences, and
  designations  of  preferred  stockholders, common stockholders: (a) have general
  ratable rights to dividends from funds legally available therefore, when, as and
  if  declared by the board of directors; (b) are entitled to share ratably in all
  of  our  assets  available  for  distribution  to stockholders upon liquidation,
  dissolution  or  winding  up  of  our  affairs;  (c)  do  not  have  preemptive,
  subscription  or conversion rights, nor are there any redemption or sinking fund
  provisions applicable thereto; and (d) are entitled to one vote per share on all
  matters  on  which stockholders may vote at all shareholder meetings. The common
  stock  does  not  have cumulative voting rights, which means that the holders of
  more than fifty percent of the common stock voting for the election of directors
  can  elect  one  hundred  percent  of  our  directors  if  they choose to do so.
  
  DIVIDEND  POLICY
  
       Our  proposed operations are capital intensive and we need working capital.
  Therefore,  we  will  be  required  to  reinvest  any  future  earnings  in  our
  operations.  Our  board  of  directors has no present intention of declaring any
  cash  dividends,  as  we  expect  to  re-invest  all profits in the business for
  additional working capital for continuity and growth. The future declaration and
  payment  of  dividends  will  be  determined  by  our  board  of directors after
  considering  the  conditions  then  existing,  including our earnings, financial
  condition,  capital  requirements,  and  other  factors.
  
                                    LEGAL MATTERS
  
  Bush  Ross, P.A. will pass upon the validity of the common stock offered hereby.
  Bush  Ross,  P.A.  does  not  have  any  ownership  interest  in  us.
  
                                         14
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  We  are  subject to the informational reporting requirements of the Exchange Act
  and,  in  accordance therewith, file reports and other information with the SEC.
  The  following  documents filed by us with the SEC are incorporated by reference
  into,  and  made  a  part  of,  this  prospectus:
  
  -  The description of our common stock in our Registration Statement on Form S-1
  under  the  Securities  Act  (File  No. 000-15034), filed with the Commission on
  November  17,  1999, as amended by Amendment No. 1 to the Registration Statement
  on  Form  S-1/A,  filed  with  the  Commission  on February 29, 2000, as further
  amended  by  Amendment  No. 2 to the Registration Statement on Form S-1/A, filed
  with  the Commission on March 28, 2000, as further amended by Amendment No. 3 to
  the  Registration  Statement on Form S-1/A, filed with the Commission on May 22,
  2000,  as  further  amended  by Amendment No. 4 to the Registration Statement on
  Form S-1/A, filed with the Commission on June 8, 2000; and as further amended by
  Amendment  No.  5  to  the  Registration Statement on Form S-1/A, filed with the
  Commission on June 12, 2000;
  
  -  The Company's prospectus filed with the SEC on June 15, 2000 pursuant to Rule
  424(b) under the Securities Act;
  
  -  Our  10KSB for fiscal year ending June 30, 2004 filed with the SEC on October
  19, 2004, as amended; and
  
  -  All  other  reports  filed  by  us pursuant to Sections 13(a) or 15(d) of the
  Exchange  Act  since the end of the fiscal year covered by the document referred
  to in (a) above
  
  In  addition  to  the  foregoing,  all  documents subsequently filed by us under
  Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (before the filing of a
  post-effective  amendment to the registration statement of which this prospectus
  forms  a  part  that  indicates  that  all  securities  offered pursuant to this
  prospectus  have  been  issued or that deregisters all securities then remaining
  under this prospectus) shall be deemed to be incorporated by reference into, and
  to  be  a  part  of,  this prospectus from the date of filing of such documents.
  
  A  copy  of  all  materials  incorporated by reference into this prospectus (not
  including  exhibits  to  such  materials,  unless such exhibits are specifically
  incorporated  by  reference in this prospectus) will be furnished without charge
  to  any  participant  requesting  them.  Requests  should be made to Don Sproat,
  President  and  Chief Executive Officer, 5422 Carrier Drive, Suite 306, Orlando,
  Florida  32819.  You  can reach Mr. Sproat at (407) 354-1222.   Upon request, we
  will  also  furnish without charge a copy of our latest Information Statement to
  shareholders.
  
