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

                                  SCHEDULE 14C

                Information Statement Pursuant to Section 14 (c)

Check the appropriate Box:
|X|          Preliminary Information Statement
|_|          Confidential, for use of the Commission Only (as permitted by
             Rule 14c-5(d)(2))
|_|          Definitive Information Statement

                            DAUPHIN TECHNOLOGY, INC.
                            ------------------------
                (Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
|_|           No fee required
|X|           Fee computed on table below per Exchange Act Rules 14c-5(g) and
              0-1:
    (1)       Title of each class of securities to which transaction applies:
              common stock
    (2)       Aggregate number of securities to which transaction applies:
              490,332,879
    (3)       Per unit price or other underlying value of transaction computed
              pursuant to Exchange Act Rule 0-11. $0.63 is the average of the
              five previous day's closing price and is multiplied by the number
              of transaction shares to arrive at the transaction value. The fee,
              as revised November 2005, is $107.00 per $1,000,000 of transaction
              value; therefore the transaction value is then multiplied by
              .000107 to arrive at the total fee.
    (4)       Proposed maximum aggregate value of transaction: $308,909,714
    (5)       Total Fee Paid: $33,053
|_|           Fee paid previously with preliminary materials
|_|           Check box if any part of the fee is offset as provided by Exchange
              Act Rule 0-11(a)(2) and identify the filing for which the
              offsetting fee was paid previously. Identify the previously filing
              by registration statement number, or the Form or Schedule and the
              date of its filing.
    (1)       Amount Previously Paid: $0
    (2)       Form, Schedule or Registration Statement No.  NA
    (3)       Filing Party: NA
    (4)       Date Filed: August __, 2006


        Contact Person: A. O. Headman, Jr., ESQ, Cohne Rappaport & Segal
            257 East 200 South, Suite 700, Salt Lake City, UT 84111;
                      Tel: 801-532-2666, Fax: 801-355-1813



                            DAUPHIN TECHNOLOGY, INC.
                       1014 East Algonquin Road, Suite 111
                              Schaumburg, IL 60173

          NOTICE OF ACTION TO BE TAKEN WITHOUT A STOCKHOLDERS' MEETING
--------------------------------------------------------------------------------

TO OUR STOCKHOLDERS:

         Notice is hereby  given that  Dauphin  Technology,  Inc.  plans to take
certain  corporate  action  pursuant  to the  written  consent  of our  Board of
Directors  and the holders of a majority of our  outstanding  voting  securities
("Majority Stockholders"). The action we plan to take is to:

         (i) amend our  Articles  of  Incorporation  to  increase  the number of
shares of common  stock  that we are  authorized  to issue from  100,000,000  to
850,000,000;

         (ii)  acquire  GeoVax,  Inc.,  a  Georgia  corporation,   in  a  merger
transaction;

         (iii) change our name to GeoVax Labs, Inc.;

         (iv) elect a new Board of Directors; and

         (v) adopt an equity incentive plan for use following the closing of the
Merger.

         Under  Illinois  law,  the  approval  of  the  holders  of  2/3  of our
outstanding  Voting Rights (defined below) is required to approve proposals (i),
(ii) and (iii)  listed  above.  The approval of the holders of a majority of our
outstanding  Voting  Rights is  required to approve  proposals  (iv) and (v). On
January  20,  2006,  our  Board of  Directors  unanimously  approved  the  above
referenced proposals, and the Majority Stockholders have consented in writing to
each of the proposals.  The action by written  consent was sufficient to approve
and adopt each of the  proposals.  Accordingly,  no other votes are necessary to
adopt or approve any of the proposals.

         The Board of Directors has fixed the close of business on June 29, 2006
as the Record Date for  determining the  stockholders  entitled to notice of the
foregoing.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO  STOCKHOLDERS'  MEETING
WILL BE HELD TO  CONSIDER  ANY MATTER  DESCRIBED  HEREIN AND NO PROXY OR VOTE IS
SOLICITED BY THIS NOTICE.

August __, 2006

                                              By Order of the Board of Directors



This Notice and the accompanying Information Statement are dated August __, 2006
and are first being mailed to our stockholders on or about August __, 2006.




                            DAUPHIN TECHNOLOGY, INC.
                       1014 East Algonquin Road, Suite 111
                              Schaumburg, IL 60173

                        PRELIMINARY INFORMATION STATEMENT
                        ---------------------------------
                                 August __, 2006

           This Information Statement is being provided to you by the
                 Board of Directors of Dauphin Technology, Inc.
                              _____________________

This  Information   Statement,   and  the  Notice  of  Action  Taken  Without  a
Stockholders' Meeting (jointly,  the "Information  Statement"),  is furnished by
the Board of Directors of Dauphin Technology,  Inc.  ("Dauphin",  the "Company,"
"we," or "us"),  an Illinois  corporation,  to the holders of  Dauphin's  common
stock at June 29, 2006 (the "Record Date"), to provide  information with respect
to action  taken by the written  consent of the Majority  Stockholders  (defined
below). Our Board of Directors and the Majority Stockholders approved by written
consent the following proposals:

         o    a proposal to amend our Articles of  Incorporation to increase the
              number of authorized  shares of common stock from  100,000,000  to
              850,000,000 shares (the "Authorized Shares Amendment Proposal");

         o    a proposal to enter into and  consummate  an Agreement and Plan of
              Merger, as amended,  (the "Merger Agreement")  pursuant to which a
              wholly-owned  subsidiary  of  Dauphin  will  merge  with  and into
              GeoVax, Inc. ("GeoVax"),  a Georgia corporation (the "Merger"). As
              a result of the Merger,  the  stockholders  of GeoVax will own, in
              the aggregate,  490,332,879 of the  733,332,879  shares of Dauphin
              common stock outstanding  immediately  following the completion of
              the Merger (the Merger Proposal");

         o    a proposal to amend our  Articles of  Incorporation  to change our
              name to GeoVax Labs, Inc. (the "Name Change Proposal");

         o    a  proposal  to adopt the  GeoVax  Labs,  Inc.  (formerly  Dauphin
              Technology,  Inc.) 2006 Equity  Incentive  Plan (the "2006  Equity
              Incentive Plan  Proposal") for use following the completion of the
              Merger; and

         o    the  election of the  following  members to our Board of Directors
              (the "Board Election"):

                                    Donald G. Hildebrand
                                    David A. Kennedy
                                    Edith Murphree
                                    Gary Teal
                                    John N. (Jack) Spencer
                                    Andrew J. Kandalepas
                                    Dean G. Kollintzas

         The  above-listed   proposals  are  collectively  referred  to  as  the
"Transaction Proposals."

         Immediately  following the closing of the Merger,  the current  Dauphin
common stock and preferred stock holders will own 119,969,028  shares of Dauphin
common  stock (16.4% of the Dauphin  common stock then issued and  outstanding);

                                       1


the GeoVax  shareholders  will own  490,332,879  shares of Dauphin  common stock
(66.9% of the Dauphin common stock then issued and outstanding); and 123,030,972
shares of Dauphin  common stock  (16.7% of the Dauphin  common stock then issued
and  outstanding)  will be owned by persons  issued  shares in exchange  for the
conversion of debt, new cash investments and for services rendered.

         Our  Board of  Directors  decided  to  obtain  written  consent  of the
Majority  Stockholders  (defined  below) to avoid the costs and management  time
required  to hold a special  meeting of  stockholders.  All  required  corporate
approvals of the Transaction Proposals have been obtained, subject to furnishing
this  notice,  and to 20 days  elapsing  from  the  date of  this  notice.  This
Information  Statement is furnished solely for the purpose of informing  Dauphin
stockholders  of this corporate  action in the manner  required by Rule 14c-2(b)
under the Securities Exchange Act of 1934, as amended.

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY

         THIS IS NOT A NOTICE OF A MEETING OF  STOCKHOLDERS  AND NO STOCKHOLDERS
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

         We have asked brokers and other custodians,  nominees,  and fiduciaries
to forward this  Information  Statement to the  beneficial  owners of our common
stock held of record by such and Dauphin  will  reimburse  the brokers and other
custodians,  nominees,  and fiduciaries for  out-of-pocket  expenses incurred in
forwarding such material.

            INTEREST OF CERTAIN PERSONS IN FAVOR OF OR IN OPPOSITION
                              TO MATTERS ACTED UPON

         Our President Andrew J. Kandalepas, will be issued 20,000,000 shares of
our common stock for services rendered in connection with the Merger. Dauphin is
not aware of any other interest that would be substantially affected through the
adoption of the Transaction Proposals, whether adversely or otherwise.

                                VOTING SECURITIES

         As of the Record Date, Dauphin's authorized capitalization consisted of
100,000,000  shares of common stock,  par value $.001 per share,  and 10,000,000
shares of preferred  stock, par value $.01 per share. All of our preferred stock
has been  designated  as  Series  A  Preferred  Stock.  Each  share of  Series A
Preferred Stock is convertible  into two shares of our common stock. At June 29,
2006,  the Record  Date,  we had  99,969,028  shares of common  stock issued and
outstanding  and  10,000,000  shares  of Series A  Preferred  Stock  issued  and
outstanding.

         Each  share of common  stock  entitles  its  holder to one vote on each
matter  submitted  to the  stockholders  for a vote.  Each  share  of  Series  A
Preferred Stock entitles the holder to 20 votes on each matter  submitted to the
stockholders for a vote.  Accordingly,  as of the Record Date, we had a total of
299,969,028  rights  to  vote  ("Voting  Rights")   outstanding   consisting  of
99,969,028 votes attributed to common stock and 200,000,000  votes attributed to
Series  A  Preferred  Stock.  We  have  obtained  the  written  consent  of  the
stockholders representing 217,975,496 Voting Rights ("Majority Stockholders") on
each of the  Transaction  Proposals.  The  Majority  Stockholders  from  whom we
obtained written consents were as follows:

                                       2


                         Name                                 Votes
           ----------------------------------           ------------------
           Stavros N. Pagageorgiou                      1,500,000 (1)
           Helen S. Pagageorgiou                        1,500,000 (1)
           Nikolaos S. Pagageorgiou                     5,000,000 (1)
           Vasiliki A. Leandrou                         2,000,000 (1)
           Per K. Reichborn                             3,276,000 (2)
           Marinis Loukas                               2,213,896 (2)
           Rick Jones                                   1,350,000 (2)
           Peter M. Tsolinas                            1,250,000 (2)
           John Douros                                  1,732,600 (2)
           Evangelos Alexandris                         1,500,000 (2)
           Spiro Angelos                                1,000,000 (2)
           Dan L. Schlapkol                             2,045,000 (2)
           Edwin E. Fromer                              1,000,000 (2)
           Mark Robins                                  2,608,000 (2)

(1)   These votes are  attributed  to shares of  preferred  stock and were voted
pursuant to a conversion Agreement dated May 15, 2006.

(2)   These votes are  attributed  to shares of common  stock and were  obtained
between June 28, 2006 and July 5, 2006.

                                       3


                      SUMMARY OF THE INFORMATION STATEMENT

         This summary  highlights  selected  information  from this  Information
Statement and does not contain all of the information  that is important to you.
To better understand the Merger, you should read this entire document carefully,
including  the  Merger  Agreement  attached  as  Annex  A  to  this  Information
Statement, together with all other Annexes attached hereto.

The Parties

         Dauphin  (page  9).  Dauphin  is  an  inactive  Illinois   corporation.
Dauphin's  current  business plan is to commence active  operations  through the
completion  of a reverse  merger  transaction  with another  operating  company.
Dauphin has identified GeoVax as a suitable acquisition target. After the Merger
and as a result of the Name Change Proposal, Dauphin's name will be GeoVax Labs,
Inc. The mailing address of Dauphin's  principal  executive  office is currently
1014 East Algonquin Road,  Suite 111,  Schaumburg,  IL 60173,  and its telephone
number  is (847)  303-6566.  After the  Merger,  Dauphin's  address  will be the
address of GeoVax.  Dauphin's  financial  statements for the year ended December
31, 2005 and for the three  months  ended  March 31,  2006 are  attached to this
Information Statement.

         GeoVax   Acquisition,   Corp.  GeoVax   Acquisition,   Corp.   ("Merger
Subsidiary"),  a  wholly  owned  subsidiary  of  Dauphin,  was  organized  as  a
corporation  under the laws of the State of Georgia  on January 4, 2006.  It was
formed  to effect a Merger  with  GeoVax  and is a wholly  owned  subsidiary  of
Dauphin.  Merger  Subsidiary  will merge  into  GeoVax in the Merger and will no
longer exist following the effective time of the Merger.

         GeoVax (page 16). GeoVax is a development stage  biotechnology  company
established to develop,  license,  and commercialize the manufacture and sale of
human  vaccines for  diseases,  such as AIDS,  caused by Human  Immunodeficiency
Virus ("HIV") and other infectious agents. GeoVax was incorporated in Georgia on
June 27, 2001. The mailing address of GeoVax's  principal  executive  offices is
1256 Briarcliff  Road,  Atlanta,  GA and its telephone number is (404) 727-0971.
Following  the Merger,  GeoVax  will be a wholly  owned  subsidiary  of Dauphin.
Geovax's  financial  statements for the year ended December 31, 2005 and for the
three months ended March 31, 2006 are included in this Information Statement.

The Merger (page 36)

         The Merger Agreement provides for a business combination transaction by
means of a Merger between  Merger  Subsidiary and GeoVax in which GeoVax will be
the surviving entity. GeoVax will become a wholly owned subsidiary of Dauphin as
a result of the Merger. This will be accomplished through an exchange of all the
issued and  outstanding  shares of capital stock of GeoVax for shares of Dauphin
common  stock.  Dauphin and GeoVax plan to complete the Merger  promptly but not
before the  expiration  of 20 days from the date this  Information  Statement is
mailed to Dauphin's Stockholders,  provided that the conditions specified in the
Merger  Agreement  have been  satisfied or waived.  The Merger will be completed
when  Articles  of Merger are filed in the office of the  Georgia  Secretary  of
State.

Operations Following the Merger

         Following  the Merger,  Dauphin will be a holding  company and will own
GeoVax as a wholly  owned  subsidiary.  GeoVax  will  continue  with its current
biotechnology operations following the Merger.


                                       4


Dauphin's Recommendations to Stockholders; Reasons for the Merger

         After careful  consideration  of the terms and conditions of the Merger
Agreement,  the amendment to the Articles of Incorporation,  and the 2006 Equity
Incentive  Plan,  the Board of  Directors  of Dauphin  has  determined  that the
Merger,  and the  other  Transaction  Proposals,  are fair  to,  and in the best
interests  of,  Dauphin and the Dauphin  stockholders.  In reaching its decision
with  respect to the Merger and the other  Transaction  Proposals,  the Board of
Directors of Dauphin  reviewed  various  industry and financial data and the due
diligence  and  evaluation  materials  provided by GeoVax to determine  that the
consideration to be paid to the GeoVax stockholders was reasonable. Accordingly,
Dauphin's Board of Directors  recommended that Dauphin's  Majority  Stockholders
vote in favor of each of the Transaction  Proposals.  Neither Dauphin nor GeoVax
obtained a fairness opinion as to whether the terms and conditions of the Merger
or the Merger consideration are fair.

Consent of Majority Stockholders

         Under  Illinois  law,  the  approval  of  the  holders  of  2/3  of our
outstanding  Voting  Rights is  required to approve  (i) the  Authorized  Shares
Amendment  Proposal;  (ii) the  Merger  Proposal;  and  (iii)  the  Name  Change
Proposal.  Under  Illinois law, the approval of the holders of a majority of our
outstanding  Voting Rights is required to approve the 2006 Equity Incentive Plan
and the Board Election.  The Majority  Stockholders  are those  stockholders who
together  own  217,975,496  of the Voting  Rights  (73%) and have  consented  in
writing to each of the Transaction Proposals.  No additional Dauphin stockholder
approval is required to consummate the Transaction Proposals.

The Amendment to the Articles of Incorporation (page 34)

         As a condition  to the closing of the Merger and among the  Transaction
Proposals approved by the Majority Stockholders, Dauphin will amend its Articles
of  Incorporation  to change its name to GeoVax Labs,  Inc., and to increase the
number of shares of common stock authorized from 100,000,000 to 850,000,000.  We
cannot  complete  the Merger  unless we increase  the number of shares of common
stock that we are authorized to issue.

The Proposed 2006 Equity Incentive Plan

         As a condition  to the  closing of the  Merger,  we must adopt the 2006
Equity  Incentive  Plan ("2006  Equity  Incentive  Plan") for use  following the
Merger. The 2006 Equity Incentive Plan has been approved, subject to the closing
of the Merger, by the Dauphin Board of Directors and the Majority  Stockholders.
The 2006 Equity  Incentive  Plan reserves  36,000,000  shares of Dauphin  common
stock for issuance in accordance with the plan's terms.  The purpose of the 2006
Equity  Incentive  Plan is to enable  Dauphin  (which will then be named  GeoVax
Labs,  Inc.),  after the closing date of the Merger,  to offer an opportunity to
acquire a proprietary interest in Dauphin to the employees, officers, directors,
and  consultants  of Dauphin and GeoVax whose past,  present,  and/or  potential
contributions  to Dauphin or GeoVax have been,  are, or will be important to the
success of Dauphin or GeoVax.  The various  types of awards that may be provided
under the plan will  enable  Dauphin  to  respond  to  changes  in  compensation
practices,  tax laws, accounting regulations,  and the size and diversity of its
business.  The  2006  Equity  Incentive  Plan  is  included  as  Annex C to this
Information Statement.

Management of Dauphin and GeoVax (page 53)

         Dauphin.  After the consummation of the Merger,  the Board of Directors
of Dauphin will consist of Andrew J. Kandalepas,  Donald G. Hildebrand, David A.
Kennedy,  Edith  Murphree,  John  N.  (Jack)  Spencer,  Gary  Teal  and  Dean G.

                                       5


Kollintzas.  After the  consummation  of the Merger,  the executive  officers of
Dauphin are expected to be: Donald G. Hildebrand, Chairman/President/CEO; Andrew
J. Kandalepas, Vice Chairman and Vice President; Edith Murphree, Vice President;
and Gary Teal, Secretary/Treasurer.

         GeoVax. After the consummation of the Merger, the Board of Directors of
GeoVax  will  consist  of  Donald G.  Hildebrand,  David A.  Kennedy,  Andrew J.
Kandalepas,  John N. (Jack) Spencer,  Edith Murphree,  and Gary Teal.  After the
consummation of the Merger,  the executive officers of GeoVax will be: Donald G.
Hildebrand, Chairman/President/CEO; Andrew J. Kandalepas, Vice Chairman and Vice
President; Edith Murphree, Vice President; and Gary Teal, Secretary/Treasurer.

The Merger Consideration (page 40)

         The holders of the  outstanding  shares of common  stock and  preferred
stock of GeoVax  immediately before the Merger will receive in exchange for such
GeoVax  shares an  aggregate  of  490,332,879  shares of  Dauphin  common  stock
(assuming no GeoVax stockholder  exercises his, her, or its dissenter's rights).
In addition,  Dauphin will assume  outstanding GeoVax stock options and warrants
that are not  exercised  prior to the Merger,  each on terms  comparable  to the
Merger consideration paid to GeoVax's stockholders. The number of Dauphin Shares
that are issuable upon the exercise of  outstanding  GeoVax options and warrants
is approximately 34,319,910.

         GeoVax  stockholders  will  receive  approximately  29.2832  shares  of
Dauphin  common stock for every share of GeoVax common and preferred  stock that
they own.

         Neither Dauphin nor GeoVax obtained a fairness  opinion as to the terms
of the Merger or an appraisal  or other  valuation as to the value of Dauphin or
GeoVax.

Dissenters' Rights (page 56)

         Dauphin  stockholders do not have dissenters' rights under Illinois law
in connection  with the Merger  because their shares of common stock will remain
outstanding  and  unchanged  after the Merger and  Dauphin is not  merging  into
GeoVax in the Merger nor is GeoVax merging into Dauphin in the Merger.

         The Board of Directors of GeoVax has determined that the  consideration
to be paid to the GeoVax  stockholders  is reasonable  and that the Merger is in
the best interest of GeoVax and its stockholders.  Notwithstanding this, holders
of GeoVax  capital  stock who did not  consent to the Merger  Agreement  and the
Merger may demand  appraisal of their shares in compliance with the requirements
of  Section  14-2-1302  of the  Georgia  Business  Corporation  Act and  will be
entitled to be paid, in cash,  the fair value of their shares,  exclusive of any
element of value arising from the  accomplishment  or expectation of the Merger.
Provided  however,  that a  condition  to the  closing  of the Merger is that no
GeoVax stockholder shall exercise dissenter's rights.

Quotation or Listing (page 57)

         Dauphin's  outstanding  common stock is  currently  quoted in the "Pink
Sheets."  Following the  completion of the Merger,  Dauphin will use  reasonable
efforts to obtain the listing for trading of Dauphin  common  stock on NASDAQ or
the OTCBB.  As a result of the change of our name to GeoVax Labs,  Inc., we will
be required to obtain a new trading symbol and a new cusip number.

Tax Consequences of the Merger (page 49)

         We anticipate that the Merger will qualify as reorganization within the
meaning of Section  368(a) of the Internal  Revenue Code;  however,  we have not
obtained  a tax  opinion,  nor have we  obtained  any  confirmation  of such tax

                                       6


treatment  from  the  Internal  Revenue  Service.  We  anticipate  that a GeoVax
stockholder's receipt of Dauphin common stock in the Merger will be tax-free for
United States  federal income tax purposes.  We anticipate  that no gain or loss
will be recognized by Dauphin or GeoVax as a result of the Merger.

Accounting Treatment (page 39)

         We anticipate  that the Merger will be accounted for under the purchase
method of accounting as a reverse  acquisition in accordance with U.S. generally
accepted accounting  principles for accounting and financial reporting purposes.
Under this  method of  accounting,  Dauphin  will be  treated as the  "acquired"
company.  In accordance  with guidance  applicable to these  circumstances,  the
Merger will be considered to be a capital transaction in substance. Accordingly,
for accounting purposes,  the Merger will be treated as the equivalent of GeoVax
issuing  stock  for  the  net  monetary  assets  of  Dauphin,  accompanied  by a
recapitalization.  The net  monetary  assets of Dauphin  will be stated at their
fair value,  essentially  equivalent  to historical  costs,  with no goodwill or
other intangible  assets recorded.  The retained earnings deficit of GeoVax will
be carried  forward  after the  Merger.  Operations  prior to the Merger will be
those of GeoVax.

Regulatory Matters

         The Merger and the  transactions  contemplated by the Merger  Agreement
are not subject to any  additional  federal or state  regulatory  requirement or
approval,  including the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976
(the "HSR  Act"),  except for  filings  with the State of Georgia  necessary  to
effectuate the transactions contemplated by the Merger proposal.


                                       7


              QUESTIONS AND ANSWERS ABOUT THE TRANSACTION PROPOSALS

Q.  Why am I receiving this      A.  Dauphin   and  GeoVax   have  agreed  to  a
    Information Statement?           business combination under the terms of the
                                     Merger Agreement dated January 20, 2006, as
                                     amended   on  June  29,   2006,   which  is
                                     described  in this  Information  Statement.
                                     The  Merger  Agreement,   as  amended,   is
                                     referred to as the Merger Agreement. A copy
                                     of the Merger Agreement is attached to this
                                     Information  Statement as Annex A, which we
                                     encourage you to review.

                                     The Transaction Proposals required approval
                                     by Dauphin stockholders. In order to reduce
                                     the expenses  and time  necessary to obtain
                                     stockholder  approval, we decided to obtain
                                     stockholder approval by the written consent
                                     of the  holders of a majority of our Voting
                                     Rights. We obtained approval of the holders
                                     of 73% of Dauphin's  total Voting Rights on
                                     each of the Transaction Proposals.

                                     Although we have  obtained all  stockholder
                                     approval    necessary   to   complete   the
                                     Transaction  Proposals,  we are required to
                                     mail  this  Information  Statement  to  all
                                     Dauphin    stockholders    under   Illinois
                                     corporate law and SEC Rule 14c-2(b)  before
                                     we can complete the Merger.

Q.  What are the Transaction     A.  The Transaction  Proposals are proposals to
    Proposals?                       (i) increase our  authorized  common shares
                                     to 850,000,000; (ii) consummate the Merger;
                                     (iii) change our name to GeoVax Labs, Inc.;
                                     (iv) adopt an equity  incentive  plan;  and
                                     (v) elect new directors.

Q.  Why is Dauphin proposing     A.  Dauphin's    previous    operations    were
    the Merger?                      unsuccessful  and  we  have  been  a  shell
                                     corporation for several years. Our business
                                     plan is to acquire  another  business  in a
                                     reverse  merger  transaction.  Our Board of
                                     Directors   believes   that   GeoVax  is  a
                                     suitable   acquisition   target   and  will
                                     provide current Dauphin  stockholders  with
                                     the potential for increased  value of their
                                     investment in Dauphin.

Q.  What conditions are          A.  The Merger  Agreement  contains a number of
    there to a closing of            closing  conditions  all of  which  must be
    the Merger?                      fulfilled or waived.  The most  significant
                                     closing  condition  was that  Dauphin  must
                                     have not less than  $2,000,000  in net cash
                                     assets  prior to the closing of the Merger.
                                     Pursuant   to  the  Merger   Agreement   as
                                     amended,  Dauphin has  tendered to GeoVax a
                                     non-refundable  deposit  in the  amount  of
                                     $2,000,000. We anticipate that, immediately
                                     prior to closing,  substantially all of our
                                     debt will be converted to common stock.

Q.  Why is Dauphin proposing     A.  Dauphin  is   proposing   the  2006  Equity
    the 2006 Equity                  Incentive Plan as a condition of the Merger
    Incentive Plan?                  to enable  us,  following  the  Merger,  to
                                     attract,   retain  and  reward   directors,
                                     officers,  employees and consultants  using
                                     equity-based  incentives.  The 2006  Equity
                                     Incentive   Plan  will  be  effective  upon
                                     consummation of the Merger.

Q.  What will happen in the      A.  As a  consequence  of the Merger,  a wholly
    proposed Merger and              owned  subsidiary of Dauphin will be merged
    Related Transactions?            with  and  into   GeoVax  and  GeoVax  will
                                     continue  as  the  surviving   corporation,
                                     becoming  a  wholly  owned   subsidiary  of
                                     Dauphin  operating  under the name  GeoVax,
                                     Inc.  Stockholders  of GeoVax  will  become
                                     stockholders  of  Dauphin.  Dauphin's  name
                                     will be changed to GeoVax Labs, Inc.

Q.  What will Dauphin            A.  Dauphin  stockholders  will not receive any
    stockholders receive in          additional  shares of common stock or other
    the Merger?                      consideration   in  the   Merger.   Dauphin
                                     stockholders  will  continue  to  hold  the
                                     shares of  Dauphin  common  stock that they
                                     owned prior to the Merger.

Q.  What will GeoVax             A.  GeoVax  stockholders will receive their pro
    stockholders receive in          rata share of 490,332,879 shares of Dauphin
    the Merger?                      common stock in exchange for their stock of
                                     GeoVax.  In the Merger,  Dauphin will agree
                                     to assume or adopt outstanding warrants and
                                     options of GeoVax at the time of closing on
                                     terms  that are  comparable  to the  Merger
                                     consideration      paid     to     GeoVax's
                                     stockholders.


                                       8


Q.  How much of Dauphin will     A.  We anticipate that following the closing of
    existing Dauphin                 the  Merger,  we will  have  the  following
    stockholders own after           shares   of   common   stock   issued   and
    the Merger?                      outstanding:

                                      shares owned by current
                                        Dauphin common stockholders   99,969,028
                                      shares issued to Dauphin
                                        preferred stockholders        20,000,000
                                      shares issued to Dauphin
                                        debt holders                  42,919,030
                                      shares issued in private
                                        placement                     38,000,000
                                      shares issued for services      40,000,000
                                      shares reserved for
                                        contingencies                  2,611,942
                                      shares issued to GeoVax
                                        stockholders                 490,332,879
                                                                     -----------
                                      Total                          733,332,879
                                                                     -----------

Q.   Who will manage Dauphin?    A.  Following   the   Merger,   the   Board  of
                                     Directors of Dauphin will consist of Donald
                                     G.  Hildebrand,  David A. Kennedy,  John N.
                                     (Jack) Spencer,  Edith  Murphree,  and Gary
                                     Teal,  all of whom are currently  directors
                                     of  GeoVax,  Andrew J.  Kandalepas,  who is
                                     currently  a  director  and   president  of
                                     Dauphin and Dean G.  Kollintzas.  Following
                                     the Merger,  the  officers of Dauphin  will
                                     be:       Donald       G.       Hildebrand,
                                     Chairman/President/CEO;      Andrew      J.
                                     Kandalepas,    Vice   Chairman   and   Vice
                                     President;  Edith Murphree, Vice President;
                                     and Gary Teal, Secretary/Treasurer.

Q.  What happens if the          A.  If the Merger is not  consummated,  we will
    Merger is not                    continue  to be a shell  company  and  will
    consummated?                     attempt to locate another  target  business
                                     for potential acquisition.

Q.  When do you expect the       A.  We  anticipate  that  the  Merger  will  be
    Merger to be completed?          completed     promptly     following    the
                                     fulfillment  of all  conditions to closing.
                                     We  anticipate  the  closing  of the Merger
                                     will occur, assuming the closing conditions
                                     are met,  in the  third or  fourth  quarter
                                     2006.  For a description  of the conditions
                                     to  completion  of  the  Merger,   see  the
                                     section entitled  "Conditions to Closing of
                                     the Merger" beginning on page 42.

Q.  What do I need to do now?    A.  Dauphin urges all Dauphin  stockholders  to
                                     read carefully and consider the information
                                     contained  in this  Information  Statement,
                                     including the annexes,  and to consider how
                                     the Merger will affect you as a stockholder
                                     of Dauphin.

Q.  What are the federal             We anticipate  that the Merger will qualify
    income tax consequences          as a  reorganization  within the meaning of
    of the Merger?                   Section  368(a)  of  the  Internal  Revenue
                                     Code.   We   anticipate   that   a   GeoVax
                                     stockholder's  receipt  of  Dauphin  common
                                     stock and  warrants  in the Merger  will be
                                     tax-free for United States  federal  income
                                     tax purposes. We anticipate that no gain or
                                     loss  will  be  recognized  by  Dauphin  or
                                     GeoVax  as a result  of the  Merger.  For a
                                     description of the material  federal income
                                     tax consequences of the Merger,  please see
                                     the   information  set  forth  in  "Federal
                                     Income Tax Consequences"  beginning on page
                                     49.

                                     We have not  obtained  a tax  opinion as to
                                     the tax  treatment of the Merger and how it
                                     may   affect   Dauphin,   GeoVax  or  their
                                     respective stockholders.

Q.  Who can help answer my       A.  If you have  questions  about the Merger or
    questions?                       if  you  need  additional  copies  of  this
                                     Information Statement you should contact:

                                     Andrew J. Kandalepas
                                     Dauphin Technology, Inc.
                                     1014 East Algonquin Road, Suite 111
                                     Shaumburg, IL 60174
                                     Tel: (847) 303-6566

                                       9


                                     You may also obtain additional  information
                                     about Dauphin from documents filed with the
                                     SEC by following  the  instructions  in the
                                     section  entitled  "Where You Can Find More
                                     Information" on page 61.

                         INFORMATION CONCERNING DAUPHIN

         Dauphin was formed on June 6, 1988 to engage in the computer  business.
We are  currently  an  inactive  corporation.  Our current  business  plan is to
commence  active   operations   through  the  completion  of  a  reverse  merger
transaction with another operating  company.  Dauphin has identified GeoVax as a
suitable acquisition target.

         In 1993 and 1994,  Dauphin  encountered severe financial  problems.  On
January 3, 1995,  Dauphin  filed a petition for relief  under  Chapter 11 of the
Federal  Bankruptcy Code in the United States Court for the Northern District of
Illinois,  Eastern  Division.  Dauphin  operated under Chapter 11 until July 23,
1996, when it was discharged as Debtor-in-Possession  and bankruptcy proceedings
were closed.

         Following its emergence from bankruptcy,  Dauphin was primarily engaged
in designing and marketing  mobile  hand-held,  pen-based  computers and set-top
boxes. Dauphin also was a provider of private,  interactive cable systems to the
extended stay hospitality industry. One of Dauphin's subsidiaries also performed
design services, specializing in hardware and software development, to customers
in the communications,  computer, video, and automotive industries.  Dauphin was
unsuccessful in these operations and terminated all operations in December 2003.

Business Plan

         Our current  business plan is to serve as a vehicle for the acquisition
of, or the merger or consolidation  with another company (a "Target  Business").
We have  identified  GeoVax as a suitable Target  Business.  If we are unable to
complete the proposed Merger with GeoVax, we will attempt to locate other Target
Businesses as potential merger partners.

         We intend to utilize our limited  current  assets,  equity  securities,
debt  securities,  borrowings or a  combination  thereof in effecting a business
combination  with a Target  Business  that we  believe  has  significant  growth
potential. Our efforts in identifying a prospective Target Business are expected
to emphasize  businesses  primarily  located in the United States;  however,  we
reserve  the right to acquire a Target  Business  located  primarily  elsewhere.
While we may, under certain circumstances,  seek to effect business combinations
with more than one Target  Business,  as a result of our  limited  resources  we
will,  in all  likelihood,  have the  ability to effect  only a single  business
combination.

         We may effect a business combination with a Target Business that may be
financially  unstable or in its early stages of  development  or growth.  To the
extent we effect a business  combination with a financially  unstable company or
an entity in its  early  stage of  development  or  growth  (including  entities
without  established  records of revenue or income);  we will become  subject to
numerous risks  inherent in the business and operations of financially  unstable
and early stage or potential  emerging  growth  companies.  In addition,  to the
extent  that we effect a  business  combination  with an  entity in an  industry
characterized  by a high  level of risk,  Dauphin  will  become  subject  to the
currently  unascertainable  risks of that  industry.  An extremely high level of
risk frequently characterizes certain industries, which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a particular
industry or Target  Business,  there can be no assurance  that we will  properly
ascertain or assess all risks.


                                       10


         Probable Lack of Business  Diversification.  As a result of our limited
resources,  in all likelihood,  we will have the ability to effect only a single
business  combination.  Accordingly,  the  prospects  for  our  success  will be
entirely  dependent  upon the future  performance of a single  business.  Unlike
certain  entities  that  have  the  resources  to  consummate  several  business
combinations or entities  operating in multiple  industries or multiple segments
of a single industry, it is highly likely that we will not have the resources to
diversify  our  operations  or benefit from the  possible  spreading of risks or
offsetting  of losses.  Our probable lack of  diversification  may subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to consummation of a business combination.  The prospects for
our success may become dependent upon the development or market  acceptance of a
single or  limited  number of  products,  processes  or  services.  Accordingly,
notwithstanding   the  possibility  of  capital  investment  in  and  management
assistance  to the Target  Business by us,  there can be no  assurance  that the
Target Business will prove to be commercially viable.

         No Independent Appraisal of Potential Acquisition Candidates. We do not
anticipate that we will obtain an independent appraisal or valuation of a Target
Business.   Therefore,  our  stockholders  will  need  to  rely  primarily  upon
management to evaluate a prospective business combination.

         Limited Ability to Evaluate  Management of a Target Business.  The role
of our present management,  following a business  combination,  cannot be stated
with any certainty. Although we intend to scrutinize closely the management of a
prospective   Target   Business  in  connection   with  our  evaluation  of  the
desirability  of  effecting a business  combination  with such Target  Business,
there can be no assurance that our assessment of such  management  will prove to
be correct.  While it is possible that certain of our directors or our executive
officers  will remain  associated  in some  capacities  with  Dauphin  following
consummation  of a business  combination,  it is unlikely  that any of them will
devote a substantial  portion of their time to the affairs of Dauphin subsequent
thereto.  Moreover,  there can be no  assurance  that such  personnel  will have
significant experience or knowledge relating to the operations of the particular
Target Business.  We also may seek to recruit additional personnel to supplement
the incumbent management of the Target Business.  There can be no assurance that
we will have the ability to recruit additional personnel or that such additional
personnel will have the requisite skills,  knowledge or experience  necessary or
desirable to enhance the  incumbent  management.  In  addition,  there can be no
assurance  that the future  management  of the Company  will have the  necessary
skills,  qualifications  or  abilities to manage a public  company  intending to
embark on a program of business development.

         Selection  of  a  Target   Business  and   Structuring  of  a  Business
Combination.  Our management  has  substantial  flexibility  in identifying  and
selecting a prospective  Target  Business  within the specified  businesses.  In
evaluating a prospective Target Business,  management will consider, among other
factors,  the  following:  (i) costs  associated  with  effecting  the  business
combination;  (ii) equity  interest in and opportunity for control of the Target
Business;  (iii) growth  potential of the Target  Business;  (iv) experience and
skill of  management  and  availability  of  additional  personnel of the Target
Business;  (v) capital  requirements of the Target  Business;  (vi)  competitive
position  of the  Target  Business;  (vii)  stage of  development  of the Target
Business;  (viii) degree of current or potential market acceptance of the Target
Business; (ix) proprietary features and degree of intellectual property or other
protection of the Target  Business;  (x) the financial  statements of the Target
Business;  and (xi) the  regulatory  environment  in which the  Target  Business
operates.

         The  foregoing  criteria  are not  intended  to be  exhaustive  and any
evaluation relating to the merits of a particular Target Business will be based,
to the extent  relevant,  on the above  factors as well as other  considerations
deemed   relevant  by  management  in  connection   with  effecting  a  business
combination  consistent  with our business  objectives.  In connection  with its

                                       11


evaluation of a prospective Target Business, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent  management and inspection of facilities,  as well as a review of
financial, legal and other information which will be made available to us.

         The time and costs  required to select and  evaluate a Target  Business
(including  conducting a due diligence  review) and to structure and  consummate
the  business  combination   (including   negotiating  relevant  agreements  and
preparing requisite documents for filing pursuant to applicable  securities laws
and state "blue sky" and corporation  laws) cannot presently be ascertained with
any degree of certainty.  Our current  executive officer and directors intend to
devote only a small  portion of their time to the  affairs of the  Company  and,
accordingly, consummation of a business combination may require a greater period
of time than if our  management  devoted  their full time to Dauphin's  affairs.
However,  each of our officers and directors  will devote such time as they deem
reasonably  necessary  to carry out the  business  and  affairs of the  Company,
including the evaluation of potential Target Businesses and the negotiation of a
business  combination  and,  as a  result,  the  amount of time  devoted  to the
business and affairs of the Company may vary significantly depending upon, among
other  things,  whether we have  identified a Target  Business or are engaged in
active negotiation of a business  combination.  Any costs incurred in connection
with the  identification  and evaluation of a prospective  Target  Business with
which a business combination is not ultimately consummated will result in a loss
to the Company and reduce the amount of capital available to otherwise  complete
a business combination or for the resulting entity to utilize.

         We  anticipate  that  various  prospective  Target  Businesses  will be
brought  to  our  attention  from  various  non-affiliated  sources,   including
securities  broker-dealers,  investment bankers,  venture capitalists,  bankers,
other members of the  financial  community and  affiliated  sources,  including,
possibly, our executive officer,  directors and their affiliates.  While we have
not yet ascertained  how, if at all, we will advertise and promote  Dauphin,  we
may elect to publish  advertisements in financial or trade publications  seeking
potential business  acquisitions.  While we do not presently anticipate engaging
the  services  of  professional   firms  that  specialize  in  finding  business
acquisitions on any formal basis (other than the independent investment banker),
we may engage such firms in the future, in which event we may pay a finder's fee
or other compensation.

         As a general rule,  Federal and state tax laws and  regulations  have a
significant  impact  upon the  structuring  of  business  combinations.  We will
evaluate the possible tax consequences of any prospective  business  combination
and will endeavor to structure a business  combination so as to achieve the most
favorable tax treatment to the Company, the Target Business and their respective
stockholders.  There can be no assurance  that the Internal  Revenue  Service or
relevant state tax authorities will ultimately assent to Dauphin's tax treatment
of a particular  consummated  business  combination.  To the extent the Internal
Revenue  Service or any relevant  state tax  authorities  ultimately  prevail in
recharacterizing  the tax  treatment  of a  business  combination,  there may be
adverse tax  consequences to Dauphin,  the Target Business and their  respective
stockholders.  Tax  considerations  as well as other  relevant  factors  will be
evaluated  in  determining  the  precise  structure  of  a  particular  business
combination,  which  could  be  effected  through  various  forms  of a  merger,
consolidation or stock or asset acquisition.

         There  currently are no  limitations  on our ability to borrow funds to
effect a  business  combination.  However,  our  limited  resources  and lack of
operating  history may make it difficult to borrow funds.  The amount and nature
of any borrowings by Dauphin will depend on numerous  considerations,  including
our capital  requirements,  potential lenders' evaluation of our ability to meet
debt service on borrowings and the then  prevailing  conditions in the financial
markets, as well as general economic conditions. We do not have any arrangements
with any bank or financial  institution to secure additional financing and there
can be no assurance  that such  arrangements  if required or  otherwise  sought,
would be available  on terms  commercially  acceptable  or otherwise in the best
interests of the Company.  Our  inability to borrow funds  required to effect or
facilitate  a  business  combination,  or to  provide  funds  for an  additional

                                       12


infusion of capital into a Target  Business,  may have a material adverse effect
on our financial condition and future prospects, including the ability to effect
a business  combination.  To the extent that debt financing ultimately proves to
be  available,  any  borrowings  may subject us to various  risks  traditionally
associated with indebtedness,  including the risks of interest rate fluctuations
and  insufficiency  of cash flow to pay principal and interest.  Furthermore,  a
Target Business may have already incurred debt financing and, therefore, all the
risks inherent thereto.

Competition

         We expect to encounter  intense  competition from other entities having
business objectives similar to that of Dauphin.  Many of these entities are well
established  and have extensive  experience in connection  with  identifying and
effecting business  combinations  directly or through affiliates.  Many of these
competitors possess greater financial, technical, human and other resources than
we do and there can be no  assurance  that  Dauphin  will  have the  ability  to
compete  successfully.  Our financial resources will be limited in comparison to
those of many of our competitors.  Further,  such competitors will generally not
be required  to seek the prior  approval  of their own  stockholders,  which may
enable them to close a business  combination  more  quickly than  Dauphin.  This
inherent competitive  limitation may compel us to select certain less attractive
business  combination  prospects.  There can be no assurance that such prospects
will permit us to satisfy our stated business objectives.

Uncertainty of Competitive Environment of Target Business

         In the event that we succeed in  effecting a business  combination,  we
will, in all likelihood,  become subject to intense competition from competitors
of the Target Business. In particular, certain industries which experience rapid
growth frequently attract an increasingly large number of competitors  including
competitors with increasingly greater financial, marketing, technical, human and
other  resources  than the initial  competitors  in the industry.  The degree of
competition  characterizing  the  industry of any  prospective  Target  Business
cannot presently be ascertained. There can be no assurance that, subsequent to a
business  combination,  we will  have  the  resources  to  compete  effectively,
especially to the extent that the Target Business is in a high-growth industry.

                   DAUPHIN MANAGEMENT DISCUSSION AND ANALYSIS

Overview

         Dauphin has been inactive and had no operations  since 2003.  Dauphin's
assets consist of a limited amount of cash.  Dauphin's expenses have been funded
through the sale of equity and debt securities and from short-term  loans.  From
2002 through  January  2006,  Dauphin  filed none of its required  Forms 10-K or
Forms 10-Q or other required  filings by the Securities and Exchange  Commission
due to its lack of capital and its  termination of operations.  In January 2006,
Dauphin filed its Form 10-K for the year ended  December 31, 2004. In June 2006,
Dauphin  filed its Form 10-K for the year ended  December  31, 2005 and its Form
10-Q for the quarter ended March 31, 2006. The financial statements for the year
ended  December  31, 2005 and for the quarter  ended March 31, 2006 are attached
hereto.

         Dauphin's  current  business  plan  is to  commence  active  operations
through the completion of a reverse merger  transaction  with another  operating
company.  Dauphin has identified GeoVax as a suitable  acquisition target. After
the Merger and as a result of the Name Change  Proposal,  Dauphin's name will be
GeoVax Labs, Inc.

         The  following  discussion  of our  financial  condition and results of
operations should be read in conjunction with our Financial Statements and Notes
thereto  that are  attached  as  annexes  to this  Information  Statement.  This

                                       13


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  contain  descriptions of our  expectations  regarding  future trends
affecting   our   business.   These   forward-looking   statements,   and  other
forward-looking  statements  made  elsewhere  in this  document.  The  following
discussion sets forth certain factors that we believe could cause actual results
to differ materially from those contemplated by the forward-looking statements.

Results of Operations

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005.

         Revenues.  Dauphin has no active  operations and we had no revenues for
the three months ended March 31, 2006 or the three months ended March 31, 2006.

         General and Administrative  Expenses.  For the three months ended March
31, 2006, we had general and administrative expenses of $319,157 which consisted
primarily  of  approximately  $166,475  in  professional  fees  and  $48,750  of
compensation  paid to our chief  executive  officer.  For the three months ended
March 31, 2005,  we had general and  administrative  expenses of $161,048  which
consisted  of  approximately   $43,000  in  professional  fees  and  $48,750  of
compensation paid to our chief executive officer.

         Interest  Expense.  For the three months  ended March 31, 2006,  we had
interest  expense of $17,897  compared to interest  expense of $15,000 for three
months ended March 31, 2005.

         Gain and Loss on  Accounting  for  Derivatives.  FAS 133,  as  amended,
establishes  accounting  and  reporting  standards  for  derivative  instruments
embedded  in other  contracts.  As  required  by SFAS 133,  Dauphin  records all
derivatives  on the balance  sheet at fair value.  Dauphin  reports as income or
loss in the  current  financial  statements  the change in the fair value of the
derivative  at the balance sheet date with that of the previous  reported  date.
For the three months ended March 31, 2006,  we had a gain of $94,749  attributed
to accounting  for derivative  securities.  For the three months ended March 31,
2005,  we  had a  loss  of  $30,583  attributed  to  accounting  for  derivative
securities.

         Loss.  For the three  months  ended  March 31,  2006,  we had a loss of
$242,305  which  included the non-cash gain of $94,749  attributed to accounting
for derivative  securities.  For the three months ended March 31, 2005, we had a
loss of $202,431.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

         Revenues. We discontinued our previous operations in 2003 and conducted
no operations in 2004 or 2005 and therefore, had no revenues.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  decreased to  approximately  $876,000 for the year ended  December 31,
2005 compared to $1,549,000 for the year ended December 31, 2004.

         Interest Expense.  Interest expense decreased to approximately  $62,000
for the year ended  December 31, 2005 from $337,000 for the year ended  December
31, 2004.  The decrease in interest  expense in 2005  resulted  largely from the
completion of the amortization of debt discount in the third quarter of 2004.

         Gain and Loss on  Accounting  for  Derivatives.  SFAS 133,  as amended,
establishes  accounting  and  reporting  standards  for  derivative  instruments
embedded  in other  contracts.  As  required  by SFAS 133,  Dauphin  records all

                                       14


derivatives  on the balance  sheet at fair value.  Dauphin  reports as income or
loss in the  current  financial  statements  the change in the fair value of the
derivative  at the balance sheet date with that of the previous  reported  date.
The derivatives  arose from the issuance of convertible  debentures and warrants
during 2005 and 2004.  Dauphin had a loss of $470,593  attributed  to derivative
accounting for the year ended December 31, 2005, compared to a gain of $227, 197
for the year ended December 31, 2004

         Loss on Discontinued Operations.  For the year ended December 31, 2004,
we had a loss of $548,865 attributed to discontinued operations.  We had no loss
attributed to discontinued operations for the year ended December 31, 2005.

         Loss.  Dauphin had a loss of $1,408,534 for the year ended December 31,
2005 compared to a loss of $2,207,806 for the period ended December 31, 2004.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

         Revenues.  As  described  in  Footnote 16 to the  financial  statements
herein, Dauphin substantially  discontinued its operations in the fourth quarter
of 2003.  Accounting rules dictate that results from our previous  operations be
treated as,  "Discontinued  Operations" for financial statement  purposes.  As a
result, revenues for the Company for 2004 and 2003 were $0.

         General  and  Administrative   Expenses.   General  and  Administrative
expenses increased to approximately  $1,549,000 for 2004 as compared to $677,000
for 2003. Losses from continuing operations were $1,658,941 and $735,159 in 2004
and 2003  respectively.  A material  part of the change in loss from  continuing
operations was due to the fair market adjustment of the derivative  liability at
each year  end.  General  and  administrative  expenses  for 2004  consisted  of
expenses associated with the issuance of common stock for reimbursement pursuant
to numerous agreements in lieu of cash to numerous consultants.

         Interest Expense.  Interest expense decreased to approximately $337,000
for the year ended  December 31, 2004 from $555,000 for the year ended  December
31, 2003.  The decrease in interest  expense in 2004 resulted from a decrease in
amortization of debt discount.

         Losses  from   Discontinued   Operations.   Losses  from   discontinued
operations  were  $548,865  and  $1,115,496  in 2004 and 2003  respectively.  We
recorded a loss on the sale of a discontinued subsidiary in 2003 of $1,226,425.

         Loss.  Dauphin had a loss of $2,207,806  for the period ended  December
31, 2004  compared to a loss of  $3,077,080  for the period  ended  December 31,
2003.

Liquidity and Capital Resources

At March 31, 2006

         Dauphin  has  incurred  a net  operating  loss in each  year  since its
founding and as of March 31, 2006, has an accumulated deficit of $71,776,718. We
expect to incur operating losses over the foreseeable future even if we complete
the Merger.  As of March 31, 2006,  we had total  assets,  consisting of cash of
$11,124 and total  liabilities  of $5,968,621,  consisting of accounts  payable,
convertible debentures,  promissory notes and other liabilities. As of March 31,
2006 we had current  liabilities  in excess of current  assets of  approximately

                                       15


$5,957,000.  We anticipate that approximately $3,092,000 of our liabilities will
convert into shares of our common stock if the Merger is  completed.  Subsequent
to March 31, 2006,  Dauphin entered into two 2% convertible loan agreements with
one  investor  in  exchange  for  $2,000,000  in  cash.  Each of the  loans  are
unsecured,  are due at December  31, 2006 and will be  converted to common stock
immediately prior to the closing of the transaction described herein.