                                         15
  PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.  Incorporation  of  Documents  by Reference.
  
  The  Company  hereby  incorporates by reference into this Registration Statement
  the  following  documents  previously  filed  with  the  SEC:
  
  -  The description of our common stock in our Registration Statement on Form S-1
  under  the  Securities  Act  (File  No. 000-15034), filed with the Commission on
  November  17,  1999, as amended by Amendment No. 1 to the Registration Statement
  on  Form  S-1/A,  filed  with  the  Commission  on February 29, 2000, as further
  amended  by  Amendment  No. 2 to the Registration Statement on Form S-1/A, filed
  with  the Commission on March 28, 2000, as further amended by Amendment No. 3 to
  the  Registration  Statement on Form S-1/A, filed with the Commission on May 22,
  2000,  as  further  amended  by Amendment No. 4 to the Registration Statement on
  Form S-1/A, filed with the Commission on June 8, 2000; and as further amended by
  Amendment  No.  5  to  the  Registration Statement on Form S-1/A, filed with the
  Commission on June 12, 2000;
  
  -  The Company's prospectus filed with the SEC on June 15, 2000 pursuant to Rule
  424(b) under the Securities Act;
  
  -  Our  10KSB for fiscal year ending June 30, 2004 filed with the SEC on October
  19, 2004, as amended; and
  
  -  All  other  reports  filed  by  us pursuant to Sections 13(a) or 15(d) of the
  Exchange  Act  since the end of the fiscal year covered by the document referred
  to in (a) above
  
  ITEM  4.  Description  of  Securities.
  
  Not  applicable.
  
  ITEM  5.  Interests  of  Named  Experts  and  Counsel.
  
  Bush  Ross, P.A. will pass upon the validity of the common stock offered hereby.
  Bush  Ross,  P.A.  does  not  have  any  ownership  interest  in  us.
  
  ITEM  6.  Indemnification  of  Directors  and  Officers.
  
      Section  607.0850(1)  of  the  Florida  Business  Corporation  Act, or FBCA,
  permits  a Florida corporation to indemnify any person who may be a party to any
  third  party  proceeding  by  reason  of  the  fact that such person is or was a
  director,  officer,  employee  or  agent  of  the corporation, against liability
  incurred in connection with such proceeding (including any appeal thereof) if he
  acted  in  good  faith  and  in a manner he reasonably believed to be in, or not
  opposed  to,  the  best  interests  of the corporation, and, with respect to any
  criminal  action  or  proceeding, had no reasonable cause to believe his conduct
  was  unlawful.
  
       Section  607.0850(2) of the FBCA permits a Florida corporation to indemnify
  any person who may be a party to a derivative action if such person acted in any
  of  the  capacities  set  forth in the preceding paragraph, against expenses and
  amounts  paid  in  settlement  not  exceeding,  in  the judgment of the board of
  directors,  the  estimated  expenses of litigating the proceeding to conclusion,
  actually and reasonably incurred in connection with the defense or settlement of
  such  proceeding  (including  appeals), provided that the person acted under the
  standards  set  forth  in  the  preceding paragraph. However, no indemnification
  shall  be  made for any claim, issue or matter for which such person is found to
  be  liable  unless,  and  only  to  the  extent that, the court determines that,
  despite  the  adjudication of liability, but in view of all the circumstances of
  the  case,  such person is fairly and reasonably entitled to indemnification for
  such  expenses  which  the  court  deems  proper.
  
                                         16
  Section  607.0850(4)  of  the  FBCA  provides that any indemnification made
  under  the  above  provisions,  unless pursuant to a court determination, may be
  made  only  after  a determination that the person to be indemnified has met the
  standard  of  conduct  described  above.  This  determination is to be made by a
  majority vote of a quorum consisting of the disinterested directors of the board
  of  directors, by duly selected independent legal counsel, or by a majority vote
  of  the  disinterested shareholders. The board of directors also may designate a
  special  committee  of  disinterested  directors  to  make  this  determination.
  