At December 31, 2005

         Dauphin  has  incurred  a net  operating  loss in each  year  since its
founding and as of December 31, 2005, has an accumulated deficit of $71,534,413.
We expect to incur  operating  losses over the  foreseeable  future,  even if we
complete the Merger.  There can be no assurance that Dauphin will ever achieve a
profitable level of operations or if  profitability is achieved,  that it can be
sustained.

         For the year ended  December  31,  2005 we used  $1,191,525  of cash in
operating activities from continuing operations and generated $1,496,993 of cash
from financing activities and used $234,916 of cash for discontinued  operations
that produced an increase in cash of $70,552 for the year.  Financing activities
consisted  primarily of the issuance of  convertible  loans for $626,400 and the
sale of  preferred  stock for  $550,000.  As of December  31,  2005  Dauphin had
current liabilities in excess of current assets of approximately $5,715,000. The
Consolidated Statements of Cash Flows, included in this report, detail the other
sources and uses of cash and cash equivalents.

         Dauphin has funded losses from operations in the current year primarily
from the issuance of debt and the sale of Dauphin's  preferred  stock in private
placement  transactions,  and will require additional funding from these sources
to sustain its future operations.  Dauphin anticipates that the issuance of debt
will continue to fund operating losses in the short-term.  There is no assurance
that  Dauphin  will be  successful  in raising  the funds  needed to sustain its
operations.

Off-Balance Sheet Arrangements

         Dauphin  has  no  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors. Critical Accounting Policies

         Dauphin's critical accounting policies include the following:

         Stock  Options  and  Warrants.   In  accordance   with  SFAS  No.  123,
"Accounting for Stock-Based  Compensation,"  Dauphin estimates the fair value of
the  consideration  recorded  for stock  options and  warrants  issued using the
Black-Scholes  option-pricing  model.  For those stock options and warrants that
have variable characteristics,  Dauphin will continue to use this methodology to
periodically  reassess the fair value of the  consideration  to determine if the
value of the  consideration  recorded in the consolidated  financial  statements
requires  adjustment.  Changes  in the  assumptions  used in the  option-pricing
model,  including  the market  price of  Dauphin's  common  stock and  risk-free
interest  rates,  may result in  fluctuations  in the  estimated  fair value and
carrying value of the  consideration  recorded for variable  non-employee  stock
options and warrants.

         Share-Based Payments is an amendment of FASB Statements No. 123 and 95.
FAS  No.  123(R)  and  replaces  FAS  No.  123,   Accounting   for   Stock-Based
Compensation,  and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees.  This  statement  requires  companies to recognize  the fair value of
stock  options and other  stock-based  compensation  to employees  prospectively
beginning  with the first  interim  or annual  period of the first  fiscal  year

                                       16


beginning  after December 15, 2005.  This means that the Company was required to
implement  FAS No. 123(R) no later than the quarter  beginning  January 1, 2006.
Therefore, the Company adopted the modified prospective method of FAS No. 123(R)
on January 1, 2006.

         Income Taxes. Dauphin accounted for income taxes in accordance with the
asset  and  liability  method of  accounting  for  income  taxes  prescribed  by
Statement of  Financial  Accounting  Standards  No. 109,  Accounting  for Income
Taxes. Under the asset and liability method, deferred tax assets and liabilities
were  recognized  for the future tax  consequences  attributable  to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities
were measured using enacted tax rates expected to apply to the taxable income in
the years in which those  temporary  differences are expected to be recovered or
settled.

Interest Rate Risk

         We  anticipate  that a  substantial  amount of our future  debt and the
associated  interest expense will be subject to changes in the level of interest
rates. Increases in interest rates would result in increased interest expense.

Inflation

         Dauphin  does not believe that  inflation  will  negatively  impact its
business plans.

Quantitative and Qualitative Disclosures about Market Risk

         Interest Rate Sensitivity.  All of Dauphin's long-term debt is at fixed
rates; therefore, the fair value of these instruments is not affected by changes
in market interest rates.

         Foreign Currency Exchange Risk. Dauphin was exposed to foreign exchange
risks  through  its  branch  operation  in  Greece  and  has  been  included  in
discontinued operations for the year ended December 31, 2004.

                          INFORMATION CONCERNING GEOVAX

         GeoVax is a development  stage  biotechnology  company  established  to
develop,  license and  commercialize  the manufacture and sale of human vaccines
for diseases caused by Human Immunodeficiency Virus ("HIV") and other infectious
agents. GeoVax was incorporated in Georgia on June 27, 2001.

Overview

         AIDS is considered by many in the scientific  and medical  community to
be the most lethal infectious disease in the world. According to the 2006 Report
on the Global  AIDS  Epidemic  published  by UNAIDS  (the Joint  United  Nations
Programme on HIV/AIDS);  the number of people living with HIV continues to grow,
from 35 million in 2001 to  approximately  38 million in 2005,  the most  recent
year reported.  Approximately  25 million people have died since the first cases
of AIDS were  identified in 1981 and,  during 2005;  approximately  four million
people  became  newly  infected  with HIV.  According to an  International  AIDS
Vaccine Research  Institute (IAVI) report dated June 13, 2005, the global market
for a safe and effective  AIDS vaccine has been  estimated at  approximately  $4
billion.

                                       17


         The standard approach to treating HIV infection has been to lower viral
loads by using drugs,  reverse  transcriptase  inhibitors  ("RTIs") and protease
inhibitors ("PIs"), or a combination of these drugs, to inhibit two of the viral
enzymes that are necessary  for the virus to reproduce.  The cost of these drugs
range  from  $12,000  per year to  $60,000  per year.  However,  HIV is prone to
genetic  changes that can produce strains of HIV that are resistant to currently
approved  RTIs and PIs.  Generally,  HIV that is  resistant to one drug within a
class is likely to become resistant to the entire class,  meaning that it may be
impossible  to  re-establish  suppression  of a  genetically  altered  strain by
substituting  different RTI and PI combinations.  Furthermore,  these treatments
continue to have significant limitations, such as viral resistance, toxicity and
patient  non-adherence to the complicated  treatment regimens. As a result, over
time, many patients develop  intolerance to these  medications or simply give up
taking  the  medications  due to the  side  effects  and  the  difficult  dosing
regimens.

         According  to  International  AIDS  Vaccine  Initiative,  the  cost and
complexity  of new  treatment  advances for AIDS puts them out of reach for most
people in the countries  where  treatment is needed the most and as noted above,
in industrialized nations, where drugs are more readily available,  side effects
and increased  rates of viral  resistance  have raised concerns about their long
term use. AIDS vaccines,  therefore,  are seen by many as the most promising way
to end the HIV/AIDS  pandemic.  It is expected that vaccines for HIV/AIDS,  once
developed, will be used internationally by any organization that provides health
care services,  including hospitals,  medical clinics, the military, prisons and
schools.

Products in Development

         HIV infection  severely  damages the immune system,  the body's defense
against  disease.  HIV infects and gradually  destroys  T-cells and macrophages,
both  white  blood  cells  that  play key  roles in  protecting  humans  against
infectious  disease  caused  by  viruses,   bacteria,  fungi,  yeast  and  other
micro-organisms.  Opportunistic  infections  by  organisms,  normally  posing no
problem for control by a healthy immune  system,  can ravage persons with immune
systems damaged by HIV.  Destruction of the immune system occurs over years. The
average onset of AIDS,  the final stage of HIV  infection,  usually occurs after
eight to 10 years of HIV infection.

         There are several  AIDS-causing  HIV-1 virus subtypes that are found in
different  regions of the world. The three most prevalent  subtypes are A, B and
C. The predominant subtype found in Europe, North America,  South America, Japan
and Australia is B, whereas the  predominant  subtypes in Africa are A and C and
in India the predominant subtype is C. Each subtype is at least 20% different in
its  genetic  sequence  from other  subtypes.  These  differences  may mean that
vaccines  against one  subtype may be only  partially  effective  against  other
subtypes,  although this is not yet certain.  GeoVax plans to develop regionally
formulated  AIDS vaccines  comprised of various  preparations,  depending on the
HIV-1 subtype prevalence in a geographic area of the world.

         GeoVax's  operations to date have been focused on the  development  and
testing  of its  AIDS  vaccine  candidates  which  are  based  on DNA  and  rMVA
technology that have been developed by Dr. Harriet  Robinson of Emory University
and Chairperson of the GeoVax  Scientific  Advisory Board in collaboration  with
scientists  at the Centers for Disease  Control and the National  Institutes  of
Health (NIH).  These vaccines  operate by stimulating  multiprotein  T-cells and
antibody responses against the AIDS virus in the recipient.

         The vaccines are comprised of two distinct vaccine components,  DNA and
recombinant  MVA (Modified  Vaccinia  Ankara)  virus.  Both the DNA and the rMVA
vaccines express multiple HIV-1 proteins in the vaccinated  individual.  The DNA
is used to prime the immune  response,  the efficacy of which is enhanced by the
rMVA  vaccination,  which boosts the immune  response.  GeoVax believes that the

                                       18


vaccines  provide  broad  protection  against a large segment of the AIDS virus,
thus  preventing  virus escape,  large scale viral  replication and the onset of
clinical signs of AIDS in the vaccinated individual.

         The vaccines  underwent  efficacy  trials in  non-human  primates for a
period of over 42 months.  In these  pre-clinical  trials,  22 out of 23 monkeys
were protected against AIDS while 5 out of 6 non-vaccinated control animals died
of clinical AIDS.  Following these animal trials, the vaccines were approved for
Phase I trials  on humans by the US Food and Drug  Administration  ("FDA").  The
trials were  conducted by HIV Vaccine Trials  Network,  a division of NIAID-NIH.
These  trials began in January  2003 and were  satisfactorily  concluded in June
2004.

         The  start of a  series  of four  additional  human  trials  evaluating
GeoVax's  AIDS  vaccines at four  locations in the United  States began in April
2006. These human trials are designed to determine if GeoVax's vaccines are safe
and will stimulate the level of immune responses  (T-cell and antibody) that may
protect against the development of clinical signs of AIDS. Increasing numbers of
people will be included in each successive trial in the series. These trials are
intended to provide human data that indicates  GeoVax's vaccine is safe and that
it has the capability to protect vaccinated  individuals against the development
of AIDS.

Research and Development

         During 2005,  GeoVax spent  $1,640,814 on its research and  development
efforts. GeoVax spent $2,566,902 and $1,456,094, in 2004 and 2003, respectively,
on research and  development  of its  vaccines.  As its vaccines  continue to go
through the process to obtain regulatory  approval,  GeoVax expects its research
and development costs to continue to increase significantly as even larger human
trials  proceed in the United  States and foreign  countries.  GeoVax  estimates
that, to date,  more than $28 million has been spent on the  development  of the
GeoVax AIDS vaccines by GeoVax and its collaborators.

Government Regulation

         Regulation by  governmental  authorities in the United States and other
countries is a significant  factor in GeoVax's  ongoing research and development
activities and in the manufacture of its products under  development.  Complying
with these regulations involves a considerable amount of time and expense.

         In the United States,  drugs are subject to rigorous federal regulation
and, to a lesser extent,  state regulation.  The Federal Food, Drug and Cosmetic
Act, as amended (the "FDC Act"), and the regulations promulgated thereunder, and
other federal and state statutes and regulations govern, among other things, the
testing,  manufacture,  safety,  efficacy,  labeling,  storage,  record keeping,
approval,  advertising and promotion of medications and medical devices. Product
development  and  approval  within this  regulatory  framework  is  difficult to
predict, takes a number of years and involves great expense.

         The steps required before a pharmaceutical agent may be marketed in the
United States include:

         o    pre-clinical  laboratory tests, in vivo  pre-clinical  studies and
              formulation studies;

         o    the submission to the Food and Drug  Administration (the "FDA") of
              an  Investigational  New Drug Application (IND) for human clinical
              testing which must become  effective  before human clinical trials
              can commence;

         o    adequate and  well-controlled  human clinical  trials to establish
              the safety and efficacy of the product;

                                       19


         o    the submission of a New Drug Application to the FDA; and

         o    FDA approval of the New Drug  Application  prior to any commercial
              sale or shipment of the product.

         In addition to obtaining FDA approval for each  product,  each domestic
manufacturing  establishment  must be registered with, and approved by, the FDA.
Domestic manufacturing establishments are subject to biennial inspections by the
FDA and must comply with the FDA's Good  Manufacturing  Practices  for products,
drugs and devices.

         GeoVax  has  completed  the  pre-clinical  laboratory  tests,  in  vivo
pre-clinical   studies  and  formulation   studies  and  has  submitted  an  IND
(Investigational  New Drug  application)  to the FDA,  which has been  approved.
Independent  clinical  trials are  currently  being  conducted by HVTN,  the HIV
Trials Network Division of NIH-NIAID. One clinical trial has been satisfactorily
concluded and a series of an additional four trials began in April 2006.

Pre-clinical Trials

         Pre-clinical  testing includes  laboratory  evaluation of chemistry and
formulation,  as well as cell culture and animal studies to assess the potential
safety and efficacy of the product.  Pre-clinical safety tests must be conducted
by  laboratories  that comply with FDA  regulations  regarding  Good  Laboratory
Practices.  The results of pre-clinical testing are submitted to the FDA as part
of the IND application and are reviewed by the FDA prior to the  commencement of
human  clinical  trials.  Unless  the FDA  objects  to an IND,  the IND  becomes
effective 30 days following its receipt by the FDA.

Clinical Trials

         Clinical  trials  involve the  administration  of the AIDS  vaccines to
healthy volunteers or to patients under the supervision of a qualified principal
investigator.  Clinical  trials are conducted in accordance  with the FDA's Good
Clinical  Practices  standard under  protocols that detail the objectives of the
study, the parameters to be used to monitor safety and the efficacy  criteria to
be  evaluated.  Each  protocol  must be submitted to the FDA as part of the IND.
Further,  each  clinical  study  must be  conducted  under  the  auspices  of an
independent  institutional  review board at the institution where the study will
be conducted.  The institutional review board will consider, among other things,
ethical factors,  the safety of human subjects and the possible liability of the
institution.

         Clinical trials are typically conducted in three sequential phases, but
the phases may overlap. In Phase I, the initial introduction of the product into
healthy human  subjects,  the drug is tested for safety  (adverse side effects),
absorption,  dosage  tolerance,  metabolism,  bio-distribution,   excretion  and
pharmacodynamics  (clinical  pharmacology).  Phase II is the proof of  principal
stage and involves studies in a limited patient population in order to determine
the efficacy of the product for specific, targeted indications, determine dosage
tolerance  and optimal  dosage and  identify  possible  adverse side effects and
safety  risks.  When there is evidence that the product may be effective and has
an  acceptable  safety  profile  in Phase II  evaluations,  Phase III trials are
undertaken to further evaluate  clinical  efficacy and to test for safety within
an expanded patient population at geographically dispersed multi-center clinical
study sites.  Phase III frequently  involves  randomized  controlled trials and,
whenever possible, double blind studies. The manufacturer or the FDA may suspend
clinical   trials  at  any  time  if  either   believes  that  the   individuals
participating in the trials are being exposed to unacceptable health risks.

                                       20


New Drug Application and FDA Approval Process

         The results and details of the AIDS vaccine  development,  pre-clinical
studies and clinical  studies are submitted to the FDA in the form of a New Drug
Application.  If the New Drug  Application  is approved,  the  manufacturer  may
market the product in the United States.

International Approval

         Whether or not the FDA has approved the drug,  approval of a product by
regulatory  authorities  in  foreign  countries  must be  obtained  prior to the
commencement of commercial sales of the drug in such countries. The requirements
governing  the conduct of clinical  trials and drug  approvals  vary widely from
country to country,  and the time required for approval may be longer or shorter
than that required for FDA approval.

Other Regulations

         In addition to FDA regulations,  GeoVax business activities may also be
regulated  by  the  Occupational   Safety  and  Health  Act,  the  Environmental
Protection Act, the Toxic Substances Control Act, the Resource  Conservation and
Recovery Act and other  present and  potential  future  federal,  state or local
regulations.  Violations of regulatory  requirements  at any stage may result in
various adverse consequences, including regulatory delay in approving or refusal
to approve a product,  enforcement  actions,  including  withdrawal of approval,
labeling restrictions,  seizure of products,  fines, injunctions and/or civil or
criminal  penalties.  Any product that GeoVax develops must receive all relevant
regulatory approvals or clearances before it may be marketed.

Competition

         FDA and other regulatory approvals of GeoVax vaccines have not yet been
obtained  and GeoVax has not yet  generated  any revenues  from  product  sales.
GeoVax's future  competitive  position  depends on its ability to obtain FDA and
other  regulatory  approvals of its vaccines and to license or sell the vaccines
to third parties on favorable terms.

         Overall, the  biopharmaceutical  industry is competitive and subject to
rapid  and  substantial  technological  change.  There  are many  companies  and
individuals  conducting  research  and  development  activities  in the  area of
HIV/AIDS vaccines, all of which may compete with GeoVax.  Developments by others
may  render  GeoVax's  proposed  vaccination   technologies   noncompetitive  or
obsolete,  or GeoVax may be unable to keep pace with technological  developments
or  other  market  factors.  Technological  competition  in  the  industry  from
pharmaceutical and biotechnology companies, universities,  governmental entities
and others  diversifying  into the field is intense and is expected to increase.
Many  of the  pharmaceutical  companies  that  compete  with  GeoVax  are  huge,
multinational corporations, such as Merck & Co., Chiron Inc. and Aventis-Pasteur
that have  significantly  greater  research and  development  capabilities  than
GeoVax has as well as substantially more marketing, manufacturing, financial and
managerial  resources.  In addition,  acquisitions  of, or investments in, small
pharmaceutical  or  biotechnology  companies  by such large  corporations  could
increase  their  research,   financial,   marketing,   manufacturing  and  other
resources.  Competitor  technologies  may  ultimately  prove to be  safer,  more
effective or less costly than any vaccine that GeoVax develops.  GeoVax does not
currently represent a competitive presence in the HIV/AIDS vaccine market. There
currently  is no FDA  licensed and  commercialized  AIDS vaccine or  competitive
vaccine available in the world market.

                                       21


Intellectual Property

         GeoVax is the  exclusive  licensee of 12 patents  and other  technology
(the "Emory  Technology")  owned or  otherwise  controlled  by Emory  University
("Emory") pursuant to a License Agreement  originally entered into on August 23,
2002 and restated on June 23, 2004 (the "License Agreement").  In exchange for a
worldwide,   exclusive,   non-transferable   right  and  license  to  the  Emory
Technology, GeoVax:

         o    issued to Emory 1,188,000 shares of common stock;
         o    agreed to pay to Emory an  annual  royalty  equal to a  percentage
              (5%,  6%,  6.5% or 7.5%,  depending  on the  amount of  cumulative
              world-wide net sales) of cumulative world-wide net sales;
         o    agreed to pay milestone payments of cash as the products made from
              the Emory Technology are developed, approved and launched;
         o    agreed to pay minimum  royalties of $3,000,000 for the third year,
              $6,000,000 for the fourth year,  $9,000,000 for the fifth year and
              $12,000,000 for the sixth year following the launch of any product
              made from the Emory Technology;
         o    in the event that no milestone payment is paid during any calendar
              year as to any product made from the Emory  Technology,  agreed to
              pay a maintenance fee of $100,000 on the fourth anniversary of the
              License  Agreement,  $200,000  on  the  fifth  anniversary  of the
              License  Agreement,  $1,000,000  on the sixth  anniversary  of the
              License  Agreement and $1,500,000 on every subsequent  anniversary
              of the License Agreement through expiration.

         The License  Agreement  expires on the  expiration  date of the last to
expire of the patents licensed thereunder.

         GeoVax may not use the Emory  Technology for any purpose other than the
purposes permitted by the License  Agreement,  allow any person to access or use
the  Emory  Technology  or  advertise,  market,  sell or  distribute  the  Emory
Technology

         Emory also reserved the right to use the Emory Technology for research,
educational and non-commercial  clinical purposes.  The United States Government
also has the  irrevocable,  royalty-free,  paid-up  right to  practice  and have
practiced certain patents throughout the world.

         GeoVax is also the exclusive  licensee of five patents from MFD,  Inc.,
an entity controlled by Henry B. Kopf, the inventor (the `MFD Patents") pursuant
to a license agreement dated December 26, 2004 (the "MFD License Agreement"). In
exchange for 83,333  shares of GeoVax common stock which was valued at $1.20 per
share by the  parties,  GeoVax  obtained a fully paid,  worldwide,  irrevocable,
exclusive  license  in and to the MFD  Patents to use,  market,  offer for sale,
sell,  lease and  import  for any AIDS and  smallpox  vaccine  made with  GeoVax
technology  and  non-exclusive  rights for other  products.  The term of the MFD
License  Agreement ends on the expiration  date of the last to expire of the MFD
Patents.

         GeoVax is also a  non-exclusive  licensee of four patents  owned by the
NIH. The license  agreement with NIH (the "NIH License  Agreement")  was entered
into on July 10, 2003 and subsequently amended on April 7, 2004. Pursuant to the
NIH License  Agreement,  GeoVax licensed the patent rights and certain materials
for the purpose of laboratory  experiments conducted to evaluate the suitability
for  commercial  development  of the patent  rights and  materials.  GeoVax paid
$2,000 to NIH upon the  execution of the original NIH License  Agreement  and an
additional  $2,000  upon  the  execution  of the  amendment  to the NIH  License
Agreement.  The NIH  License  Agreement  is  expected  to  continue on an annual
renewable basis.

                                       22


Property

         GeoVax  rents   laboratory   facilities   and  equipment   from  EmTech
Biotechnology  Development,  Inc.  pursuant to a sublease  signed on December 1,
2001. The facilities are located at 1256 Briarcliff Road, Atlanta, Georgia 30318
and are owned by Emory University. The sublease term is month-to-month. Pursuant
to the sublease, the monthly rent for the facilities is approximately $3,000 per
month.

GeoVax Outstanding Securities

         As of June 29, 2006,  GeoVax had issued a total of 10,548,648 shares of
common stock, no par value, to a total of 25 stockholders.  As of June 29, 2006,
GeoVax also had issued a total of 5,987,520  shares of Series A Preferred  Stock
to one stockholder.

         There is no public trading market for GeoVax's securities.

         GeoVax  has never  declared  or paid any cash  dividends  on its common
stock  and  does  not  expect  to  declare  or pay  any  cash  dividends  in the
foreseeable future.

         On December 20, 2002,  the GeoVax  Board of Directors  adopted,  and on
December,  19, 2003,  the  stockholder  holding a majority of the GeoVax  voting
stock  approved,  the 2002 Stock Option and  Incentive  Plan (the "Plan")  under
which  options  designated as either  incentive  ("ISO") or  nonqualified  stock
options  may be  issued  to  employees,  officers,  directors,  consultants  and
independent  contractors.  The exercise  price for any option granted may not be
less than fair value (110% of fair value for ISOs granted to certain  employees)
and may be  exercised  for a period  of up to ten  years  from the date of grant
(with the exception of certain  ISOs,  which will have a term not to exceed five
years).  Options  granted  under  the Plan have  vesting  periods  ranging  from
immediately to four years.  GeoVax reserved 1,650,000 shares of common stock for
issuance under the Plan.

         The following  table sets forth, as of December 31, 2005, the number of
securities  to be issued upon  exercise of  outstanding  options,  the  weighted
average  exercise price of the outstanding  options and the number of securities
remaining available for future issuance under the Plan.




                                  Equity Compensation and Consultant Plan Information

                                                                                           Number of securities
                                                                                         remaining available for
                                       Number of securities to     Weighted average      future issuance under the
                                       be issued upon exercise     exercise price of     equity compensation plan
                                       of outstanding options,   outstanding options      (excluding securities
                                         warrants and rights     warrants and rights     reflected in column (a)
            Plan Category                        (a)                     (b)                        (c)
-------------------------------------- ------------------------- --------------------- -------------------------------

                                                                                           
Shareholder Approved                          1,172,000                 $1.26                       -0-

Not Approved by Stockholders                     N/A                     N/A                        N/A



                                       23


Financial Statements

         The  financial  statements  of GeoVax for the years ended  December 31,
2005 and  December  31, 2004 and for the three  months  ended March 31, 2006 are
attached  hereto.   Also  attached  hereto  is  unaudited   proforma   financial
information giving effect to the Merger.

                   GEOVAX MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

         Management's  discussion  and  analysis  of results of  operations  and
financial  condition  are  based  upon  GeoVax's  financial  statements.   These
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America. These principles require management to
make  certain  estimates,  judgments  and  assumptions  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  On an on-going basis, GeoVax evaluates these
estimates based on historical  experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

Critical Accounting Policies and Estimates

         GeoVax has  identified  the  following  accounting  principles  that it
believes  are  key  to an  understanding  of  its  financial  statements.  These
important  accounting policies require  management's most difficult,  subjective
judgments.

         Other Assets - Other assets consist  principally of license  agreements
for technology use obtained  through the issuance of GeoVax common stock.  These
license agreements are amortized on a straight line basis over ten years.

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

         Revenue  Recognition  - Revenue  consists of  subcontracted  government
grant  revenue  received  pursuant  to  collaborative  arrangements  with  Emory
University. Revenues from these collaborative research arrangements are deferred
and recorded as income as the related costs are incurred.

         Stock-Based  Compensation - Effective  January 1, 2006,  GeoVax adopted
Statement of Financial  Accounting  Standards  ("SFAS")  No.123  (revised 2004),
Share-Based   Payment,   which  requires  the  measurement  and  recognition  of
compensation  expense  for  all  share-based  payments  made  to  employees  and
directors  based on  estimated  fair  values on the grant  date.  SFAS No.  123R
replaces SFAS No. 123, Accounting for Stock-Based  Compensation,  and supersedes
Accounting  Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees.

         GeoVax  has  adopted  SFAS No.  123R  using  the  modified  prospective
application  method  which  requires it to record  compensation  cost related to
unvested  stock awards as of December 31, 2005 by  recognizing  the  unamortized
grant date fair value of those awards over the remaining service periods with no

                                       24


change in historical  reported earnings.  Awards granted after December 31, 2005
are valued at fair value in accordance  with the provisions of SFAS No. 123R and
recognized  on a straight  line basis over the  service  periods of each  award.
GeoVax did not grant or modify  any  share-based  compensation  during the three
months ended March 31, 2006.

         Prior to January 1, 2006, GeoVax accounted for stock-based compensation
using the  intrinsic  value  method in  accordance  with APB  Opinion No. 25 and
applied the  disclosure  provisions of SFAS No. 123, as amended by SFAS No. 148,
Accounting for Stock-Based Compensation and Disclosure.  Under those provisions,
GeoVax  provided  pro  forma  disclosures  as  if  the  fair  value  measurement
provisions of SFAS No. 123 had been used in  determining  compensation  expense.
GeoVax used a minimum  value  option-pricing  model to  determine  the pro forma
impact on its net income. This model utilizes certain  information,  such as the
interest rate on a risk-free security maturing generally at the same time as the
option being valued and requires certain other assumptions, such as the expected
amount of time an option will be  outstanding  until it is exercised or expired,
to calculate the fair value of stock options granted.

Plan of Operation

         GeoVax is a development stage biotechnology company. GeoVax was founded
in June 2001 by Mr. Donald Hildebrand, Dr. Harriet Robinson and Emory University
for the purpose of developing, licensing and commercializing the manufacture and
sale of human  vaccines  for  diseases  caused by Human  Immunodeficiency  Virus
("HIV") and other infectious  agents.  GeoVax' research and development  efforts
are lead by Dr. Robinson, who has a Master's Degree in biochemistry,  a Ph.D. in
microbiology  and 30 years of teaching and research  experience in the fields of
vaccinology and immunology and Mr. Hildebrand,  a microbiologist  with extensive
domestic and international  industrial  experience in vaccine research,  product
development and corporate management.

         GeoVax'  capital  requirements,  particularly as they relate to product
research  and  development,  have  been and  will  continue  to be  significant.
However, it has not, and due to the significant period of time that it will take
to obtain  regulatory  approval of its products,  it will not, generate revenues
from its products for at least several years,  if at all.  GeoVax has funded its
operations  to date by  obtaining  research  grant  funding  and by selling  its
securities.  On one  occasion,  GeoVax  obtained  a short  term loan from  Emory
University, which has been repaid.

         GeoVax  intends to continue to seek FDA approval of its products.  This
may take several months, and may even take years.  Following the Merger,  GeoVax
anticipates  that it will have  sufficient  funds to complete  the FDA  approval
process for its currently  existing  products.  If the funds on hand are not, in
fact, sufficient to complete the process necessary to obtain FDA approval on its
currently  existing  products,  GeoVax  would be required  to obtain  additional
capital,  which would likely come from grants,  from offerings of its securities
or  from  loans.  If  the  funds  on  hand  following  the  Merger  prove  to be
insufficient  to obtain FDA approval of its products,  GeoVax  cannot  guarantee
that  additional  financing  will be available to it, on acceptable  terms or at
all. If GeoVax fails to obtain  financing as needed,  either through an offering
of its  securities  or by obtaining  additional  loan or grant money,  it may be
unable to maintain its operations.

Comparison  of the  Three Months Ended March 31, 2006 to the Three Months  Ended
March 31, 2005

         During the three months  ended March 31, 2006 GeoVax  recorded no grant
revenue as compared to $165,327 during the three months ended March 31, 2005. At
March  31,  2006,  GeoVax  recorded  unearned  revenue  of  $852,905  which  was
associated  with  previously  received  federal  grants  for which  the  related
activities  and  expenses  have not yet been  incurred.  As  GeoVax  incurs  the

                                       25


expenses for which the grant money was designated, it will record the revenue as
earned.  Federal grant availability varies  considerably.  Because grant funding
from federal  agencies is primarily  allocated to basic research  projects,  the
availability  of federal  grant  money to GeoVax is  expected  to decline as its
research moves toward product  development  and human testing of formulated AIDS
vaccines.

         During the three months ended March 31, 2006,  GeoVax incurred $291,056
of research  and  development  expense as compared to $356,116  during the three
months ended March 31, 2005, a decrease of $65,060 or  approximately  18.3%. The
amount for the three months ended March 31, 2006 includes $62,350 of share-based
compensation expense associated with the adoption of SFAS No. 123R on January 1,
2006.  Excluding  this amount,  research and  development  expense  decreased by
$127,410,  or approximately  35.7%,  from the three months ended March 31, 2005.
Research and  development  expenses vary  considerably  on a quarter-to  quarter
basis,   depending  on  the  need  for  vaccine  manufacturing  and  testing  of
manufactured  vaccine  by  third  parties.   GeoVax  expects  its  research  and
development  costs to increase  later in 2006 as it  manufactures  more  vaccine
supplies for clinical trials in 2007.

         During the three months ended March 31, 2006,  GeoVax incurred  general
and administrative  costs of $151,647,  as compared to $116,696 during the three
months  ended  March 31,  2005,  an increase  of $34,951 or  approximately  30%.
General  and  administrative   costs  include  officers'  salaries,   legal  and
accounting   costs,   patent  costs,  and  amortization  and  accretion  expense
associated with intangible  assets and redeemable  preferred stock  outstanding.
General and  administrative  expense for the three  months  ended March 31, 2006
includes  $29,300  of  share-based  compensation  expense  associated  with  the
adoption of SFAS No. 123R on January 1, 2006. Excluding this amount, general and
administrative  expense  increased by $5,651,  or  approximately  4.8%, from the
three month period ended March 31, 2005.

         Other  income  (expense)  for the three months ended March 31, 2006 was
made up of $9,847 of interest  income as  compared to interest  income of $4,674
for the three  months ended March 31,  2005.  The interest  income was earned on
cash and cash equivalents, which totaled $652,718 on March 31, 2006.

         GeoVax had a net loss of $432,856  for the three months ended March 31,
2006, an increase of $130,045 or approximately  42.9%, as compared to a net loss
of $302,811 for the three months ended March 31, 2005. Of the $130,045  increase
in operating losses, $91,650 is attributable to the adoption of SFAS No. 123R on
January 1, 2006.

         As it was during the three  months  ended March 31,  2005,  the primary
source of cash  during the three  months  ended  March 31,  2006 was  previously
received  grant money and proceeds  derived from the sale of GeoVax  securities.
Net cash used in operating  activities for the three months ended March 31, 2006
was  $618,147 as compared to net cash used in operating  activities  of $842,627
for  the  three  months  ended  March  31,  2005,  a  decrease  of  $224,480  or
approximately  26.6%.  The primary uses of cash for the three months ended March
31, 2006 and March 31, 2005  consisted  of general  operating  costs and product
research and development expenses. Of the increase in net cash used in operating
activities,   $91,650  was  attributable  to  share-based  compensation  expense
associated  with the  adoption  of SFAS No.  123R.  Net cash  used in  investing
activities  for the three  months  ended March 31, 2006  totaled  $1,842 for the
purchase of property and  equipment,  as compared to $40,350 for the purchase of
property  and  equipment  that was used during the three  months ended March 31,
2005. No cash was provided by or used for financing  activities during the three
months ended March 31, 2006 and March 31, 2005.

         At March 31, 2006 cash and cash equivalents,  which totaled  $1,272,707
at December 31, 2005, were decreased by $619,989,  leaving  $652,718 in cash and
cash equivalents.

                                       26


Comparison  of the Fiscal Year ended  December 31, 2005 to the Fiscal Year ended
December 31, 2004

         During the  fiscal  year  ended  December  31,  2005,  GeoVax  recorded
$670,467 in grant  revenue as compared to $714,852  during the fiscal year ended
December  31,  2004,  a decrease of $44,385 or  approximately  6.2%.  During the
fiscal year ended  December 31, 2005,  GeoVax spent  $1,640,814  on research and
development as compared to $2,566,902  during the fiscal year ended December 31,
2004, a decrease of $926,088 or  approximately  36.1%.  GeoVax  expects that its
research and development costs will increase as it progresses  through the human
clinical trial process  leading up to possible  product  approval by the FDA. At
the same time, GeoVax expects that grant money from the federal  government will
decrease because grant funding from federal  agencies is primarily  allocated to
basic research projects.  Therefore,  the availability of federal grant money to
GeoVax is expected to decline as its research moves toward  product  development
and human testing of formulated AIDS vaccines.

         During the fiscal year ended December 31, 2005, GeoVax incurred general
and administrative costs of $655,199,  as compared to $524,780 during the fiscal
year ended  December 31, 2004, an increase of $130,419 or  approximately  24.9%.
General  and  administrative   costs  include  officers'  salaries,   legal  and
accounting   costs,   patent  costs,  and  amortization  and  accretion  expense
associated with intangible  assets and redeemable  preferred stock  outstanding.
General and administrative costs increased during the fiscal year ended December
31,  2005  primarily  as a result of  higher  patent  costs  and  administrative
personnel costs.

         Other income  (expense) for the fiscal year ended December 31, 2005 was
made up of  $16,073  of  interest  income and  $1,613 of  interest  expense,  as
compared  to interest  income of $25,002  and $-0- of  interest  expense for the
fiscal year ended December 31, 2004. The interest  income was earned on cash and
cash equivalents, which totaled $1,272,707 on December 31, 2005.

         GeoVax had a net loss of $1,611,086  for the fiscal year ended December
31,  2005 as  compared  to a net loss of  $2,351,828  for the fiscal  year ended
December 31, 2004, a decrease of $740,742 or  approximately  31.5%. The decrease
in operating loss is  attributable  to  fluctuations in the timing of activities
and related costs associated with the development of its products.

         The primary  source of cash during the fiscal year ended  December  31,
2005 was grant money and proceeds  derived  from the sale of GeoVax  securities.
Net cash used in  operating  activities  was  $1,807,069  during the fiscal year
ended December 31, 2005 as compared to $1,514,143  used in operating  activities
during the fiscal  year ended  December  31,  2004,  an  increase of $292,926 or
approximately  19.3%. This increase was due to several factors,  including lower
grant funding  received in 2005 as compared to 2004 and higher patent costs. The
primary uses of cash for the fiscal  years ended  December 31, 2005 and December
31,  2004  consisted  of  general  operating  costs  and  product  research  and
development  expenses.  GeoVax has applied for grants  from  various  government
agencies  that, if approved,  will provide  funding for the  development  of its
products;  however,  GeoVax  cannot be certain that it will be awarded any funds
through grants.

         Net  cash  used in  investing  activities  for the  fiscal  year  ended
December  31, 2005  totaled  $48,485,  as  compared to $7,070 used in  investing
activities for the fiscal year ended December 31, 2004. Investing activities for
both fiscal years  consisted of the purchase of property and  equipment.  During
the fiscal year ended  December  31, 2005,  GeoVax  received  $1,500,000  in net
proceeds  from the sale of common  stock as compared to $989,919 in net proceeds
received  from the sale of common  stock for the fiscal year ended  December 31,
2004,  an increase of $510,081 or 51.6%.  Its cash and cash  equivalents,  which
totaled  $1,628,261 at December 31, 2004,  were  decreased by $355,554,  leaving
$1,272,707 in cash and cash equivalents at December 31, 2005.

                                       27


Comparison of the  Fiscal Year ended December 31, 2004  to the Fiscal Year ended
December 31, 2003

         During the  fiscal  year  ended  December  31,  2004,  GeoVax  recorded
$714,852 in grant  revenue as compared to $992,720  during the fiscal year ended
December  31,  2003,  a decrease of $277,868 or  approximately  28%.  During the
fiscal year ended  December 31, 2004,  GeoVax spent  $2,566,902  on research and
development as compared to $1,456,084  during the fiscal year ended December 31,
2003, an increase of $1,110,818 or approximately  76.3%. GeoVax expects that its
research and development costs will increase as it progresses  through the human
clinical trial process  leading up to possible  product  approval by the FDA. At
the same time, GeoVax expects that grant money from the federal  government will
decrease because grant funding from federal  agencies is primarily  allocated to
basic research projects.  Therefore,  the availability of federal grant money to
GeoVax is expected to decline as its research moves toward  product  development
and human testing of formulated AIDS vaccines.

         During the fiscal year ended December 31, 2004, GeoVax incurred general
and administrative costs of $524,780,  as compared to $511,940 during the fiscal
year ended  December 31,  2003,  an increase of $12,840 or  approximately  2.5%.
General  and  administrative   costs  include  officers'  salaries,   legal  and
accounting   costs,   patent  costs,  and  amortization  and  accretion  expense
associated with intangible  assets and redeemable  preferred stock  outstanding.
There were no significant changes  year-to-year changes in the amount, or makeup
of Geovax's general and administrative costs.

         Other income  (expense) for the fiscal year ended December 31, 2004 was
made up of $25,002 of interest  income as compared to interest income of $31,556
for the fiscal year ended December 31, 2003.  The interest  income was earned on
cash and cash  equivalents,  which  totaled  $1,628,261  at December 31, 2004 as
compared to $2,159,555 at December 31, 2003.

         GeoVax had a net loss of $2,351,828  for the fiscal year ended December
31,  2004 as  compared  to a net loss of  $947,804  for the  fiscal  year  ended
December 31, 2003, an increase of $1,404,024 or approximately 148%. The increase
in operating loss is attributable  to the  significant  increase in research and
development costs combined with the decrease in grant revenue.

         The primary  source of cash during the fiscal year ended  December  31,
2004 was grant money and proceeds  derived  from the sale of GeoVax  securities.
Net cash used in  operating  activities  was  $1,514,143  during the fiscal year
ended  December 31, 2004 as compared to $235,729  used in  operating  activities
during the fiscal year ended  December 31, 2003, an increase of  $1,278,414,  or
approximately  542.3%. During the fiscal years ended December 31, 2004 and 2003,
cash was used primarily to fund GeoVax's general operating expenses and research
and development costs.

         Net  cash  used in  investing  activities  for the  fiscal  year  ended
December  31, 2004  totaled  $7,070,  as compared to $22,757  used in  investing
activities for the fiscal year ended December 31, 2003. Investing activities for
both fiscal years  consisted of the purchase of property and  equipment.  During
the fiscal  year ended  December  31,  2004,  GeoVax  received  $989,919  in net
proceeds from the sale of common stock as compared to $2,459,609 in net proceeds
received  from the sale of common  stock for the fiscal year ended  December 31,
2003, a decrease of $1,469,690 or 59.8%.  Its cash and cash  equivalents,  which
totaled  $2,159,555 at December 31, 2003,  were  decreased by $531,294 or 24.6%,
leaving $1,628,261 in cash and cash equivalents at December 31, 2004.

                                       28


                           FORWARD-LOOKING STATEMENTS

         Some of the  information  in  this  Information  Statement  constitutes
forward-looking statements. You can identify these statements by forward-looking
words  such  as  "may,"  "expect,"   "anticipate,"   "contemplate,"   "believe,"
"estimate,"  "intends,"  and  "continue"  or  similar  words.  You  should  read
statements that contain these words carefully because they:

         o    discuss future expectations;
         o    contain  projections  of future results of operations or financial
              condition; or
         o    state other "forward-looking" information.

         We believe it is  important  to  communicate  our  expectations  to our
stockholders. However, there may be events in the future that we are not able to
predict  accurately  or over  which we have no  control.  The risk  factors  and
cautionary language discussed in this Information  Statement provide examples of
risks,  uncertainties  and  events  that may  cause  actual  results  to  differ
materially   from  the   expectations   described   by  us  or   GeoVax  in  its
forward-looking statements.

         You are cautioned not to place undue reliance on these  forward-looking
statements, which speak only as of the date of this Information Statement.

         All  forward-looking  statements included herein attributable to any of
Dauphin,  GeoVax or any person  acting on either  party's  behalf are  expressly
qualified in their entirety by the cautionary  statements  contained or referred
to in this  section.  Except  to the  extent  required  by  applicable  laws and
regulations,  Dauphin  and  GeoVax  undertake  no  obligations  to update  these
forward-looking  statements to reflect events or circumstances after the date of
this Information Statement or to reflect the occurrence of unanticipated events.

                                  RISK FACTORS

         An  investment in Dauphin  following the Merger will include  different
risks than an investment in Dauphin on a stand-alone basis.  Moreover, by reason
of the pending  Merger,  and the resulting  change in the business of Dauphin as
compared  to  Dauphin's  business  as  currently  conducted,  the  nature of the
investment by each Dauphin stockholder will change significantly. In addition to
the other  information  contained  in or  incorporated  by  reference  into this
Information  Statement,  you should  carefully  review the risks described below
together  with  all  of the  other  information  included  in  this  information
statement.  For  convenience  purposes,  in this Risk Factor Section we refer to
Dauphin and GeoVax jointly as the "Combined Company."

Risks Related to the Merger

The  issuance of shares of Dauphin  common stock to GeoVax  stockholders  in the
Merger will substantially  dilute the percentage  ownership interests of current
Dauphin stockholders.

         If the  Merger is  completed,  we expect  that we will  issue to GeoVax
stockholders  approximately  490,332,879  shares of Dauphin common stock,  which
will be  approximately  67% of the shares of  Dauphin  common  stock  issued and
outstanding  immediately  following the Merger. The issuance of our common stock
to GeoVax  stockholders  will  cause a  significant  reduction  in the  relative
percentage interest of current Dauphin stockholders in Dauphin's future earnings
(if any), voting, liquidation book values and market capitalization.

                                       29


If the Merger is not completed,  we will have nonetheless  incurred  substantial
costs and our  financial  results  and  operations  and the market  price of our
common stock may be adversely affected.

         We have incurred and expect to continue to incur  substantial  costs in
connection with the proposed Merger.  These costs are primarily  associated with
the fees of financial  advisors,  attorneys,  accountants  and  consultants.  In
addition,  we have  diverted  significant  management  resources in an effort to
complete  the Merger and are  subject to  restrictions  contained  in the Merger
Agreement on the conduct of our  business.  If the Merger is not  completed,  we
will receive little or no benefit from these costs.

         In addition, if the Merger is not completed, we may experience negative
reactions  from the financial  markets  which may  adversely  affect the trading
price of our common stock.

Future sales of substantial amounts of our common stock may adversely affect our
market price.

         In connection  with the Merger,  we will issue a significant  number of
additional shares of our common stock to a small number of GeoVax  stockholders.
Although the Dauphin  shares to be issued in the Merger will not be  immediately
freely  tradable,   we  anticipate  such  shares  will  be  tradable  in  market
transactions   one  year  after  the  closing  of  the  Merger  subject  to  the
requirements of Rule 144 promulgated under the Securities  Exchange Act of 1934,
as amended.  Future  sales of  substantial  amounts of our common stock into the
public market,  or  perceptions  in the market that such sales could occur,  may
adversely affect the prevailing market price of our common stock.

The pro forma financial statements  presented for illustrative  purposes may not
be an indication  of the Combined  Company's  financial  condition or results of
operations following the Merger.

         The pro  forma  financial  statements  contained  in  this  Information
Statement  are  presented  for  illustrative  purposes  only  and  may not be an
indication  of  the  Combined  Company's   financial  condition  or  results  of
operations  following the Merger.  The pro forma financial  statements have been
derived  from the  financial  statements  of  Dauphin  and  GeoVax  and  certain
adjustments and assumptions  have been made regarding the Combined Company after
giving effect to the Merger.  The information  upon which these  adjustments and
assumptions  have been made is  preliminary,  and these kinds of adjustments and
assumptions  are difficult to make with  complete  accuracy.  Moreover,  the pro
forma  financial  statements  do not reflect  all costs that are  expected to be
incurred by the Combined Company in connection with the Merger. For example, the
impact of any incremental costs incurred in integrating the two companies is not
reflected  in the pro  forma  financial  statements.  As a  result,  the  actual
financial  condition and results of operations of the Combined Company following
the  Merger  may not be  consistent  with,  or  evident  from,  these  pro forma
financial statements.

         The assumptions  used in preparing the pro forma financial  information
may not  prove to be  accurate,  and  other  factors  may  affect  the  Combined
Company's financial condition or results of operations following the Merger. Any
potential decline in the Combined  Company's  financial  condition or results of
operations could cause the stock price of the Combined Company to decline.

The  completion  of the  Merger  is  subject  to the  satisfaction  or waiver of
conditions.

         The  Merger is  subject  to the  satisfaction  or waiver of a number of
closing  conditions set forth in the Merger  Agreement.  If these conditions are
not satisfied or waived, the Merger will not be completed.  Also, even if all of
these  conditions  are  satisfied,  the Merger may not be completed,  as each of
Dauphin and GeoVax has the right to terminate the Merger Agreement under certain
circumstances  specified in the Merger Agreement and described in greater detail
in "The Merger Agreement--Termination."

                                       30


Factors Affecting Business, Operating Results and Financial Condition

GeoVax is a development  stage company and, other than research and development,
has had no operations to date.

         GeoVax is a  development  stage  company  and, to date,  other than its
research and development activities, it has had no operations. GeoVax's products
are not ready for sale.  These factors raise  substantial  doubt about  GeoVax's
ability to continue in business. During the fiscal year ended December 31, 2005,
GeoVax  had  a  net  loss  of  $1,611,086  and a net  loss  since  inception  of
$5,699,477.

GeoVax's products are still being developed and are unproven. These products may
not be successful.

         In order to become  profitable,  GeoVax must generate  revenue  through
sales of its products, however its products are in varying stages of development
and testing. GeoVax's products have not been proven in human research trials and
have not been  approved  by any  government  agency for sale.  If GeoVax  cannot
successfully develop and prove its products, it will not become profitable.

GeoVax has sold no products or generated  any revenues and we do not  anticipate
any significant revenues to be generated in the foreseeable future.

         GeoVax  has  conducted  pre-clinical  trials  and is in the  process of
conducting  clinical  trials and will  continue to do so for several  more years
before it is able to  commercialize  its  technology.  There can be no assurance
that it will ever generate significant revenues.

Our post-Merger  business will require continued  funding.  If we do not receive
adequate funding, we may not be able to continue our operations.

         To date,  GeoVax has financed its  operations  principally  through the
private  placement  of common  and  preferred  stock.  We  estimate  that  after
consummation  of the Merger,  the Combined  Company  could  require  substantial
additional  financing at various  intervals  for our  operations,  including for
clinical  trials,  for  operating  expenses  including   intellectual   property
protection  and  enforcement,  for  pursuit  of  regulatory  approvals  and  for
establishing or contracting out  manufacturing,  marketing and sales  functions.
There is no assurance  that such  additional  funding will be available on terms
acceptable  to the Combined  Company or at all. If the  Combined  Company is not
able to secure the significant funding that is required to maintain and continue
its  operations  at  current  levels or at levels  that may be  required  in the
future,  it may  be  required  to  severely  curtail,  or  even  to  cease,  its
operations.

The Combined Company will be subject to the risks and uncertainties  inherent in
new businesses. Its failure to plan or forecast accurately could have a material
adverse impact on its development.

         The  Combined  Company  will be subject to the risks and  uncertainties
inherent in new businesses, including the following:

         o    it may not have  enough  money to develop its  products  and bring
              them to market;
         o    it may experience unanticipated development or marketing expenses,
              which may make it more difficult to develop its products and bring
              them to market;
         o    even if it is able to develop  products  and bring them to market,
              the Combined Company may not earn enough revenue from the sales of
              its products to cover the costs of operating its business.

                                       31


         If,  because  of the  Combined  Company's  failure  to plan or  project
accurately,  it is  unsuccessful  in its  efforts to develop  products or if the
products it develops do not produce  revenues as  anticipated,  it is not likely
the  Combined  Company  will ever  become  profitable  and it may be required to
curtail some or all of its operations.

The Combined  Company's  success will be dependent,  in part, upon its President
and Chief Executive Officer,  Donald Hildebrand,  Harriet Robinson,  its primary
scientist,  and Andrew J.  Kandalepas.  The loss of the services of any of these
individuals would have an adverse effect on its post-merger operations.

         The success of the Combined  Company  following the Merger will depend,
to a  significant  degree,  on its  continued  receipt of services from GeoVax's
President and Chief  Executive  Officer,  Mr. Donald G.  Hildebrand,  and on the
research  expertise of Dr.  Harriet  Robinson,  in addition to the services from
Andrew J.  Kandalepas.  The loss of services of any of these  individuals  would
have  a  material  adverse  effect  on  the  Combined   Company's  business  and
operations.

Regulatory  and  legal  uncertainties  could  result  in  significant  costs  or
otherwise harm the business of the Combined Company following the closing of the
Merger.

         Following the closing of the Merger,  in order to manufacture  and sell
its products, the Combined Company must comply with extensive  international and
domestic  regulation.  In order  to sell  its  products  in the  United  States,
approval  from the FDA is required.  The FDA approval  process is expensive  and
time-consuming. The Combined Company cannot predict whether its products will be
approved by the FDA.  Even if they are  approved,  the Combined  Company  cannot
predict the time frame for approval. Foreign regulatory requirements differ from
jurisdiction  to  jurisdiction  and may, in some  cases,  be more  stringent  or
difficult to obtain than FDA approval.  As with the FDA, we cannot predict if or
when we may obtain these  regulatory  approvals.  If the Combined Company cannot
demonstrate  that its  products can be used safely and  successfully  in a broad
segment of the patient  population  on a long-term  basis,  our  products  would
likely be denied  approval  by the FDA and the  regulatory  agencies  of foreign
governments.