       Section  607.0850(3),  however,  provides  that  a Florida corporation must
  indemnify  any  director, or officer, employee or agent of a corporation who has
  been  successful  in  the  defense  of  any  proceeding  referred to in Sections
  607.0850(1)  or  (2),  or  in the defense of any claim, issue or matter therein,
  against  expenses  actually  and  reasonably  incurred  by  him  in  connection
  therewith.
  
       Under  the  FBCA, expenses incurred by a director or officer in defending a
  civil  or  criminal  proceeding may be paid by the corporation in advance of the
  final disposition thereof upon receipt of an undertaking by or on behalf of such
  director  or  officer  to  repay such amount if it is ultimately determined that
  such  director  or  officer  is  not  entitled  to indemnification under Section
  607.0850.  Expenses  incurred  by other employees or agents in such a proceeding
  may  be  paid  in  advance  of  final  disposition  thereof  upon  such terms or
  conditions  that  the  board  of  directors  deems  appropriate.
  
       The  FBCA  further  provides  that  the  indemnification and advancement of
  payment  provisions  contained  therein  are  not  exclusive and it specifically
  empowers  a corporation to make any other further indemnification or advancement
  of  expenses  under  any bylaw, agreement, vote of shareholders or disinterested
  directors  or  otherwise, both for actions taken in an official capacity and for
  actions  taken  in  other  capacities  while  holding  an  office.  However,  a
  corporation  cannot  indemnify  or advance expenses if a judgment or other final
  adjudication  establishes  that  the  actions  of  the  director or officer were
  material  to  the  adjudicated  cause  of action and the director or officer (a)
  violated  criminal  law,  unless the director or officer had reasonable cause to
  believe his conduct was lawful or had no reasonable cause to believe his conduct
  was  unlawful,  (b) derived an improper personal benefit from a transaction, (c)
  was  or  is  a  director  in  a  circumstance  where the liability under Section
  607.0834 (relating to unlawful distributions) applies, or (d) engages in willful
  misconduct or conscious disregard for the best interests of the corporation in a
  proceeding  by or in right of the corporation to procure a judgment in its favor
  or  in  a  proceeding  by  or  in  right  of  a  shareholder.
  
       Our by-laws provide that we will, indemnify any current or former director,
  officer, employee or agent against any liability arising from any action or suit
  to  the  fullest  extent permitted by law. Advances against expenses may be made
  under  our  by-laws  and  any  other indemnification agreement into which we may
  enter  and  the  indemnity  coverage provided thereunder may include liabilities
  under the federal securities laws as well as in other contexts. Our by-laws also
  permit  us to purchase and maintain insurance on behalf of any current or former
  director,  officer,  employee or agent for any liability incurred by any of them
  in  connection  with,  or arising out of, their actions in their capacity as our
  director,  officer,  employee  or  agent,  whether  or  not  our  articles  of
  incorporation  or  bylaws permit such indemnification. We have not obtained such
  insurance,  but  we  intend  to  do  so.
  
       Reference  is  made to Article VIII of our by-laws filed previously  filed,
  and  incorporated  by  reference,  as  an  exhibit  to  the  Company's
  Registration  Statement  on  Form  S-1,  as  amended,  initially  filed  on
  November  17,  1999  ("Form  S-1").
  
  ITEM  7.  Exemption  from  Registration  Claimed.
  
  Not  Applicable
  
  ITEM  8.  Exhibits.
  
  EXHIBIT  NO.     DESCRIPTION
  -----------      --------------------------------------------------------------
  4.1              Telzuit  Medical  Equity  Compensation  Plan (filed herewith).
  5.1              Legal  Opinion  of  Bush  Ross,  P.A.  (filed  herewith).
  23.1             Consent  of  Bush  Ross,  P.A.  (filed  herewith).
  23.2             Consent  of  Independent  Registered Public Accounting Firm
                   (filed herewith).
  24.1             Power  of Attorney (included as part of the signature page to
                   this Registration Statement and incorporated herein
                   by reference).
  