Following  the closing of the Merger,  the  Combined  Company  will face intense
competition  and rapid  technological  change that could result in products that
are superior to the products the  Combined  Company will be  commercializing  or
developing.

         The market for  vaccines  that  protect  against  HIV/AIDS is intensely
competitive and is subject to rapid and significant  technological  change.  The
Combined Company will have numerous competitors in the United States and abroad,
including,  among others,  large  companies  such as Merck & Co. and Chiron Inc.
These competitors may develop  technologies and products that are more effective
or less costly than any of the Combined  Company's future products or that could
render its products obsolete or  noncompetitive.  Many of these competitors have
substantially  more resources than the Combined  Company will have. In addition,
the pharmaceutical industry continues to experience consolidation,  resulting in
an increasing  number of larger,  more  diversified  companies than the Combined
Company.  Among other  things,  these  companies  can spread their  research and
development  costs over much broader revenue bases than the Combined Company can
and can influence customer and distributor buying decisions.

         The Combined  Company's  products may not gain market  acceptance among
physicians,  patients, healthcare payors and the medical community.  Significant
factors in  determining  whether the  Combined  Company  will be able to compete
successfully include:

                                       32


         o    the efficacy and safety of its vaccines;
         o    the time and scope of regulatory approval;
         o    reimbursement coverage from insurance companies and others;
         o    the price and cost-effectiveness of its products; and
         o    patent protection.

Product  candidates  of the Combined  Company are based on new  technology  and,
consequently,  are inherently  risky.  Concerns about the safety and efficacy of
its products could limit its future success.

         Following the close of the Merger, the Combined Company will be subject
to the risks of failure inherent in the development of product  candidates based
on new  technologies.  These risks include the possibility  that the products it
creates will not be  effective,  that its product  candidates  will be unsafe or
otherwise fail to receive the necessary regulatory approvals or that its product
candidates  will be hard to manufacture on a large scale or will be uneconomical
to market.

         Many pharmaceutical products cause multiple potential complications and
side effects,  not all of which can be predicted with accuracy and many of which
may vary from patient to patient. Long term follow-up data may reveal additional
complications  associated with the Combined Company's products. The responses of
potential  physicians  and  others  to  information  about  complications  could
materially  affect the market  acceptance  of the Combined  Company's  products,
which in turn would materially harm its business.

Unsuccessful or delayed regulatory  approvals required to exploit the commercial
potential  of the  products of the Combined  Company  could  increase its future
development costs or impair its future sales.

         No GeoVax  technologies  have been approved by the FDA for sales in the
United States or in foreign  countries.  To exploit the commercial  potential of
GeoVax's  technologies,  GeoVax is conducting and planning to conduct additional
pre-clinical  studies and clinical  trials.  This  process is expensive  and can
require a significant amount of time. Failure can occur at any stage of testing,
even if the results are favorable.  Failure to adequately demonstrate safety and
efficacy in clinical trials would prevent  regulatory  approval and restrict our
ability to commercialize  our  technologies.  Any such failure may severely harm
the business of the Combined Company.  In addition,  any approvals  obtained may
not cover all of the clinical  indications for which approval is sought,  or may
contain  significant  limitations in the form of narrow  indications,  warnings,
precautions  or  contraindications  with respect to conditions of use, or in the
form  of  onerous  risk  management  plans,  restrictions  on  distribution,  or
post-approval study requirements.

State pharmaceutical  marketing compliance and reporting requirements may expose
the Combined  Company to  regulatory  and legal action by state  governments  or
other government authorities.

         In recent years, several states, including California,  Vermont, Maine,
Minnesota,  New Mexico and West  Virginia,  have enacted  legislation  requiring
pharmaceutical  companies to establish  marketing  compliance  programs and file
periodic  reports on sales,  marketing,  pricing and other  activities.  Similar
legislation is being considered in other states.  Many of these requirements are
new and  uncertain,  and  available  guidance  is limited.  Unless the  Combined
Company is in full compliance with these laws, it could face enforcement  action
and fines and other penalties and could receive adverse publicity,  all of which
could harm its business.

The  Combined  Company may be subject to new federal  and state  legislation  to
submit  information  on  our  open  and  completed  clinical  trials  to  public
registries and databases.

                                       33


         In 1997, a public  registry of open  clinical  trials  involving  drugs
intended  to treat  serious  or  life-threatening  diseases  or  conditions  was
established  under the Food and Drug  Administration  Modernization  Act, or the
FDMA,  in order to promote  public  awareness  of and  access to these  clinical
trials.  Under the FDMA,  pharmaceutical  manufacturers and other trial sponsors
are  required  to post  the  general  purpose  of these  trials,  as well as the
eligibility criteria,  location and contact information of the trials. Since the
establishment of this registry, there has been significant public debate focused
on broadening the types of trials included in this or other registries,  as well
as providing for public access to clinical trial results. A voluntary  coalition
of medical journal editors has adopted a resolution to publish results only from
those  trials  that have been  registered  with a no-cost,  publicly  accessible
database, such as www.clinicaltrials.gov.  Federal legislation was introduced in
the fall of 2004 to expand  www.clinicaltrials.gov  and to require the inclusion
of study results in this registry. The Pharmaceutical Research and Manufacturers
of America has also issued voluntary  principles for its members to make results
from certain clinical  studies publicly  available and has established a website
for this purpose. Other groups have adopted or are considering similar proposals
for  clinical  trial  registration  and the posting of clinical  trial  results.
Failure to comply with any clinical trial posting  requirements could expose the
Combined Company to negative publicity,  fines and other penalties, all of which
could materially harm the business of the Combined Company.

The Combined Company will face uncertainty  related to pricing and reimbursement
and health care reform.

         In both domestic and foreign markets,  sales of the Combined  Company's
products  will  depend  in  part  on  the  availability  of  reimbursement  from
third-party payors such as government health administration authorities, private
health insurers,  health maintenance organizations and other health care-related
organizations.  Reimbursement by such payors is presently  undergoing reform and
there is  significant  uncertainty  at this time how this will  affect  sales of
certain pharmaceutical products.

         Medicare,  Medicaid and other governmental  healthcare  programs govern
drug  coverage  and  reimbursement  levels in the  United  States.  Federal  law
requires  all  pharmaceutical  manufacturers  to  rebate a  percentage  of their
revenue  arising  from  Medicaid-reimbursed  drug  sales to  individual  states.
Generic  drug  manufacturers'  agreements  with  federal  and state  governments
provide that the  manufacturer  will remit to each state Medicaid  agency,  on a
quarterly  basis,  11% of the average  manufacturer  price for generic  products
marketed and sold under abbreviated new drug applications covered by the state's
Medicaid program.  For proprietary  products,  which are marketed and sold under
new drug  applications,  manufacturers are required to rebate the greater of (a)
15.1% of the  average  manufacturer  price  or (b) the  difference  between  the
average  manufacturer price and the lowest  manufacturer price for products sold
during a specified period.

         Both the federal and state governments in the United States and foreign
governments continue to propose and pass new legislation,  rules and regulations
designed to contain or reduce the cost of health care. Existing regulations that
affect the price of  pharmaceutical  and other medical  products may also change
before any products are approved for marketing.  Cost control  initiatives could
decrease the price that the Combined Company receives for any product  developed
in the future. In addition,  third-party payors are increasingly challenging the
price and cost-effectiveness of medical products and services and litigation has
been filed  against a number of  pharmaceutical  companies  in relation to these
issues. Additionally,  some uncertainty may exist as to the reimbursement status
of newly approved  injectable  pharmaceutical  products.  The Combined Company's
products  may  not  be  considered   cost  effective  or  adequate   third-party
reimbursement  may not be available  to enable the Combined  Company to maintain
price levels sufficient to realize an adequate return on its investment.

                                       34


Other companies may claim that the Combined Company infringes their intellectual
property or proprietary rights,  which could cause the Combined Company to incur
significant expenses or prevent it from selling products.

         The success of the Combined  Company will depend in part on its ability
to operate  without  infringing  the  patents  and  proprietary  rights of third
parties.  The  manufacture,  use and sale of new  products  have been subject to
substantial  patent rights  litigation  in the  pharmaceutical  industry.  These
lawsuits  generally  relate to the  validity  and  infringement  of  patents  or
proprietary rights of third parties.  Infringement  litigation is prevalent with
respect to generic  versions of products for which the patent covering the brand
name product is expiring, particularly since many companies which market generic
products  focus their  development  efforts on products with  expiring  patents.
Other  pharmaceutical  companies,   biotechnology  companies,  universities  and
research  institutions  may have  filed  patent  applications  or may have  been
granted  patents  that cover  aspects of the Combined  Company'  products or its
licensors' products, product candidates or other technologies.

         Future or existing  patents  issued to third parties may contain patent
claims that conflict with the Combined Company's products.  The Combined Company
is  expected  to be  subject  to  infringement  claims  from time to time in the
ordinary course of business,  and third parties could assert infringement claims
against the Combined  Company in the future with respect to its current products
or with respect to products  that the  Combined  Company may develop or license.
Litigation or interference proceedings could force the Combined Company to:

         o    stop or  delay  selling,  manufacturing  or  using  products  that
              incorporate  or  are  made  using  the   challenged   intellectual
              property;
         o    pay damages; or
         o    enter  into  licensing  or  royalty  agreements  that  may  not be
              available on acceptable terms, if at all.

         Any  litigation  or  interference  proceedings,   regardless  of  their
outcome,  would  likely delay the  regulatory  approval  process,  be costly and
require   significant  time  and  attention  of  key  management  and  technical
personnel.

Any inability to protect  intellectual  property rights in the United States and
foreign  countries could limit the Combined  Company's ability to manufacture or
sell products.

         The Combined Company will rely on trade secrets, unpatented proprietary
know-how,  continuing  technological  innovation  and,  in  some  cases,  patent
protection to preserve a competitive  position.  The Combined  Company's patents
and  licensed  patent  rights  may  be  challenged,  invalidated,  infringed  or
circumvented,   and  the  rights  granted  in  those  patents  may  not  provide
proprietary  protection or competitive  advantages to the Combined Company.  The
Combined  Company  and its  licensors  may not be  able  to  develop  patentable
products. Even if patent claims are allowed, the claims may not issue, or in the
event of issuance,  may not be sufficient to protect the technology  owned by or
licensed to the Combined Company.  Third party patents could reduce the coverage
of the  patent's  license,  or that may be licensed to or owned by the  Combined
Company.  If patents containing  competitive or conflicting claims are issued to
third parties,  the Combined Company may be prevented from  commercializing  the
products  covered  by such  patents,  or may be  required  to obtain or  develop
alternate technology. In addition, other parties may duplicate, design around or
independently develop similar or alternative technologies.

         The  Combined  Company may not be able to prevent  third  parties  from
infringing  or using its  intellectual  property,  and the parties from whom the
Combined  Company may license  intellectual  property may not be able to prevent
third parties from infringing or using the licensed intellectual  property.  The

                                       35


Combined Company  generally will attempt to control and limit access to, and the
distribution of, its product  documentation and other  proprietary  information.
Despite efforts to protect this proprietary information,  however,  unauthorized
parties may obtain and use information  that the Combined  Company may regard as
proprietary.  Other parties may  independently  develop similar  know-how or may
even obtain access to these technologies.

         The  laws  of  some  foreign  countries  do  not  protect   proprietary
information  to the same  extent  as the  laws of the  United  States,  and many
companies have  encountered  significant  problems and costs in protecting their
proprietary information in these foreign countries.

         The  U.S.  Patent  and  Trademark   Office  and  the  courts  have  not
established  a  consistent  policy  regarding  the breadth of claims  allowed in
pharmaceutical  patents.  The  allowance  of  broader  claims may  increase  the
incidence  and  cost  of  patent  interference   proceedings  and  the  risk  of
infringement litigation. On the other hand, the allowance of narrower claims may
limit the value of the Combined Company's proprietary rights.

The  Combined  Company  may be  required  to defend  lawsuits or pay damages for
product liability claims.

         Product   liability   is  a  major  risk  in  testing   and   marketing
biotechnology  and  pharmaceutical  products.  The  Combined  Company  may  face
substantial product liability exposure in human clinical trials and for products
that it sells  after  regulatory  approval.  Historically,  GeoVax  has  carried
product  liability  insurance  and the Combined  Company is expected to continue
such  policies.  Product  liability  claims,  regardless of their merits,  could
exceed policy limits,  divert management's  attention,  and adversely affect our
reputation and the demand for the Combined Company's products.

Our stock price has been volatile in response to market and other factors.

         The market price for  Dauphin's  common stock has been,  and the market
price for the  Combined  Company's  stock  after the Merger may  continue to be,
volatile and subject to price and volume  fluctuations in response to market and
other factors, including the following, some of which are beyond our control:

         o    the increased  concentration of the ownership of Dauphin shares by
              a limited number of affiliated  stockholders  following the Merger
              may limit interest in the Combined Company's securities;
         o    variations in quarterly operating results from the expectations of
              securities analysts or investors;
         o    announcements  of  technological  innovations  or new  products or
              services by the Combined Company or its competitors;
         o    general technological, market or economic trends;
         o    investor  perception  of the industry or prospects of the Combined
              Company;
         o    investors entering into short sale contracts;
         o    regulatory developments affecting the biopharmaceutical  industry;
              and
         o    additions or departures of key personnel.

                      AUTHORIZED SHARES AMENDMENT PROPOSAL

General

         As a  condition  to the  closing of the Merger,  we must  increase  the
number of shares of authorized common stock from 100,000,000 to 850,000,000.  As

                                       36


of  June  29,  2006,  we had  99,969,028  shares  of  common  stock  issued  and
outstanding  and  10,000,000  Shares  of Series A  Preferred  Stock  issued  and
outstanding.  The 10,000,000  Shares of Series A Preferred Stock are convertible
into 20,000,000 shares of our common stock.  Prior to the closing of the Merger,
we will issue additional shares of our common stock in connection with a private
placement  and in  connection  with  the  conversion  into  common  stock of our
outstanding debt and preferred  stock. We anticipate that  immediately  prior to
the  closing of the Merger,  we will have  approximately  243,000,000  shares of
common stock issued and  outstanding.  As a result of the Merger,  we anticipate
that we will have  approximately  733,332,879  shares of our common stock issued
and outstanding,  including Dauphin shares issued to GeoVax  stockholders in the
Merger.

         Our Board of Directors and the Majority  Stockholders  have adopted and
approved an amendment to our Articles of Incorporation to increase the number of
authorized  shares of our common stock from  100,000,000  shares to  850,000,000
shares. A copy of the Authorized Shares Amendment is included in the Articles of
Amendment that is attached to this Information Statement as Annex B. We have not
increased  the number of shares of Preferred  Stock we are  authorized to issue.
This number shall remain at 10,000,000.

Consent Required

         Approval  of the  Authorized  Shares  Amendment  Proposal,  through  an
amendment to our Articles of Incorporation,  required the consent of the holders
of two-thirds  (2/3) of the  outstanding  voting shares.  As of the Record Date,
Majority Stockholders  beneficially owned 217,975,496 Voting Rights representing
approximately 73% of the total Voting Rights that could be cast as of the Record
Date.  The  Majority  Stockholders  have  given  their  written  consent  to the
Authorized Shares Amendment Proposal and accordingly,  the requisite stockholder
approval  of  this  Proposal  was  obtained  by the  execution  of the  Majority
Stockholders' written consent in favor of the Proposal.

Reason for Amendment

         To issue our shares of common  stock in the Merger,  and in  connection
with the conversion of outstanding debt and Series A Preferred Stock, we need to
increase our authorized  common stock. Our Board of Directors also believes that
it is desirable to have additional  authorized  shares of common stock available
for other possible future financings,  possible future acquisition transactions,
and other  general  corporate  purposes.  Our Board of Directors  believes  that
having such additional  authorized shares of common stock available for issuance
in the future should give us greater flexibility and may allow such shares to be
issued without the expense and delay of a special meeting of stockholders. Aside
from allowing us to consummate the transaction with GeoVax,  the unissued shares
of common  stock  will be  available  for  issuance  from time to time as may be
deemed advisable or required for various other purposes,  including the issuance
of shares in connection with financing transactions, or as compensation, and the
issuance of shares in connection with stock splits or stock  dividends,  as well
as for other corporate purposes.

Effect of the Proposal/Advantages and Disadvantages

         The Authorized  Shares  Amendment will permit our Board of Directors to
issue shares of common  stock in  connection  with the Merger and various  other
types of transactions, such as financing transactions or as compensation. If the
Authorized  Shares  Amendment  were not  approved,  Dauphin would not be able to
consummate  the Merger  with GeoVax and may be unable,  in the future,  to issue
common stock for other  purposes.  On the other hand, the issuance of additional
shares of common stock will dilute the  percentage  of common stock owned by our
existing  stockholders.  The issuance of additional shares of common stock would
also  increase the number of voting shares  necessary to acquire  control of the
Board or to meet the voting requirements imposed by Illinois law with respect to
a merger or other business  combination.  This could make it more costly or more
difficult to accomplish these actions.

                                       37


Chapter 805, Section 10.20 of the Illinois Business Corporation Act

         Chapter 805, Section 10.20 of the Illinois Business  Corporation Act of
1983 permits the amendment of a corporation's articles of incorporation to allow
for an increase or decrease of the aggregate  number of  authorized  shares of a
class so long as it is  approved by the  holders of at least  two-thirds  of the
votes entitled to be cast on the amendment.

Effective Date

         The Authorized  Shares  Amendment will become effective upon filing the
Articles of  Amendment  with the  Illinois  Secretary  of State.  Under  federal
securities  laws,  we cannot  file the  Amendment  until at least 20 days  after
mailing this Information Statement.

                               THE MERGER PROPOSAL

         The  discussion in this document of the Merger and the principal  terms
of the Merger Agreement dated as of January 20, 2006, and amended as of June 29,
2006 by and among Dauphin,  GeoVax,  and Merger Subsidiary is subject to, and is
qualified in its entirety by reference to, the Merger  Agreement.  A copy of the
Merger  Agreement,  as  amended,  is  attached  as  Annex A to this  Information
Statement and is incorporated in this Information Statement by reference.

General Description of the Merger

         Pursuant to the Merger  Agreement,  Merger  Subsidiary,  a wholly owned
subsidiary  of  Dauphin,  will merge with and into GeoVax and GeoVax will be the
surviving  entity  and a  wholly  owned  subsidiary  of  Dauphin.  The  separate
corporate  existence of Merger  Subsidiary shall cease.  Dauphin will be renamed
GeoVax Labs,  Inc. after  completion of the Merger.  If the Merger is completed,
holders of all the issued and outstanding  shares of GeoVax common and preferred
stock will receive an aggregate of  490,332,879  shares of Dauphin common stock.
After the completion of the Merger,  GeoVax  stockholders will own approximately
67% of Dauphin's common stock then issued and outstanding.

Consent Required

         Approval of the 2006 Merger  required the consent of the holders of 67%
of our outstanding Voting Rights. As of the Record Date,  Majority  Stockholders
beneficially owned 217,975,496 Voting Rights  representing  approximately 73% of
the total Voting Rights that could be cast. The Majority Stockholders have given
their written  consent to the Merger;  accordingly,  the  requisite  stockholder
approval  of  this  Proposal  was  obtained  by the  execution  of the  Majority
Stockholders' written consent in favor of the Proposal.

Background of the Merger

         The  terms of the  Merger  Agreement  are the  result  of  arm's-length
negotiations  between  representatives of Dauphin and GeoVax. The following is a
brief discussion of the background of these negotiations,  the Merger Agreement,
and related transactions.

         History  of the  Transaction.  Dauphin  terminated  all  operations  in
December 2003.  Since 2004, its business plan has been to serve as a vehicle for
the acquisition of, or the merger or consolidation with, another company. During
the first six months of 2004,  Dauphin's  President and Chief Executive Officer,

                                       38


Andrew J. Kandalepas, had discussions with various business owners in an attempt
to find an  individual or entity to provide  Dauphin with  required  capital and
assist in the  execution  of Dauphin's  business  plan.  Following  unsuccessful
discussions  with Sanyo Hellas  Holdings,  S.A., a diversified  holding  company
headquartered  in Greece,  Dauphin  sought  assistance  from  Douglas P. Morris,
President and owner of Hyacinth  Resources,  LLC. Mr. Morris was a past director
of Dauphin and had been a consultant to Dauphin for several years.  In November,
2004, Dauphin and Mr. Morris entered into a new consulting relationship.

         Mr. Morris and his associates  provided various  suggestions  regarding
potential  merger and/or  acquisition  targets for Dauphin to consider.  Between
November,  2004 and January 27, 2005,  Mr.  Morris and Mr.  Kandalepas  met with
various owners and their business  advisors on repeated  occasions,  both in the
United  States and Greece,  to review  potential  Dauphin  acquisition  targets.
Ultimately, on or about January 27, 2005, Mr. Kandalepas,  Mr. Morris and GeoVax
officers, including GeoVax's CEO, Donald G. Hildebrand, met in Atlanta, Georgia.
GeoVax officers  stated that GeoVax sought a merger with a public company,  such
as Dauphin,  to enable  critical  financing  required  to  continue  ongoing HIV
vaccine development and testing.  After lengthy negotiations about the structure
of the  proposed  merger,  the two  companies  agreed on the terms of a proposed
merger and executed a letter of intent on April 8, 2005.

         Following  initial due  diligence  discussions  between the  companies'
legal and other advisors,  a transaction  structure was confirmed and an amended
letter of  intent  was  executed  on or about  July 19,  2005.  Thereafter,  the
companies' advisors have addressed various conditions set forth in the letter of
intent,  including  completion  of  financial  audits and  Dauphin's  efforts to
satisfy periodic  reporting  requirements under the Exchange Act, as well as the
negotiation  and  preparation  of a definitive  Merger  Agreement.  A definitive
Merger  Agreement was executed on January 20, 2006 conforming  substantially  to
the amended  letter of intent.  The Merger  Agreement was amended as of June 29,
2006 to extend the date for  satisfaction  of closing  conditions  from June 30,
2006 to  September  1, 2006 and to reduce the amount of cash Dauphin is required
to have as a condition of closing from $13,000,000 to $2,000,000.

Dauphin's Board of Directors' Reasons for the Approval of the Merger

         The  final  agreed-upon  consideration  in  the  Merger  Agreement  was
determined by the negotiations  between Dauphin and GeoVax.  Dauphin conducted a
due diligence review of GeoVax that included an industry analysis, a description
of GeoVax's existing business model and a review of financial projections, which
enabled  the  board  of  directors  to  ascertain  the  reasonableness  of  this
consideration.  During its  negotiations  with  GeoVax,  Dauphin did not receive
services from any financial  advisor.  The Dauphin Board of Directors  concluded
that the Merger  Agreement  with GeoVax is in the best  interests  of  Dauphin's
stockholders.

         The Dauphin Board of Directors  considered a wide variety of factors in
connection  with its  evaluation  of the Merger.  In light of the  complexity of
those  factors,  the Dauphin Board of Directors did not consider it  practicable
to, nor did it attempt to, quantify or otherwise  assign relative weights to the
specific factors it considered in reaching its decision. In addition, individual
members  of the  Dauphin  board may have  given  different  weight to  different
factors.

         In  considering  the  Merger,  the  Dauphin  Board  of  Directors  gave
considerable weight to the following factors:

         o    GeoVax's high potential for future growth;
         o    The opportunity to invest in a growing, dynamic industry;
         o    The experience of GeoVax's management; and
         o    GeoVax's  ability to execute  its  business  plan after the Merger
              using Dauphin's cash.

                                       39


         No fairness  opinion  was  obtained by Dauphin as to whether the Merger
consideration  and the  other  terms  of the  Merger  Agreement  are fair to the
Dauphin Stockholders. The conversion ratio was arbitrarily determined based upon
the arm's-length negotiation of Dauphin and GeoVax.

Material Federal Income Tax Consequences of the Merger

         The  following  section  is a summary  of the  material  United  States
federal income tax consequences of the Merger to holders of Dauphin common stock
and to  holders  of GeoVax  securities.  This  discussion  addresses  only those
Dauphin and GeoVax  security  holders  that hold their  securities  as a capital
asset within the meaning of Section  1221 of the Internal  Revenue Code of 1986,
as amended ("the Code"),  and does not address all of the possible United States
federal income tax  consequences  that may be relevant to particular  holders in
light of their  individual  circumstances  or to  holders  that are  subject  to
special rules, such as:

         o    financial institutions;
         o    investors in pass-through entities;
         o    tax-exempt organizations;
         o    dealers in securities or currencies;
         o    persons  that hold  Dauphin  or GeoVax  common  stock as part of a
              straddle, hedge, constructive sale, or conversion transaction;
         o    persons who are not citizens or  residents  of the United  States;
              and
         o    stockholders  who  acquired  their  shares  of GeoVax  common  and
              preferred  stock through the exercise of an employee stock option,
              or otherwise, as compensation.

         The following is based upon the Code,  applicable treasury regulations,
published  rulings,  and court  decisions,  all as currently in effect as of the
record date, and all of which are subject to change,  possibly with  retroactive
effect. Tax considerations  under state,  local,  foreign, or federal laws other
than those pertaining to the income tax, are not addressed.

         Neither  Dauphin,  nor GeoVax  intends to request  any ruling  from the
Internal Revenue Service as to the United States federal income tax consequences
of the  Merger,  nor  did  they  obtain  an  opinion  of  counsel  as to the tax
consequences of the Merger.

         Tax  Consequences of the Merger to GeoVax  stockholders.  We anticipate
that the Merger will qualify as a  reorganization  within the meaning of Section
368(a) of the Internal Revenue Code. As a consequence:

         o    no gain or loss will be recognized by  stockholders  of GeoVax who
              receive  shares of Dauphin  common stock in exchange for shares of
              GeoVax common and preferred stock;
         o    the  aggregate  tax basis of the  shares of Dauphin  common  stock
              received in the Merger will be equal to the aggregate tax basis of
              the shares of GeoVax common and preferred stock for which they are
              exchanged;
         o    the holding  period of Dauphin  common stock  received in exchange
              for shares of GeoVax common and  preferred  stock will include the
              holding period of the GeoVax common and preferred  stock for which
              they are exchanged; and
         o    any  GeoVax  stockholder  who  exercises  his or  her  dissenters'
              rights, and who receives cash in exchange for his or her shares of
              GeoVax stock,  generally  must  recognize gain or loss measured by
              the  difference  between the amount of cash  received  and the tax
              basis of such  stockholders'  shares of GeoVax common or preferred
              stock.

                                       40


         Tax Consequences of the Merger to Dauphin stockholders. No gain or loss
will recognized by stockholders of Dauphin in the Merger.

         Tax Consequences of the Merger Generally to Dauphin and GeoVax. No gain
or loss will be recognized by Dauphin or GeoVax as a result of the Merger.

         This  discussion  is intended to provide only a general  summary of the
material United States federal income tax consequences of the Merger,  and it is
not a complete  analysis or description  of all potential  United States federal
tax   consequences  of  the  Merger.   This  discussion  does  not  address  tax
consequences  that  may  vary  with,  or  are  contingent  on,  your  individual
circumstances.  In addition,  the discussion does not address any non-income tax
or any foreign, state, or local tax consequences of the Merger. Accordingly, you
are strongly  urged to consult with your tax advisor to determine the particular
tax consequences  applicable to you as a result of the Merger. Such consequences
may arise under United  States  federal,  state,  or local tax laws,  as well as
under the laws of foreign governments.

Anticipated Accounting Treatment

         The  Merger  will  be  accounted  for  under  the  purchase  method  of
accounting as a reverse  acquisition in accordance with U.S.  generally accepted
accounting  principles for accounting and financial  reporting  purposes.  Under
this method of accounting, Dauphin will be treated as the "acquired" company. In
accordance with guidance applicable to these  circumstances,  the Merger will be
considered to be a capital transaction in substance. Accordingly, for accounting
purposes,  the Merger will be treated as the  equivalent of GeoVax issuing stock
for the net monetary assets of Dauphin,  accompanied by a recapitalization.  The
net monetary  assets of Dauphin will be stated at their fair value,  essentially
equivalent  to historical  costs,  with no goodwill or other  intangible  assets
recorded.  The retained earnings deficit of GeoVax will be carried forward after
the Merger. Operations prior to the Merger will be those of GeoVax.




                                          SELECTED FINANCIAL DATA

                                      DAUPHIN SELECTED FINANCIAL DATA
                                      -------------------------------

Year Ended December 31
----------------------
                                    2005            2004           2003          2002            2001
                                -------------  -------------   -----------   ------------   -------------
                                                                             
Net Sales                       $          -   $          -    $         -   $     19,621   $      16,678

Net Loss from Continuing
Operations                        (1,408,534)    (1,658,941)      (735,159)    (2,087,341)     (8,937,121)
Net Loss from Discontinued
Operations                                                      (2,341,921)    (2,978,505)
                                           -       (548,865)                                   (6,095,339)
                                -------------  -------------   -----------   ------------   -------------
     Total Net Loss             $ (1,408,534)  $ (2,207,806)  $ (3,077,080)  $ (5,065,846)  $ (15,032,460)

Loss Per Share from
Continuing Operations           $      (0.01)  $      (0.02)  $      (0.01)  $      (0.03)  $       (0.14)
Loss Per Share from
Discontinued Operations                 0.00           0.00          (0.03)         (0.04)          (0.10)
                                -------------  -------------   -----------   ------------   -------------
     Total Loss Per Share       $      (0.01)  $      (0.02)  $      (0.04)  $      (0.07)  $       (0.24)


Total Assets                    $     78,381   $     19,161   $    172,197   $  2,028,420   $   3,917,424

Long - Term Debt                $          -   $  2,405,078   $      2,591   $  1,077,650   $   1,196,777

Working Capital (Deficit)       $ (5,715,192)  $ (2,541,107)  $ (3,814,621)  $ (1,918,335)  $     680,392

Shareholders (Deficit) Equity   $ (5,715,192)  $ (4,946,185)  $ (3,817,212)  $ (1,486,358)  $     268,940


                                                    41






                                        GEOVAX SELECTED FINANCIAL DATA
                                        ------------------------------

                                                         Fiscal Years Ended December 31,
                                                     -------------------------------
                                        2005            2004           2003           2002           2001
                                                                                   (Unaudited)    (Unaudited)
                                                                                  
Statement of Operations Data

Grant revenues                      $    670,467   $    714,852    $    992,720    $   180,237   $         -
Operating expenses                     2,296,013      3,091,682       1,968,024        800,913       171,904
Loss from operations                  (1,625,546)    (2,376,830)       (975,304)      (620,646)     (171,904)
Other income (expense)                    14,460         25,002          27,500          2,539           502
Net loss                              (1,611,086)    (2,351,828)       (947,804)      (618,137)     (170,592)
Average common shares outstanding     10,548,648      9,810,716       7,522,330      5,465,268             -
Net loss per common share                  (0.15)         (0.24)          (0.13)         (0.11)        (0.00)

                                                     Fiscal Years Ended December 31,
                                                     -------------------------------
                                        2005            2004           2003           2002           2001
                                                                    (Unaudited)    (Unaudited)    (Unaudited)

Balance Sheet Data

Current assets                      $  1,435,538   $  1,631,444    $  2,163,627    $   222,820    $  373,313
Total assets                           1,685,218      1,870,089       2,316,622        371,027       375,630
Current liabilities                    1,169,246      1,321,111         577,819        210,576        15,090
Redeemable convertible
     preferred stock                   1,016,555        938,475         866,391        799,844       531,122
Deficit accumulated during
     development stage                (5,699,447)    (4,088,361)     (1,736,533)      (788,729)     (170,592)
Stock subscription receivable
     for common stock                   (500,000)    (2,000,000)              -              -             -
Total stockholders' equity
(deficiency)                            (500,583)      (389,497)      1,738,803        160,451       360,540
Total liabilities and stockholders'
     equity (deficiency)            $  1,685,218   $  1,870,089    $  2,316,622    $   371,027    $  375,630



                                       42


                                                    Three Months Ended
                                                    ------------------
                                                         March 31,
                                                         ---------
                                                2006               2005

Grant revenue                               $       --          $   165,327
Operating expenses                              442,703             472,812
Loss from operations                           (442,703)           (307,485)
Other income (expense)                            9,847               4,674
Net loss                                       (432,856)           (302,811)
Basic and diluted loss per
     common share                           $     (0.04)        $     (0.03)
Weighted average shares
     Outstanding                             10,548,648          10,548,648


                    PRO FORMA SELECTED FINANCIAL INFORMATION



                                        Fiscal Year Ended           Three Months Ended
                                        -----------------           ------------------
                                        December 31, 2005              March 31, 2006
                                        -----------------              --------------
                                   As reported   As adjusted    As reported     As adjusted
                                   ------------  ------------  -------------   -------------
                                                                   
Statement of Operations Data

Grant revenue                      $         --  $    670,467  $          --   $          --
Operating expenses                      875,811     3,093,743        319,157         742,339
Loss from operations                   (875,811)   (2,423,276)      (319,157)       (742,339)
Other income (expense)                 (532,723)       14,460         76,852           9,847
Net loss                             (1,408,534)   (2,408,816)      (242,305)       (732,492)
Average shares outstanding          99,266,0008   733,332,879     99,569,000     733,332,879
  Cash dividends declared per
     Share                                   --            --             --              --
Net loss per common share           $    (0.01)  $       0.00   $     (0.00)   $        0.00


                                                  Three Months Ended
                                                  ------------------
                                                     March 31, 2006
                                                     --------------
                                            As reported        As adjusted
                                            -----------        ------------
Balance Sheet Data

Current assets                            $      11,124        $  2,667,571
Total assets                                     11,124           2,908,556
Current liabilities                           5,968,621             901,689
Redeemable convertible
     preferred stock                                 --                  --
Deficit accumulated during
     development stage                      (71,776,718)         (6,040,653)
Stock subscription receivable
     for common stock                                --            (500,000)
Total stockholders' equity
     (deficit)                               (5,957,497)          2,006,867
Total liabilities and stockholders'
     equity (deficit)                     $  (5,957,497)       $  2,908,556

Book value per share                      $       (0.06)       $      (0.00)


                                       43


                              THE MERGER AGREEMENT

         The  following  summary  of  the  material  provisions  of  the  Merger
Agreement is qualified by reference to the complete text of the Merger Agreement
and  First  Amendment  to  Agreement  and Plan of  Merger,  copies  of which are
attached  as Annex A to this  Information  Statement,  and are  incorporated  by
reference.  All  stockholders  are  encouraged to read the Merger  Agreement and
First  Amendment  to Agreement  and Plan of Merger in their  entirety for a more
complete description of the terms and conditions of the Merger.

General; Structure of Merger

         On  January  20,  2006,   Dauphin  entered  into  a  Merger   Agreement
subsequently amended on June 29, 2006 with GeoVax.  Merger Subsidiary,  a wholly
owned subsidiary of Dauphin, formed to effectuate the Merger by merging with and
into  GeoVax,  is also a  party  to the  Merger  Agreement.  GeoVax  will be the
surviving  corporation  in the Merger and, as a result,  will be a wholly  owned
subsidiary  of Dauphin  through an  exchange  of all the issued and  outstanding
shares of capital stock of GeoVax for shares of common stock of Dauphin.

Closing and Effective Time of the Merger

         The  closing  of the  Merger  will take place  promptly  following  the
satisfaction of the conditions  described  below under "The Merger  Agreement --
Conditions to Closing of the Merger," unless Dauphin and GeoVax agree in writing
to another time. The Merger is expected to be consummated in the third or fourth
quarter of 2006.

Name; Headquarters; Stock Symbols

         After completion of the Merger:

         o    the name of Dauphin will be GeoVax Labs, Inc.;
         o    the officers  and  directors  of GeoVax,  together  with Andrew J.
              Kandelepas,   currently  a  director  of  Dauphin,   and  Dean  G.
              Kollintzas will be the officers and directors of Dauphin;
         o    the principal executive offices will be located at 1256 Briarcliff
              Road, Atlanta, GA 30806, which is GeoVax's corporate headquarters;
              and
         o    as a result of the Merger and change of  Dauphin's  name to GeoVax
              Labs, Inc., Dauphin will be issued a new trading symbol.

Merger Consideration

         Pursuant to the Merger Agreement, the holders of the outstanding shares
of GeoVax common and preferred stock immediately  before the Merger will receive
in exchange for such GeoVax shares an aggregate of 490,332,879 shares of Dauphin
common  stock  (assuming  no  GeoVax  stockholder  exercises  his,  her  or  its
dissenter's  rights). In addition,  Dauphin will assume outstanding GeoVax stock
options that have not been exercised prior to the Merger, and may assume certain
outstanding GeoVax warrants that are not exercised prior to the Merger,  each on
terms comparable to the Merger consideration paid to GeoVax's  stockholders.  We
anticipate  there will be GeoVax  options and warrants  that will entitle  their
holders to acquire up to 34,319,910 shares of Dauphin common stock following the
Merger.

                                       44


         GeoVax  stockholders who do not exercise their dissenters'  rights will
receive  approximately 29.2832 shares of common stock of Dauphin for every share
of GeoVax common and preferred stock they own.

         Promptly after the Merger is completed,  Dauphin will cause each record
holder of GeoVax  common and  preferred  stock to be mailed  instructions  and a
letter of transmittal for exchanging their GeoVax stock certificates for Dauphin
stock certificates.  To effectuate the exchange of GeoVax securities for Dauphin
common stock,  the GeoVax equity holders must comply with the  instructions  set
forth in the letter of transmittal.

Representations and Warranties

         The Merger  Agreement  contains the  representations  and warranties of
GeoVax and Dauphin relating to, among other things:

         o    proper corporate organization and similar corporate matters;
         o    capital structure of each constituent company;
         o    the authorization,  performance,  and enforceability of the Merger
              Agreement;
         o    licenses and permits;
         o    taxes;
         o    financial information and absence of undisclosed liabilities;
         o    holding of leases and  ownership  of other  properties,  including
              intellectual property;
         o    accounts receivable;
         o    inventory;
         o    contracts;
         o    title and condition of assets;
         o    absence of certain changes;
         o    employee matters;
         o    environmental matters;
         o    compliance with applicable laws;
         o    absence of litigation; and
         o    with respect to Dauphin,  compliance with applicable provisions of
              securities  laws,  including  past  SEC  and   transaction-related
              filings. Covenants

         From the date of the  Merger  Agreement  and until the  closing  of the
Merger, except as contemplated by the Merger Agreement or as otherwise consented
to by Dauphin and GeoVax in writing, Dauphin and GeoVax each agrees to:

              (a) Carry on its business only in the ordinary  course of business
and use commercially  reasonable efforts to preserve intact its present business
organization,  keep  available  the services of its  executive  officers and key
employees,  and preserve its  relationships  with  customers,  clients,  service
providers, and others having material business dealings with it;

              (b) Timely file all tax returns  and timely  withhold  and pay all
taxes;

              (c)   Maintain   in  full  force  and   effect  all   governmental
authorizations  reasonably  required  for  the  operation  of  its  business  as
presently conducted;

                                       45


              (e) Comply in all material  respects  with all Legal  Requirements
and Governmental Authorizations as defined in the Merger Agreement applicable to
them;

              (f) Not amend its articles of incorporation or bylaws;

              (g)  Not  merge  or  consolidate   with,  or  agree  to  merge  or
consolidate  with, or purchase  substantially all of the assets of, or otherwise
acquire any business of, or enter into any joint  venture or  partnership  with,
any person;

              (h) Not take any action,  or omit to take any  action,  that would
result  in a  Breach,  as  defined  in  the  Merger  Agreement,  of  any  of the
representations  and warranties  set forth in the Merger  Agreement at, or prior
to, the Closing;

              (i) Not issue,  reissue,  sell,  deliver,  pledge,  authorize,  or
propose the issuance, reissuance, sale, delivery, or pledge of shares of capital
stock of any class, or securities  convertible  into capital stock of any class,
or any rights,  warrants,  or options to acquire any  convertible  securities or
capital stock;

              (j) Not adjust, split, combine,  subdivide,  reclassify or redeem,
purchase or  otherwise  acquire,  or propose to redeem or purchase or  otherwise
acquire, any shares of its capital stock, or any of its other securities;

              (k)  Not  declare,  set  aside,  or  pay  any  dividend  or  other
distribution  (whether in cash, stock,  property, or any combination thereof) in
respect of its  capital  stock,  redeem or  otherwise  acquire any shares of its
capital  stock or other  securities,  alter  any term of any of its  outstanding
securities;

              (l) (i) except as required  under any  employment  agreement,  not
increase in any manner the  compensation of any of its directors,  officers,  or
other  employees;  (ii)  not  pay,  or agree  to pay,  any  pension,  retirement
allowance,  or other employee  benefit not required or permitted by any existing
plan,  agreement,  or arrangement to any such  director,  officer,  or employee,
whether past or present;  or (iii) not commit itself to any additional  pension,
profit-sharing,  bonus, incentive, deferred compensation,  stock purchase, stock
option, stock appreciation right, group insurance, severance pay, retirement, or
other employee  benefit plan,  agreement,  or arrangement,  or to any employment
agreement or consulting  agreement  (arising out of prior  employment ) with, or
for the benefit of, any person, or, except to the extent required to comply with
applicable  law, amend any of such plans or any of such  agreements in existence
on the date of the Merger Agreement;

              (m) Not terminate, enter into or amend in any material respect any
contract,  agreement, lease, license, or commitment, or take any action, or omit
to take any action that would  cause a breach,  violation,  or default  (however
defined)  under any  contract,  except in the  ordinary  course of business  and
consistent with past practice;

              (n) Not  permit  any of its  current  insurance  (or  reinsurance)
policies to be cancelled or  terminated  or any of the  coverage  thereunder  to
lapse,  unless  simultaneously  with such termination,  cancellation,  or lapse,
replacement  policies  providing  coverage  equal to, or greater than,  coverage
remaining  under those  cancelled,  terminated,  or lapsed  policies are in full
force and effect;

              (o) Not enter  into other  material  agreements,  commitments,  or
contracts  not in the  ordinary  course of  business  or in  excess  of  current
requirements; and

                                       46


              (p) Not  maintain  its books of account  and records in other than
its usual, regular, and ordinary accounting practice.

No  Negotiation.  During the period after the execution of the Merger  Agreement
and prior to the  closing  of the  Merger  neither  Dauphin  nor  GeoVax  shall,
directly or indirectly:

              (a) solicit or encourage the initiation of any inquiry,  proposal,
or offer  from any person  relating  to a  possible  transaction  similar to the
transactions contemplated in the Merger Agreement;

              (b) participate in any negotiations or discussions,  or enter into
any  agreement  with,  or  provide  any  non-public  information  to, any person
relating to, or in connection with, any such transaction; or

              (c) consider,  entertain, or accept any proposal or offer from any
person relating to any such possible transaction.

Conditions to Closing of the Merger

         Consummation of the Merger  Agreement and the related  transactions was
conditioned on the Dauphin  stockholders,  (i) adopting the Merger Agreement and
approving  the  Merger,  (ii)  approving  the change of  Dauphin's  name,  (iii)
approving the increase of the authorized  shares of Dauphin's  common stock from
100,000,000 to  850,000,000;  (iv) adopting the 2006 Equity  Incentive Plan; and
(v) electing GeoVax directors as directors of Dauphin. The Majority Stockholders
have approved all of such actions.

         In addition,  the consummation of the transactions  contemplated by the
Merger Agreement is conditioned upon:

         o    no  order,  stay,   judgment,   or  decree  being  issued  by  any
              governmental authority preventing,  restraining, or prohibiting in
              whole or in part, the consummation of such transactions;
         o    the  execution  and  delivery to each party of each of the various
              transaction documents;
         o    the delivery by each party to the other party of a certificate  to
              the effect that the  representations  and warranties of each party
              are true and  correct in all  material  respects as of the closing
              and all  covenants  contained  in the Merger  Agreement  have been
              materially complied with by each party;
         o    the receipt of necessary  consents and  approvals by third parties
              and the completion of necessary proceedings;
         o    holders  of not  more  than 5% of the  shares  of any of  GeoVax's
              common stock, or Series A preferred stock outstanding  immediately
              before the  closing,  not having  taken  action to exercise  their
              dissenters' rights under the Georgia Business Corporations Act;
         o    The most significant  closing condition was that Dauphin must have
              not less than  $2,000,000  in net cash assets prior to the closing
              of the  Merger.  Pursuant  to the  Merger  Agreement  as  amended,
              Dauphin  has  met  this  requirement  by  tendering  to  GeoVax  a
              non-refundable deposit in the amount of $2,000,000. The $2,000,000
              was raised  through the  issuance of  convertible  notes which are
              included  in the  conversion  of debt  including  in the table set
              forth below.  We anticipate  that,  immediately  prior to closing,
              substantially  all of our debt will be converted to common  stock.
              Dauphin  shall use its best  efforts  to raise an  additional  $11
              million at, prior to or within 90 days of the  consummation of the
              Merger;

                                       47


         o    Except as otherwise agreed to by the SEC, Dauphin shall have filed
              any  delinquent  SEC Reports and its 2005 10-K,  and it shall have
              responded to, and fully  resolved to the SEC's  satisfaction,  any
              written  comments  to such  reports  made by the SEC  prior to the
              Closing;
         o    the  representations and warranties of each party set forth in the
              Merger  Agreement  shall  be  true  and  correct  in all  material
              respects
         o    no Material  Adverse Effect  relating to the business or financial
              condition of either Dauphin or GeoVax shall have occurred; and
         o    the holders of all outstanding  convertible  promissory  notes and
              Series A Preferred  Stock shall have been  converted  into Dauphin
              common stock.

Issuance of Shares Prior to Closing

         As described above, one of the conditions for the closing of the Merger
is that Dauphin shall have cash of not less than $2,000,000 and substantially no
liabilities.  To fulfill this condition,  Dauphin sold convertible  notes in the
amount of $2,000,000  and  delivered  the proceeds to GeoVax.  Prior to or after
closing Dauphin intends to sell shares of its common stock for cash to a limited
number of  investors as well as convert its  outstanding  debt into common stock
and its preferred  stock into common stock. We anticipate that we will issue the
following shares prior to the closing of the Merger:

         shares to issued in private placement                       38,000,000
         shares to be issued in conversion of debt                   42,919,030
         shares to be issued in conversion of preferred stock        20,000,000
         Shares to be issued for services                            40,000,000
         shares reserved for contingencies                            2,611,942
                                                                    -----------
         Total additional shares issued prior to closing            143,530,972

         We plan to issue  20,000,000  shares of our  common  stock to  Hyacinth
Resources, LLC for services rendered in connection with the Merger. We also plan
to issue  20,000,000  shares  of our  common  stock to our  president  Andrew J.
Kandalepas for services rendered in connection with the Merger. We have reserved
2,611,943 shares for issuance in connection with the Merger.

         Dauphin  has agreed that it will have no more than  243,000,000  shares
outstanding   immediately  prior  to  the  closing  (not  including  convertible
securities) and 733,332,879 shares after the closing (not including  convertible
securities).

Termination

         The Merger  Agreement may be terminated at any time, but not later than
the closing as follows:

         o    By mutual written consent of Dauphin and GeoVax;
         o    By either  party if a  governmental  entity  shall have  issued an
              order,  decree,  or ruling,  or has taken any other action, in any
              case having the effect of permanently  restraining,  enjoining, or
              otherwise prohibiting the Merger, which order, decree,  ruling, or
              other action is final and non-appealable;
         o    By either party if the closing  conditions have not been satisfied
              by September 1, 2006; or
         o    By  either  party  if the  other  party  has  breached  any of its
              covenants  or  representations  and  warranties  in  any  material
              respect  and  has not  cured  its  breach  within  thirty  days of
              receiving  notice  of an intent to  terminate,  provided  that the
              terminating party is itself not in breach.

                                       48


Effect of Termination

         In the event of proper  termination  by either  Dauphin or GeoVax,  the
Merger  Agreement  will  become  void and have no effect,  and no  liability  or
obligation will attach to either Dauphin or GeoVax, except that:

         o    The confidentiality  obligations set forth in the Merger Agreement
              will survive;
         o    The rights of the parties to bring actions  against each other for
              breach of the Merger Agreement will survive; and
         o    The fees and  expenses  incurred  in  connection  with the  Merger
              Agreement and the transactions  contemplated  thereby will be paid
              by the party incurring such expenses.

Fees and Expenses

         All fees and expenses  incurred in connection with the Merger Agreement
and the  transactions  contemplated  thereby will be paid by the party incurring
such expenses whether or not the Merger Agreement is consummated.

Confidentiality; Access to Information

         Dauphin and GeoVax  will  afford to the other  party and its  financial
advisors,  accountants,  counsel,  and  other  representatives,   prior  to  the
completion of the Merger,  reasonable  access during normal business hours, upon
reasonable notice, to all of their respective  properties,  books,  records, and
personnel to obtain all  information  concerning  the  business,  including  the
status of product development efforts,  properties,  results of operations,  and
personnel,  as each  party may  reasonably  request.  Dauphin  and  GeoVax  will
maintain in confidence any non-public information received from the other party,
and use such  non-public  information  only for  purposes  of  consummating  the
transactions contemplated by the Merger Agreement.

Amendment

         The Merger  Agreement may be amended by the parties thereto at any time
by  execution  of an  instrument  in  writing  signed  on  behalf of each of the
parties.

Extension; Waiver

         At any time prior to the  closing,  any party to the  Merger  Agreement
may, in writing, to the extent legally allowed:

         o    extend the time for the  performance of any of the  obligations or
              other acts of the other parties to the agreement;
         o    waive any inaccuracies in the  representations and warranties made
              to such party contained in the Merger Agreement or in any document
              delivered pursuant to the Merger Agreement; and
         o    waive  compliance with any of the agreements or conditions for the
              benefit of such party contained in the Merger Agreement.

                                       49


                              NAME CHANGE PROPOSAL

General

         As a condition  to the closing of the Merger we must amend our Articles
of  Incorporation to change our name to GeoVax Labs, Inc. Our Board of Directors
and the Majority Stockholders have unanimously adopted and approved an amendment
to our Articles of  Incorporation  to change our name from  Dauphin  Technology,
Inc.,  to GeoVax Labs,  Inc. A copy of the Name Change  Amendment is included in
the  Articles  of  Amendment,  which  have  been  attached  to this  Information
Statement as Annex B.