                                         17
  ITEM  9.  Undertakings.
  
  (a) The undersigned Registrant hereby undertakes:
  
  (1)  to  file,  during  any  period  in  which offers or sales are being made, a
  post-effective amendment to this Registration Statement;
  
       (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
            Securities Act of 1933;
       (ii) to  reflect  in  the  prospectus  any  facts  or  events arising after
            the  effective  date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or  in  the
            aggregate, represent a fundamental change in the information set forth
            in the Registration Statement; and
       (iii) to  include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the Registration Statement or
            any material change to such information in the Registration Statement;
  
  provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information  required  to  be  included  in  a  post-effective  amendment by the
  foregoing paragraphs is contained in periodic reports filed with or furnished to
  the  Securities and Exchange Commission by the Registrant pursuant to Section 13
  or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference  in  the  Registration  Statement.
  
  (2)  That, for the purpose of determining any liability under the Securities Act
  of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
  Registration  Statement  relating  to  the  securities  offered therein, and the
  offering  of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3)  To  remove  from registration by means of a post-effective amendment any of
  the  securities  being  registered which remain unsold at the termination of the
  offering.
  
  (b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
  determining  any  liability under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
  Securities  Exchange  Act  of  1934  that  is  incorporated  by reference in the
  Registration  Statement  shall  be  deemed  to  be  a new Registration Statement
  relating  to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
  of  1933  may be permitted to directors, officers and controlling persons of the
  Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
  has  been  advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  of  1933  and  is,  therefore,  unenforceable.  In  the  event  that a claim for
  indemnification  against  such  liabilities  (other  than  the  payment  by  the
  Registrant  of  expenses  incurred or paid by a director, officer or controlling
  person  of  the  Registrant  in  the  successful  defense of any action, suit or
  proceeding)  is  asserted  by  such  director,  officer or controlling person in
  connection  with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
  indemnification  by  it  is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                         18
  SIGNATURES
  
  Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
  certifies  that  it  has  reasonable grounds to believe that it meets all of the
  requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
  Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
  authorized,  in  the  city  of  Orlando,  state  of Florida, on this 22nd day of
  August,  2005.
  
                                     TELZUIT  MEDICAL  TECHNOLOGIES,  INC.
                                     By: /s/  DONALD  SPROAT
                                         -----------------------------------------
                                         Donald  Sproat
                                         President,  Chief  Executive  Officer
                                         and  Member  of  the  Board  of Directors
  
  Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
  Statement  has been signed by the following persons in the capacities and on the
  dates  indicated.
  
       SIGNATURE                       TITLE                           DATE
       ---------                       -----                           ----
  /s/  DONALD  SPROAT   President, Chief Executive Officer and   August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  Donald  Sproat        (Principal  Executive  Officer)
  
  /s/  JAMES P. TOLAN   Senior V. P. Business Development        August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  James  P.  Tolan
  
  /s/  MICHAEL VOSCH    Senior V. P. of Product Development      August 22, 2005
  -------------------   Member  of  the  Board  of  Directors
  Michael Vosch
  
                                         19
  POWER OF ATTORNEY
  
       Each  person  whose signature appears below constitutes and appoints Donald
  Sproat,  as attorney-in-fact, with the power of substitution, for him in any and
  all capacities, to sign any amendment to this Registration Statement and to file
  the  same,  with  exhibits  thereto and other documents in connection therewith,
  with  the Securities and Exchange Commission, granting to said attorney-in-fact,
  full  power  and  authority  to  do  and  perform  each  and every act and thing
  requisite  and  necessary  to  be  done in connection therewith, as fully to all
  intents  and  purposes  as  he might or could do in person, hereby ratifying and
  confirming  anything the said attorney-in-fact or his substitute or substitutes,
  may lawfully do or cause to be done by virtue hereof.
  
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  Registration  Statement  has  been  signed  by  the  following  persons  in  the
  capacities and on the dates indicated.
  
  Signatures              Title                                    Date
  ----------              -----                                    ----
  
  /s/ James P. Tolan
  ------------------
  James P. Tolan          Senior V. P. Business Development,
                          Director                                 August 22, 2005
  
  /s/ Michael Vosch
  ------------------
  Michael Vosch           Senior V. P. of Product Development,
                          Director                                 August 22, 2005
  
                                         20