         Like the Authorized Shares Amendment, the Name Change Amendment will be
implemented  by filing the Articles of Amendment  with the Secretary of State of
Illinois.  Once we file the  Articles  of  Amendment,  our name will change from
Dauphin Technology,  Inc. to GeoVax Labs, Inc. Under federal securities laws, we
cannot file the Amendment until at least 20 days after mailing this  Information
Statement.

Consent Required

         Approval  of the Name  Change  Proposal,  through an  amendment  to our
Articles of  Incorporation,  required  the consent of the holders of  two-thirds
(2/3)  of the  outstanding  voting  shares.  As of  the  Record  Date,  Majority
Stockholders   beneficially   owned  217,975,496   Voting  Rights   representing
approximately 73% of the total Voting Rights that could be cast as of the Record
Date.  The Majority  Stockholders  have given their written  consent to the Name
Change Proposal,  and accordingly,  the requisite  stockholder  approval of this
Proposal was obtained by the  execution  of the Majority  Stockholders'  written
consent in favor of the Proposal.

Reason for Amendment

         The name GeoVax Labs,  Inc. will reflect the change in our business and
is a condition to the closing of the Merger.

Effect of the Proposal/Advantages and Disadvantages

         Other than changing our name,  this proposal will not have an effect on
our business or operations.

Chapter 805, Section 10.20 of the Illinois Business Corporation Act

         Chapter 805, Section 10.20 of the Illinois Business  Corporation Act of
1983 permits the amendment of a corporation's articles of incorporation to allow
it to change its name so long as the  amendment is approved by the holders of at
least two-thirds of the votes entitled to be cast on the amendment.

Effective Date

         The Name  Change  Amendment  will  become  effective  upon  filing  the
Articles of  Amendment  with the  Illinois  Secretary  of State.  Under  federal
securities  laws,  we cannot  file the  Amendment  until at least 20 days  after
mailing this Information Statement.

                                       50


            ADOPTION OF GEOVAX LABS, INC. 2006 EQUITY INCENTIVE PLAN

Purpose of the 2006 Equity Incentive Plan

         As a condition  to the closing of the Merger  Agreement,  Dauphin  must
adopt a stock  incentive  plan in a form  acceptable  to  GeoVax.  Our  Board of
Directors and the Majority  Stockholders have approved the 2006 Equity Incentive
Plan  attached  hereto  as  Annex  C. The 2006  Equity  Incentive  Plan  will be
effective at the closing of the Merger. The purpose of the 2006 Equity Incentive
Plan is to promote the long-term  success of Dauphin and its subsidiaries and to
increase stockholder value by:

         o    attracting   and   retaining   key   employees  and  directors  of
              outstanding ability;
         o    encouraging  key  employees  and  directors to focus on long-range
              objectives; and
         o    further aligning the interests of key employees and directors with
              the stake of the stockholders.

         A summary of the 2006 Equity  Incentive  Plan is set forth below.  This
summary  is,  however,  qualified  in its  entirety  by and  subject to the more
complete information set forth in the 2006 Stock Incentive Plan.

Consent Required

         Approval  of the 2006  Equity  Incentive  Plan  Proposal  required  the
consent of the holders of a majority of our outstanding Voting Rights. As of the
Record Date, Majority Stockholders  beneficially owned 217,975,496 Voting Rights
representing  approximately 73% of the total Voting Rights that could be cast as
of the Record Date. The Majority  Stockholders  have given their written consent
to the 2006 Equity  Incentive  Plan  Proposal,  and  accordingly,  the requisite
stockholder  approval of this  Proposal  was  obtained by the  execution  of the
Majority Stockholders' written consent.

Maximum Aggregate Shares Issuable under the 2006 Plan

         The total  shares of Dauphin  common  stock  subject to the 2006 Equity
Incentive  Plan shall not exceed the sum of  36,000,000  shares.  The numbers of
shares reserved under the 2006 Stock Incentive Plan are subject to adjustment in
the event of a change in the  capitalization  of  Dauphin.  The total  number of
shares covered by the 2006 Equity Incentive Plan will represent 6% of the shares
of common stock  outstanding as of the closing date of the Merger. To the extent
that any shares covered by a prior stock  incentive  plan remain  unissued after
the award is canceled,  exchanged,  or expires unexercised,  then such shares of
common  stock may again be  available  for use under the 2006  Equity  Incentive
Plan.

Term of the 2006 Equity Plan

         The 2006 Equity  Incentive Plan will become  effective at the Effective
Time of the Merger.  Unless the 2006 Equity Incentive Plan is earlier terminated
in accordance with its provisions, no stock incentives will be granted under the
2006 Equity  Incentive  Plan after the  earlier of ten years from the  effective
date,  or the date on  which  all of the  shares  reserved  for the 2006  Equity
Incentive  Plan have been  issued or are no longer  available  for use under the
2006 Equity Incentive Plan.

Administration of the 2006 Plan

         The Plan will be  administered by a committee of two or more members of
the Board of Directors. The Committee will have full power to:

                                       51


         o    select  eligible  participants  to receive  awards  under the 2006
              Equity Incentive Plan;
         o    determine  the sizes and types of stock  incentives to award under
              the 2006 Equity Incentive Plan;
         o    determine the terms and conditions of such awards;
         o    interpret  the 2006 Equity  Incentive  Plan and any  agreement  or
              instrument entered into under the 2006 Equity Incentive Plan;
         o    establish,   amend,   or  waive  rules  or  regulations   for  the
              administration of the 2006 Equity Incentive Plan;
         o    amend the terms and conditions of any outstanding stock incentives
              as allowed under the 2006 Equity Incentive Plan; and
         o    make all other determinations,  or take such other actions, as may
              be  necessary  or  advisable  for the  administration  of the 2006
              Equity Incentive Plan.

         Notwithstanding the foregoing, only a committee comprised solely of two
or more directors,  each of whom must be both an "outside  director"  within the
meaning of the Code already defined, and a "non-employee director" as defined in
Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as amended,  may grant
stock incentives that will (1) meet the performance-based exception from the tax
deductibility  limitations  of Section 162(m) of the Code, or (2) be exempt from
Section 16(b) of the Securities Exchange Act of 1934.

Types of Stock Incentives

         The Board of Directors and the Committee may grant the following  stock
incentives  under the 2006 Equity  Incentive Plan (each  individually,  a "Stock
Incentive"):

         o    stock  options  to  purchase  shares  of common  stock,  including
              options  intended  to  qualify  under  Section  422  of  the  Code
              ("incentive  stock  options")  and options not intended to qualify
              under Section 422 of the Code ("non-qualified stock options");
         o    restricted stock awards; and
         o    restricted stock bonus.

         Each  of the  above  Stock  Incentives  will  be  evidenced  by a stock
incentive agreement executed by Dauphin and the eligible recipient, in such form
and with  such  terms and  conditions  as the  Committee  may,  pursuant  to the
provisions of the 2006 Equity Incentive Plan, determine in their discretion from
time to time.

Eligible Recipient

         Awards of Stock  Incentives under the 2006 Equity Incentive Plan may be
made to employees of Dauphin and its subsidiaries,  non-employee directors,  and
consultants or advisors that provide services (other than the offering,  sale or
marketing of Dauphin's securities) to Dauphin or its subsidiaries (collectively,
the "Participants"). Only employees are eligible to receive a grant of incentive
stock options.

Provisions Applicable to Stock Options

         Exercise Price. With respect to each grant of an incentive stock option
to a  Participant  who is not a  stockholder  holding more than 10% of Dauphin's
total voting stock ("ten-percent  stockholder"),  the exercise price will not be
less than the fair  market  value of the  shares,  which is equal to the closing

                                       52


sales price of the common stock on the grant date ("Fair  Market  Value").  With
respect to each  grant of an  incentive  stock  option to a  recipient  who is a
ten-percent  stockholder,  the exercise  price will not be less than 110% of the
Fair Market Value of the shares.

         Option  Term.  Stock  options  may not be  exercised  after  the  tenth
anniversary of the grant date, except that any incentive stock option granted to
a ten-percent  stockholder may not be exercised  after the fifth  anniversary of
the grant date.

         Transferability  Restrictions.  A stock  option  issued  under the 2006
Equity Incentive Plan may not be transferable or assignable,  except by the laws
of descent and  distribution,  and may be exercisable  only by the  Participant.
However, a non-qualified stock option may be transferred by the Participant as a
bona fide gift to his or her spouse,  lineal descendant or ascendant,  siblings,
and children by adoption.

         Payment.  Payment for shares purchased  pursuant to exercise of a stock
option may be made in cash or by  delivery to Dauphin of a number of shares that
have been  owned and  completely  paid for by the  Participant  for at least six
months prior to the date of exercise, or a combination thereof. In addition, the
stock option may be exercised through a brokerage transaction as permitted under
the provisions of Regulation T, applicable to cashless exercises  promulgated by
the Board of Governors  of the Federal  Reserve  System,  unless  prohibited  by
Section 402 of the  Sarbanes-Oxley  Act of 2002. Except as otherwise provided in
the 2006 Equity Incentive Plan,  payment must be made at the time that the stock
option,  or any part  thereof,  is  exercised,  and no shares shall be issued or
delivered to the Participant  upon exercise of its option until full payment has
been made by the Participant.  Unless  prohibited by the  Sarbanes-Oxley  Act of
2002, in the sole  discretion of the Committee,  a stock option may be exercised
by delivery to Dauphin of a promissory  note executed by the  Participant,  with
such other terms and conditions as the Committee may determine. Other methods of
payment may also be used if approved by the  Committee  in its sole and absolute
discretion and provided for under the related stock incentive agreement.

         Repricing of Stock Options.  The Committee may approve the repricing of
all or any portion of  outstanding  stock options  granted under the 2006 Equity
Incentive Plan without the additional approval of the stockholders.

Provisions Applicable to Stock Bonus

         A stock  bonus is an award of shares  under the 2006  Equity  Incentive
Plan for  extraordinary  service to Dauphin or any  subsidiary  of Dauphin.  The
Committee will determine the number of shares to be awarded and any  conditions,
criteria, or performance requirements applicable to the stock bonus.

Provisions Applicable to Stock Awards

         A stock  award is an offer by  Dauphin  to sell to an  eligible  person
shares  that  may or may not be  subject  to  restrictions.  The  Committee  may
determine  the terms,  conditions,  restrictions,  and other  provisions of each
stock award.  Stock awards issued under the 2006 Equity  Incentive Plan may have
restrictions  that lapse based upon the service of a Participant,  or based upon
the  attainment  of  performance  goals  established  pursuant  to the  business
criteria  listed in the 2006  Equity  Incentive  Plan,  or based  upon any other
criteria that the Committee may  determine  appropriate.  The purchase  price of
shares sold  pursuant to a stock award will be determined by Dauphin on the date
the stock  award is granted  but may not be less than the fair  market  value of
Dauphin common stock on the date of grant,  provided  however,  in the case of a
sale to a holder of 10% or more of Dauphin's  common stock,  the purchase  price
shall not be less than 110% of the fair market value.

                                       53


Repurchase Rights

         The Committee may attach a right of Dauphin, or an assignee of Dauphin,
to  repurchase  all,  or any  portion  of, a Stock  Award  under the 2006 Equity
Incentive Plan.

Amendment and Termination

         The Board of Directors or the  Committee  may  suspend,  terminate,  or
amend the 2006  Equity  Incentive  Plan from time to time  except  that  certain
amendments  as  specified  in the  2006  Equity  Incentive  Plan may not be made
without the approval of the  stockholders of Dauphin,  including an amendment to
increase  the  number of shares  reserved  and  issuable  under the 2006  Equity
Incentive  Plan,  to extend the term of the 2006 Equity  Incentive  Plan,  or to
decrease  the  minimum  exercise  price of any  Stock  Incentive.  The  Board of
Directors or the Committee may also modify,  amend or cancel any Stock Incentive
granted  under the 2006 Equity  Incentive  Plan,  including the repricing of any
outstanding  Stock  Options  granted  under  the  2006  Equity  Incentive  Plan;
provided, however, that without the consent of the Participant affected, no such
modification,  amendment  or  cancellation  may  diminish  the  rights  of  such
Participant under the Stock Incentive  previously  granted under the 2006 Equity
Incentive Plan.

Federal Income Tax Consequences

The  following is a brief  description  of the material  United  States  federal
income tax  consequences  associated with Stock Incentives under the 2006 Equity
Incentive Plan. It is based on existing United States laws and regulations,  and
there can be no assurance that those laws and regulations will not change in the
future. The summary does not purport to be complete and does not discuss the tax
consequences  upon a  Participant's  death,  or the provisions of the income tax
laws of any municipality,  state or foreign country in which the Participant may
reside,  or all  possible tax  consequences  of the receipt or exercise of stock
rights  under  the 2006  Equity  Incentive  Plan,  which  consequences  may vary
depending upon a participant's individual tax and financial circumstances.

         Incentive Stock Options.  An option holder has no tax consequences upon
issuance or,  generally,  upon  exercise of an incentive  stock option  ("ISO").
However,  the excess of the fair market value of the shares transferred upon the
exercise  of an ISO over the  exercise  price  for such  shares  generally  will
constitute an item of  alternative  minimum tax  adjustment to the option holder
for the year in which the  option is  exercised,  and thus it may  increase  the
option  holder's  federal income tax liability as a result of the exercise of an
ISO under the  alternative  minimum tax rules of the Code. An option holder will
recognize income when he sells or exchanges the shares acquired upon exercise of
an ISO.  This income will be taxed at the  applicable  capital gains rate if the
sale or exchange occurs after the expiration of the requisite  holding  periods.
Generally,  the  requisite  holding  periods  expire two years after the date of
grant of the ISO and one year after the date of  acquisition of the common stock
pursuant to the exercise of the ISO.

         If an option holder  disposes of the common stock acquired  pursuant to
exercise of an ISO before the expiration of the requisite  holding periods,  the
option  holder  will  recognize  ordinary  income  in an  amount  equal  to  the
difference  between the option price and the lesser of (i) the fair market value
of the  shares on the date of  exercise,  and (ii) the price at which the shares
are sold.  However,  if the option holder is subject to suit under Section 16(b)
of the  Securities  Exchange  Act of 1934 (the short swing  profits  rule),  the
option  holder  will  recognize  ordinary  income  in an  amount  equal  to  the
difference  between the option price and the lesser of (i) the fair market value
of the shares as of a later date (such  later date being the  earlier of (1) the
expiration  of six  months  from the date of  exercise,  or (2) the first day on

                                       54


which the  disposition  of such property would not subject such option holder to
suit under  Section  16(b) of the  Securities  Exchange Act of 1934,  unless the
option  holder makes a timely Code  ss.83(b)  election,  in which event the fair
market value of the shares will be determined on the date of exercise), and (ii)
the price at which the shares are sold.  This  amount  will be taxed at ordinary
income  rates.  If the sale price of the shares is greater  than the fair market
value on the date of exercise,  the difference will be recognized as gain by the
option holder and taxed at the applicable  capital gains rate. If the sale price
of the shares is less than the option price,  the option holder will recognize a
capital loss equal to the excess of the option  price over the sale price.  Such
capital gain or loss will be treated as long-term or short-term  capital gain or
loss  depending  upon whether the holding  period  applicable  to the  long-term
capital assets has been satisfied.

         For these purposes,  the use of shares acquired upon exercise of an ISO
to pay the option price of another option  (whether or not it is an ISO) will be
considered a disposition of the shares.  If this  disposition  occurs before the
expiration of the  requisite  holding  periods,  the option holder will have the
same tax consequences as are described above in the preceding paragraph.  If the
option  holder  transfers  any such shares after  holding them for the requisite
holding  periods,  or  transfers  shares  acquired  pursuant  to  exercise  of a
nonqualified  stock option ("NQSO") or on the open market, he generally will not
recognize any income upon the exercise.  Whether or not the  transferred  shares
were acquired  pursuant to an ISO, and  regardless of how long the option holder
has held such  shares,  the basis of the new  shares  received  pursuant  to the
exercise  will be  computed  in two steps.  In the first  step,  a number of new
shares equal to the number of older shares  tendered (in payment of the option's
exercise) is considered exchanged under Code ss.1036 and the rulings thereunder.
Accordingly, these new shares receive the same holding period and the same basis
the  option  holder  had in the old  tendered  shares,  if any,  plus the amount
included in income from the deemed sale of the old shares and the amount of cash
or other nonstock  consideration  paid for the new shares, if any. In the second
step,  the number of new shares  received by the option  holder in excess of the
old tendered shares  receives a basis of zero, and the option  holder's  holding
period with respect to such shares commences upon exercise.

         An option holder may have tax  consequences  upon exercise of an ISO if
the  aggregate  fair market value of shares of the common stock  subject to ISOs
that first  become  exercisable  by an option  holder in any one  calendar  year
exceeds  $100,000.  If this occurs,  the excess shares will be treated as though
they are a NQSO  instead of an ISO.  Upon  exercise of an option with respect to
these shares,  the option holder will have the tax consequences  described below
with respect to the exercise of NQSOs.

         Generally,  there will be no tax  consequences to Dauphin upon issuance
or upon  exercise  of an ISO.  However,  to the  extent  that an  option  holder
recognizes ordinary income upon exercise,  as described above, Dauphin generally
will have a deduction in the same amount,  provided Dauphin satisfies applicable
federal income tax reporting  requirements or the option holder actually reports
such income on his or her federal income tax return.

         Non-Qualified  Stock Option.  Neither Dauphin nor the option holder has
income tax consequences from the issuance of NQSOs.  Generally,  in the tax year
when an option holder  exercises NQSOs,  the option holder  recognizes  ordinary
income in the amount by which the fair market value of the shares at the time of
exercise exceeds the option price for such shares. However, if the option holder
is subject to suit under  Section 16(b) of the  Securities  Exchange Act of 1934
(the short swing profits rule), the option holder recognizes  ordinary income in
the amount by which the fair market value of the shares determined as of a later
date exceeds the option  price for such  shares,  with such later date being the
earlier of (i) the  expiration of six months from the date of exercise,  or (ii)
the first day on which the  disposition  of such property would not subject such
option  holder to suit under  Section  16(b) of the  Securities  Exchange Act of
1934, unless the option holder makes a timely Code ss.83(b)  election,  in which
event the fair  market  value of the shares  will be  determined  on the date of
exercise.  Dauphin  generally will be entitled to a deduction in the same amount
as the ordinary  income  recognized  by the option  holder in Dauphin's tax year
during which the option holder  recognizes  ordinary  income,  provided  Dauphin
satisfies  applicable  federal income tax reporting  requirements  or the option
holder actually reports such income on his or her federal income tax return.

                                       55


         If a NQSO issued under the 2006 Equity  Incentive Plan does not have an
exercise  price that is greater  than or equal to the fair  market  value of the
stock  subject  to the NQSO as of the date of grant of the NQSO,  then such NQSO
issued under the Plan  generally  would be considered a  "nonqualified  deferred
compensation plan" subject to taxation under Code ss.409A. Even if a NQSO issued
under the 2006 Equity Incentive Plan does have an exercise price that is greater
than or equal to the fair  market  value of the stock  subject to the NQSO as of
the date of grant of the  NQSO,  if there is some  additional  deferral  feature
within the NQSO,  then such NQSO might be  considered a  "nonqualified  deferred
compensation  plan"  subject to  taxation  under Code  ss.409A.  If this were to
occur,  the  above-discussed  tax  consequences  would be dramatically  changed.
Dauphin  does  not  intend  to  issue  any  NQSO  that  might  be  considered  a
"nonqualified  deferred  compensation  plan"  subject  to  taxation  under  Code
ss.409A.

         Depending  upon the time that a Participant  holds its shares of common
stock  after  exercise,  the sale or other  taxable  disposition  of the  shares
acquired through the exercise of a NQSO generally will result in a short-term or
long-term  capital  gain or loss  equal to the  difference  between  the  amount
realized on such  disposition  and the fair market value of such shares when the
NQSO was  exercised (or if the option holder was subject to Section 16(b) of the
Securities  Exchange  Act of 1934  and  did  not  make a  timely  Code  ss.83(b)
election,   the  fair  market  value  on  the  delayed  determination  date,  if
applicable).

         Special  rules apply to an option holder who exercises a NQSO by paying
the  exercise  price,  in whole or in part,  by the transfer of shares of common
stock to  Dauphin.  If an option  holder  exercises  a NQSO by paying the option
price with previously  acquired  common stock,  the option holder will generally
recognize  income  (relative to the new shares he is receiving) in two steps. In
the first step, a number of new shares  equivalent to the number of older shares
tendered (in payment of the NQSO exercised) is considered to have been exchanged
in accordance with Code ss.1036 and the rulings thereunder. Accordingly, no gain
or loss is  recognized  upon the  exchange,  and the new shares  received in the
exchange obtain the same holding period and the same basis the option holder had
in the old tendered  shares.  In the second step,  with respect to the number of
new shares acquired in excess of the number of old shares  tendered,  the option
holder  will  recognize  income on those new shares  equal to their fair  market
value less any nonstock consideration tendered.

         The excess new shares  received will obtain a basis equal to the amount
of income recognized by the option holder through its exercise, and increased by
any  nonstock  consideration  tendered.  The  holding  period for the excess new
shares commences upon the exercise of the option.

         Stock Bonus.  A recipient of a stock bonus will  recognize  income upon
its  receipt,  but  generally  only to the  extent  that it is not  subject to a
substantial  risk of forfeiture.  If the stock bonus is subject to  restrictions
that  lapse in  increments  over a period of time,  so that the  holder  becomes
vested in a portion of the shares as the  restrictions  lapse,  the holder  will
recognize  income in any tax year only with  respect to the shares  that  become
nonforfeitable during that year. If a holder of restricted stock cannot sell the
common stock without being subject to suit under Section 16(b) of the Securities
Exchange Act of 1934 (the short swing  profits  rule),  the common stock will be
treated as subject to a substantial  risk of forfeiture.  The income  recognized
will be equal to the fair market  value of those  shares,  determined  as of the
time that the restrictions on those shares lapse.  That income generally will be
taxable at ordinary  income tax rates.  Dauphin  generally will be entitled to a
deduction in an amount equal to the amount of ordinary income  recognized by the
holder of the restricted stock,  provided Dauphin satisfies  applicable  federal
income tax reporting requirements or the holder of the restricted stock actually
reports such income on his or her federal income tax return.

                                       56


         Alternatively,  a holder of  restricted  stock  may make a timely  Code
ss.83(b) election to recognize  ordinary income for the taxable year in which he
receives  an award of  restricted  stock in an amount  equal to the fair  market
value of all shares of  restricted  stock awarded to him (even if the shares are
subject to  forfeiture).  That  income  will be taxable at  ordinary  income tax
rates.  At the time of disposition of the shares,  a holder who has made such an
election will recognize  gain in an amount equal to the  difference  between the
sales  price and the fair  market  value of the shares at the time of the award.
Such gain will be taxable at the  applicable  capital  gains rate. A timely Code
ss.83(b)  election  must be  made  within  30 days  after  the  transfer  of the
restricted  stock  to the  holder.  Dauphin  generally  will  be  entitled  to a
deduction equal to the amount of ordinary income recognized by the holder at the
time of his election,  provided Dauphin satisfies  applicable federal income tax
reporting  requirements or the employee  actually  reports such income on his or
her federal income tax return.

         Limitation on Tax Deductions for Dauphin. Notwithstanding the preceding
provisions,  no federal income tax deduction is allowed for compensation paid to
a "covered  employee"  in any  taxable  year of Dauphin to the extent  that such
compensation exceeds $1,000,000.  The $1,000,000  limitation is reduced (but not
below  zero) by the  amount  (if any)  that  would  have  been  included  in the
compensation of a covered  employee for a taxable year but for being  disallowed
by reason of being a golden parachute  payment under Code ss.280G.  (See "Golden
Parachute Payments" below.) For this purpose,  "covered employees" are generally
the chief executive officer of Dauphin and the four highest compensated officers
of Dauphin, and the term "compensation" generally includes amounts includable in
gross income as a result of the exercise of stock options or stock  appreciation
rights, or the receipt of restricted  stock. This deduction  limitation does not
apply to compensation that is commission based  compensation,  performance based
compensation,  or  compensation  that would not be  includable  in an employee's
gross income.

         Regulations indicate that compensation  attributable to a stock option,
or a stock appreciation right,  generally will satisfy the limitation  exception
for  performance  based  compensation  if  the  grant  or  award  is  made  by a
compensation committee composed of "outside" directors, the plan under which the
option or right is granted  states the maximum  number of shares with respect to
which the  options  or rights may be granted  during a  specified  period to any
employee,  and,  under  the  terms  of  the  option  or  right,  the  amount  of
compensation  the employee  could  receive is based solely on an increase in the
value of the stock after the date of the grant or award. Stock options and stock
appreciation  rights  granted under the 2006 Equity  Incentive Plan may possibly
satisfy  these  requirements,  depending  upon the specific  terms,  provisions,
restrictions, and limitations of such options or rights.

         Awards under the 2006 Equity  Incentive  Plan generally may satisfy the
limitation  exception for performance  based  compensation  if (1)  compensation
received under the award is paid solely on account of, and contingent  upon, the
attainment  of  one  or  more   pre-established,   objective  performance  goals
established  by  a  compensation  committee,  (2)  the  material  terms  of  the
performance  goal under which the  compensation  is to be paid must be disclosed
to, and subsequently  approved by, the  stockholders  before the compensation is
paid,  and (3) the  compensation  committee  must  certify in  writing  prior to
payment of the compensation  that the performance goals and other material terms
have been satisfied.

         ERISA.  The 2006 Equity  Incentive  Plan is not, and is not intended to
be, an employee benefit plan subject to the Employee  Retirement Income Security
Act of 1974,  as  amended  ("ERISA"),  as it does  not  provide  either  welfare
benefits or a deferral of income for periods  extending  to the  termination  of
employment or retirement.

         Golden Parachute  Payments.  Under Code ss.280G,  no federal income tax
deduction is allowed to a corporation  for "excess  parachute  payments" made to
"disqualified  individuals," and receipt of such payments subjects the recipient
to a 20%  excise  tax  under  Code  ss.4999.  For  this  purpose,  "disqualified
individuals"  are  generally  officers,   stockholders,  or  highly  compensated
individuals  performing  services  for  a  corporation,  and  the  term  "excess

                                       57


parachute  payments"  generally  includes payments in the nature of compensation
that are  contingent  on a change in the  ownership  or  effective  control of a
corporation,  to the extent that such  payments (in present  value) exceed three
times the payee's average annual taxable  compensation  from the corporation for
the previous five years.  Certain  payments with respect to non-publicly  traded
corporations, payments for reasonable compensation for services rendered after a
change of control  transaction,  and payments from qualified plans are generally
not included in determining "excess parachute payments."

New Plan Benefits

         The Stock  Incentives  that  would be  granted  under  the 2006  Equity
Incentive  Plan to the eligible  recipients are subject to the discretion of the
Board of Directors,  the Committee, or management of Dauphin, and the incentives
are  therefore  not  determinable  at this time.  Dauphin  expects to issue such
shares to the  members of the Board of  Directors  following  the  stockholders'
adoption of the 2006 Equity Incentive Plan.

                   CURRENT DIRECTORS AND ELECTION OF DIRECTORS

         Dauphin's bylaws  currently  provide that the number of directors shall
be fixed from time to time,  but shall be comprised of not less than three,  and
not more than nine  members,  and that each  director  shall be elected to serve
until the next annual  meeting of  stockholders  and until his or her  successor
shall be elected and shall qualify.

         Currently we have three directors.  Biographical  information about our
current directors is as follows:

         Andrew J. Kandalepas. Mr. Kandalepas, age 54, is the current President,
Chief Executive  Officer and Chairman of the Board of Dauphin  Technology,  Inc.
Under his  leadership,  beginning  in 1995,  Dauphin  Technology  developed  and
marketed several high tech products including, miniature hand held computers and
Set  Top  Boxes.  Additionally,  during  his 11  year  tenure  at  Dauphin,  Mr.
Kandalepas,  has been  successful  in raising  in excess of $60M in private  and
public  capital  as  well as  expanding  Dauphin's  shareholder  base  from  400
shareholders in 1995 to approximately 11,000 shareholders currently.

         Mr.  Kandalepas has a varied 30-plus year career as an entrepreneur and
executive manager.  After 12 successful years with GTE and Motorola,  he founded
Cadserv  Corporation,  a privately owned Engineering and Circuit Board Solutions
boutique service provider to major electronic OEM's.

         Mr.  Kandalepas is an active  participant in the local Greek  community
and  founder  of the St.  Athanasios,  Greek  Orthodox  Seminary  in  Woodstock,
Illinois.  He earned  his  Electronics  Engineering  Degree in 1974,  from DeVry
Institute of Technology.

         Gary E. Soiney. Mr. Soiney, age 66, has served as a director of Dauphin
since 1995.  Mr. Soiney  graduated from the University of Wisconsin in Milwaukee
with a degree in Business  Administration.  He is  currently an owner of Pension
Design & Services, Inc., a Wisconsin corporation,  which performs administrative
services for qualified pension plans to business primarily in the Mid-West.

         Dr.  Daniel D. Kiddy.  Dr.  Kiddy,  age 43, has served as a director of
Dauphin since 2002. Dr. Kiddy is a surgeon  specializing  in podiatric  medicine
with a private practice in O'Fallon, Missouri. He began private practice in 1992
after  completing  surgical  residencies at Yale,  St.  Raphael  Hospital in New


                                       58


Haven, Connecticut and at Delaware Valley Medical Center. He is currently on the
executive  medical  committee  for  Unity  Health  Care and  operates  a private
business  providing  healthcare to patients in over 150 nursing homes throughout
the state of Missouri.

         As a condition to the closing of the Merger,  we were required to elect
the  designees  of  GeoVax  to our Board of  Directors  in place of our  current
directors,  other than Andrew J. Kandalepas, and appoint the designees of GeoVax
as our executive  officers.  The  following  table sets forth the names of those
persons  who  will  serve as  officers  and  directors  of  Dauphin  immediately
following the closing of the Merger.

Name                     Age       Position
----                     ---       --------

Donald G. Hildebrand      65       Chairman/President/CEO
David A. Kennedy          48       Board Member/Vice President
John N. (Jack) Spencer    65       Board Member/ /Chairperson Audit Committee
Edith Murphree            53       Board Member/Vice President
Gary Teal                 49       Board Member/Corporate Secretary-Treasurer
Andrew J. Kandalepas      54       Board Member/Vice Chairman and Vice President
Dean G. Kollintzas        33       Board Member

         Biographical information about those persons who will serve as officers
and directors of Dauphin is as follows:

         Donald G.  Hildebrand.  Mr.  Hildebrand  is a founder of GeoVax and has
served as a member of its Board of Directors since June 2001.  Prior to founding
GeoVax,  Mr.  Hildebrand  was  employed as North  American  President  and Chief
Executive Officer of Rhone Merieux, Inc., a subsidiary of Rhone Merieux, S.A., a
world leader in the  biopharmaceutical  and animal health industries.  Under Mr.
Hildebrand's  leadership,  which began in 1984 and ended in 1997, Rhone Merieux,
Inc. had grown its annual sales from $0 to over $200 million per year.  In 1997,
Mr.  Hildebrand  agreed to become  Global Vice  President of Merial  Limited,  a
position that he held until 2000.  Merial  Limited,  a joint  venture  formed by
Rhone Merieux, S.A. and Merck AgVet, is the largest animal health company in the
world, with annual sales exceeding $1.8 billion. Prior to joining Rhone Merieux,
Inc., Mr.  Hildebrand  founded  Biocraft Ltd.,  which he sold to Solvay & Cie of
Brussels,  Belgium  in 1981.  Subsequent  to this  merger,  Mr.  Hildebrand  was
appointed  Director  of Global  Biological  Operations/Research/Development  and
Manufacturing  for   Salsbury/Solvay.   Mr.   Hildebrand   received  his  BS  in
microbiology from the University of Wisconsin.

         David A. Kennedy.  Mr.  Kennedy joined the GeoVax Board of Directors in
March of 2004.  In July  1998,  Mr.  Kennedy  and  others  founded  InteCap,  an
intellectual  property  consulting  firm. He was employed by InteCap and led the
firm's intellectual  property transaction and licensing practice through June of
2003.  From June 2003 through  August  2005,  Mr.  Kennedy  founded and then was
employed  as  the  Chief  Executive  Officer  of  Intellectual   Property  Asset
Corporation ("IPAC"). IPAC provides intellectual property valuation,  consulting
services and transaction services.  Since August of 2005, Mr. Kennedy has served
as the Chief Executive Officer of alseT IP, LLC. alseT IP provides  financing to
companies,   universities   and  inventors   receiving   royalty   streams  from
intellectual  property.  Mr. Kennedy currently serves as an Advisor to IPAC, and
as a member of the Board of  Directors  of  ExchangeBlvd.com,  Inc.,  which is a
publicly traded  company.  Mr. Kennedy is a certified  public  accountant in the
state of Georgia and a graduate of the University of Georgia.

         John N.  (Jack)  Spencer.  Mr.  Spencer  will join the GeoVax  Board of
Directors upon  consummation  of the Merger.  Mr. Spencer is a certified  public
accountant  and was a partner of Ernst & Young where he spent more than 38 years
until he retired in 2000.  During his career with Ernst & Young,  he coordinated

                                       59


that  Firm's  services  to  public  and  private  companies   primarily  in  the
manufacturing,  distribution and medical and information  technology industries.
Mr. Spencer has been active in Georgia's technology  community,  where he served
as  president  and a director of the Business  and  Technology  Alliance and was
co-founder  and is the  treasurer of the Atlanta  Venture  Forum.  In 2002,  Mr.
Spencer was awarded the Georgia Biomedical  Partnership's first annual award for
being a principal  architect of the  biomedical  community  in Georgia.  He also
served as president of the Georgia Biomedical  Partnership in 2003 and 2004. Mr.
Spencer  serves as a  director  of a number of  companies,  including  Firstwave
Technologies,  Inc.,  a  public  company,  where he is also  chair of the  audit
committee.  Mr. Spencer  received a BS degree from Syracuse  University,  and he
earned an MBA degree from Babson College.  He also attended the Harvard Business
School Advance Management Program.

         Edith  Murphree.  Ms.  Murphree  became a member of the GeoVax Board of
Directors in April 2005. She is currently, and has been since October 2003, Vice
President for Finance at Emory  University in Atlanta,  Georgia.  Prior to being
appointed  Vice  President  for Finance,  Ms.  Murphree was the  Associate  Vice
President for Administration at Emory University,  a position that she held from
1998 through 2003. Ms. Murphree began her association  with Emory  University in
1987 when she was appointed Assistant Vice President for Finance and Controller.
Ms.  Murphree  currently  serves as a director  of the boards the Emory  Federal
Credit Union,  SOLINET  (Southeastern  Library Network) and the Clifton Casualty
Insurance  Company,  Ltd.  Ms.  Murphree  received a BS in  accounting  from the
University of Alabama and a Masters of Business  Administration  in finance from
Georgia State University.

         Gary Teal. Mr. Teal became a member of the GeoVax Board of Directors in
December 2001. He has been Senior Associate Vice President for Administration at
Emory  University  and  Chief of Staff to the CEO  since  2004.  He also  became
Administrative  Dean to the Woodruff  Leadership  Academy at Emory University in
2002.  Mr. Teal was Associate Vice  President for Health  Affairs:  2000 - 2004;
Director of Financial Services,  Emory Healthcare:  1994 - 2004;  Assistant Vice
President for Health Affairs: 1995 - 1999; Director of Projects, Woodruff Health
Sciences  Center:  1993  - 1995  and  Emory  University  Director  of  Financial
Disbursements:  1986 -  1993.  Previous  to  Emory  affiliations  Mr.  Teal  was
Associate Director of Disbursements, Office of the Vice President for Finance at
Georgia State  University,  Atlanta,  GA from 1982 - 1986. Mr. Teal received his
BBA and MBA from Georgia State University.

         Andrew J. Kandalepas - (Information provided above).

         Dean G. Kollintzas. Mr. Kollintzas is an Intellectual Property Attorney
specializing in biotechnology and pharmaceutical licensing, FDA regulation,  and
corporate/international  transactions.  He  has  worked  in  Israel  as  a  U.S.
consultant to the firm of Baratz, Gilat, Bar-Natan with biotechnology  companies
such a Clal Biotechnology  Industries Limited and D-Pharm.  As an associate with
the firm LaFollette,  Godfrey & Kahn in Madison, Wisconsin, Mr Kollintzas worked
with  the  Wisconsin  Alumni  Research  Foundation  "WARF"  on  various  FDA and
intellectual  property  engagements  as well  as  many of its  commercialization
efforts.  Mr. Kollintzas  received a Microbiology  degree from the University of
Illinois  and a J.D.  from  Franklin  Pierce Law  Center.  He is a member of the
Wisconsin and American Bar Associations.

Scientific Advisory Board

         Dr. Harriet Latham Robinson. Dr. Robinson is a co-founder of GeoVax and
has served as Chief of its  Scientific  Advisory  Board since  formation  of the
company in 2001.  Dr Robinson is  recognized  as one of the leading AIDS vaccine
researchers where she has devoted over 15 years toward developing  effective and
safe AIDS  vaccines  designed to prevent  clinical  AIDS.  Over the past several
years Dr.  Robinson has received over $23 million in Federal  grants  supporting
our AIDS  vaccine  development  program.  Dr.  Robinson  has been the Asa Griggs

                                       60


Candler Professor of Microbiology and Immunology at Emory University in Atlanta,
Georgia since 1999 and has been Chief,  Division of Microbiology and Immunology,
Yerkes National  Primate Center and Professor at the Emory U. School of Medicine
1998-present.  She was  Professor,  Dept of  Microbiology  &  Immunology  at the
University of  Massachusetts  Medical Center  1988-1997 and Staff,  then Senior,
then Principle Scientist at the University of Massachusetts Worcester Foundation
for Experimental  Biology 1977-1987.  She was also a National Science Foundation
Postdoctoral  Fellow  at  the  Stanford  School  of  Medicine  in  Berkeley,  CA
1965-1967.  Over the past  several  years she has received  numerous  honors and
awards as guest lecturer and/or member of the National Foundation for Infectious
Diseases, World Health Organization [WHO], American Academy of Science, National
Institutes of Health[NIH],  Rockefeller Foundation,  Gates Foundation,  American
Society for  Microbiology  and several  others.  She  additionally  has over 200
scientific  publications.  Dr Robinson has a B.A degree from Swarthmore  College
and M.S. and PhD from the Massachusetts Institute of Technology

Consent Required

         The  Majority  Stockholders  owning  73% of  the  total  Voting  Rights
consented to the election of the  above-listed  nominees for director of Dauphin
effective at the time of the closing of the Merger.

Information about Committees

         Dauphin's  Board of  Directors  does not  currently  have a  nominating
committee,  an audit committee, or a compensation committee. No person currently
serving as a director  of Dauphin  qualifies  as an "audit  committee  financial
expert,"  as  defined by the  Sarbanes  Oxley Act of 2002,  and the  regulations
promulgated under the Securities Act of 1933 and the Securities  Exchange Act of
1934. In selecting  individuals to serve as our Board of Directors following the
closing of the Merge,  we sought out  individuals who would be able to guide our
operations based on their business  experience,  both past and present, or their
education.

         We anticipate that a nominating committee,  audit committee,  and other
committees  of the Board of  Directors  will be formed  after the closing of the
Merger. Following the closing of the Merger, we anticipate that Mr. Spencer will
be designated as our audit committee financial expert.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We plan to issue up to  20,000,000  shares of our commons  stock to our
president,  Andrew J.  Kandalepas,  for  services  rendered in the Merger and in
connection  with the  recently  settled  litigation,  within  certain  preferred
stockholders.

                               DISSENTERS' RIGHTS

         There  are  no  dissenters'   rights   applicable  to  the  Transaction
Proposals.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

         The following  table sets forth  information  regarding the  beneficial
ownership  of our  common  stock as of June 29,  and after  consummation  of the
Merger by:

         o    each person known by us to be the beneficial owner of more than 5%
              of our outstanding shares of common stock either on June 29, 2006,
              or after the consummation of the Merger;

                                       61


         o    each of our current executive officers and directors;
         o    each director nominee;
         o    all our current executive officers and directors as a group; and
         o    all of our  executive  officers and directors as a group after the
              consummation of the Merger.



                                                                      Beneficial Ownership of Our
                             Beneficial Ownership of Our               Common Stock After the
                             Common Stock on June 29, 2006            Consummation of the Merger
                             -------------------------------------------------------------------------
                                                                           Percent of Class After
                                            Percentage of                     Merge Assuming No
  Name and Address of          Number of     Class Before    Number of     Exercise of Conversion
  Beneficial Owner             Shares           Merger       Shares        or Dissenters' Rights
------------------------------------------------------------------------------------------------------
                                                                       
Andrew J. Kandalepas (1)      1,917,497           1.9%      21,917,497             3.0%
Dr. Daniel D. Kiddy (2)       1,555,350           1.6%       1,555,350              -
Gary E. Soiney (3)              500,000             -          500,000              -
Dean G. Kollintzas               -0-                -           -0-                 -
Donald G. Hildebrand             -0-                -       58,444,582             8.0%
David A. Kennedy(4)              -0-                -       20,064,292             2.7%
Edith Murphree                   -0-                -           -0-                 -
Gary Teal                        -0-                -           -0-                 -
Emory University                 -0-                -      230,995,252            31.4%


(1)      Includes a loan convertible into 850,000 shares.
(2)      Includes a loan convertible into 1,380,000 shares.
(3)      Includes a loan convertible into 500,000 shares.
(4)      Includes Mr. Kennedy's proportionate share of the common stock owned by
         IP Squared Biotech LLC.

                             MARKET PRICE OF DAUPHIN
                      COMMON STOCK AND DIVIDEND INFORMATION

         Our common  stock is quoted on the Pink Sheets  under the symbol  DNTK.
Historically,  Dauphin has not paid cash  dividends and Dauphin has no intention
to do so in the  foreseeable  future.  The  following  table  sets forth for the
periods  indicated  the high and low sales  prices for Dauphin  common  stock as
quoted by the Pink Sheets.


                                                       Market Prices
                                                -----------------------------

                                                    High            Low
                                                --------------  -------------

 2004
     First Quarter                                 .38            .05
     Second Quarter                                .77            .13
     Third Quarter                                 .46            .15
     Fourth Quarter                                .34            .10
 2005
     First Quarter                                 .33            .13
     Second Quarter                                .56            .24
     Third Quarter                                 .51            .41
     Fourth Quarter                                .91            .47
2006
    First Quarter                                 1.16            .32
    Second Quarter                                 .73            .36
    Third Quarter (through August 3, 2006)         .71            .52

                                       62


Holders

         The number of  stockholders  of record of Dauphin's  common stock as of
June 29, 2006 as  reported by the  Company's  transfer  agent was  approximately
11,000.  A number of Dauphin's  stockholders  on record are  brokerage  firms or
stock clearing  agencies.  Therefore,  we believe the total number of beneficial
stockholders is greater than 11,000.

Dividend Policy

         Dauphin has not paid any cash dividends on its common stock to date and
does not intend to pay  dividends  prior to the  completion  of the Merger.  The
payment  of  dividends  in the  future  will be  contingent  upon  revenues  and
earnings,  if any, capital  requirements,  and its general  financial  condition
subsequent to completion of the Merger. The payment of any dividends  subsequent
to the Merger will be within the  discretion of the then Board of Directors.  It
is the present  intention of the Board of Directors to retain all  earnings,  if
any,  for use in the  business  operations.  Accordingly,  the  Board  does  not
anticipate declaring any dividends in the foreseeable future.

Preferred Stock

         Dauphin  is  authorized  to issue up to  10,000,000  shares of Series A
Preferred  Stock,  $0.01 par  value.  In the second  quarter of 2005,  we issued
10,000,000 of Preferred Stock to one investor.  Each share of Preferred Stock is
entitled to twenty votes,  voting  together with the holders of shares of common
stock,  and not as a class,  on each matter  submitted to a vote at a meeting of
stockholders  of Dauphin.  Holders of the 10,000,000  shares of preferred  stock
have agreed to convert and exchange such shares for 20,000,000 shares of Dauphin
common stock upon closing of the Merger.

Warrants, Options and Convertible Debt

         Currently,  there are  outstanding  options  and  warrants  to purchase
shares of Dauphin  common  stock.  Information  about  outstanding  options  and
warrants is as follows:

                               Shares Underlying   Exercise    Expiration
             Holder             Option/Warrant       Price        Date
             ------            -----------------   --------    -----------

Crescent International Ltd.            700,000      $1.3064   June 24, 2007


         Currently,  Dauphin has  outstanding  debt in the amount of  $5,460,878
that will be  converted  into  42,919,030  shares of common  stock  prior to the
Merger.

         We anticipate  that as a result of the Merger,  we will assume  options
and  warrants of GeoVax  which will  entitle  the  holders to acquire  shares of
Dauphin common stock as follows:

                                       63


                            Shares Underlying         Exercise      Expiration
     Holder                   Option/Warrant           Price           Date
     ------                 -----------------         --------      -----------

Donald G. Hildebrand             600,000               $1.32           (1)
John Creech                        15,000              $1.20           (3)
Mark Keister                     202,000               $1.20           (4)
Harriett Robinson                300,000               $1.20           (5)
Jack Berg                          45,000              $1.20           (6)
Michael Hellerstein                10,000              $1.20           (2)

         (1)  Options  are vested and  includes  an option for  300,000  shares,
              which  expires on  December  20,  2007 and an option  for  300,000
              shares which expires on February 5, 2009.
         (2)  Options vest in three  increments on May 12, 2006 (3,333  shares);
              May 12, 2007 (3,333 shares) and May 12, 2008 (3,334  shares).  All
              expire May 12, 2010.
         (3)  Options are vested; one third expires on each of February 5; 2009,
              2010 & 2011.
         (4)  177,000  Options  are vested and 25,000  vest on February 5, 2007.
              Expirations include 59,000 on February 5, 2009; 34,000 on April 1,
              2009;  25,000 on February 5, 2010; 34,000 on April 1, 2010; 25,000
              on February 5, 2011 and 25,000 on February 5, 2012.
         (5)  Options are vested and one third expires on February 5; 2009, 2010
              and 2011 respectively.
         (6)  Options are vested and one third expires on February 5; 2009, 2010
              and 2011 respectively.

Transfer Agent and Registrar

         Dauphin's  transfer agent is American Stock Transfer and Trust Company,
6201 15th Avenue, Brooklyn, New York 11219.


                                     EXPERTS

         The  financial  statements  of Dauphin for the year ended  December 31,
2005 are attached to this Information Statement.  Such financial statements have
been  audited  by  Porter  Keadle  Moore,  LLP,  independent  registered  public
accounting firm, as set forth in its reports thereon.  Such financial statements
have been  included  herein in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.  The financial statements of
Dauphin for the year ended  December 31, 2004 have been  audited by Tanner,  LC,
independent  registered  public  accounting  firm,  as set forth in its  reports
thereon.  Such financial  statements  have been included herein in reliance upon
such reports given on the  authority of such firm as experts in  accounting  and
auditing.

         The  consolidated  financial  statements of GeoVax at December 31, 2005
and 2004, and for each of the three years in the period ended December 31, 2005,
appearing  in this  information  statement  have been  audited by Porter  Keadle
Moore, LLP,  independent  registered public accounting firm, as set forth in its
reports  thereon  appearing  elsewhere  herein and are included in reliance upon
such report  given on the  authority of said firm as experts in  accounting  and
auditing.

                                       64


                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         On May 5,  2006  we  filed a Form  8-K and  subsequent  Form  8-K/A  to
announce that we dismissed our independent  registered  public  accounting firm,
Tanner LC. There were no  disagreements  with Tanner on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

         The reports of Tanner on Dauphin's  financial  statements as of and for
the fiscal years ended  December 31,  2004,  2003 and 2002  contained no adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty,  audit scope or accounting principle, except for the addition of an
explanatory  paragraph in the report of Tanner on Dauphin's financial statements
expressing  substantial doubt about the Company's ability to continue as a going
concern.

         During  Dauphin's  fiscal  years  ending  December 31, 2004 and interim
period  preceding the cessation of the relationship  with Tanner,  there were no
disagreements  (as  defined in Item 304 (a) (1) (iv) of  Regulation  S-K) except
that Tanner  reported in a letter to Dauphin's Board of Directors dated November
11,  2005 that  Tanner  identified  deficiencies  that  existed in the design or
operation of our internal control over financial reporting that it considered to
be  "significant  deficiencies"  or "material  weaknesses."  The Public  Company
Accounting Oversight Board ("PCAOB") has defined  "significant  deficiency" as a
control  deficiency,  or a combination of control  deficiencies,  that adversely
effects the company's ability to initiate, authorize, record, process, or report
external   financial  data  reliably  in  accordance  with  generally   accepted
accounting  principles such that there is more than a remote likelihood that the
misstatement of the company' annual or interim financial statements that is more
than  inconsequential  will not be  detected.  The PCAOB has defined a "material
weakness"  as  a   "significant   deficiency  or   combination   of  significant
deficiencies  that  results  in more than a remote  likelihood  that a  material
misstatement  of the  annual  or  interim  financial  will not be  prevented  or
detected."

         The  significant  deficiencies  or material  weakness  in our  internal
controls relate to segregation of incompatible duties, the timely reconciliation
of general ledger  accounts,  controls over  inventory,  property and equipment,
debt documentation and derivative\  transactions and accounting for acquisitions
and disposals.  Additionally,  significant  deficiencies or material  weaknesses
existed in our internal  control over  accounting for  derivative  transactions.
Certain disclosures in the footnotes to the financial statements were related to
the stock option disclosures  required by SFAS No. 123R. We have disclosed these
significant deficiencies and material weaknesses to our Board of Directors.

         Additional   effort  is  needed  to  fully  remedy  these   significant
deficiencies  and  material  weaknesses  and we are  continuing  our  efforts to
improve and  strengthen  our internal  controls over  financial  reporting.  Our
management  and Board of Directors will continue to work with our management and
outside  advisors with the goal to implement  internal  controls over  financial
reporting that are adequate and effective.

         During the fiscal year ended  December 31, 2004,  the Registrant had no
disagreement with Tanner as to any matter of accounting principles or practices,
financial  statements  disclosure,  or auditing scope or procedure which, if not
resolved to the satisfaction of Tanner would have caused it to make reference to
the subject matter of such  disagreement  in connection  with its report for the
year ended December 31, 2004.

         Effective  May 5, 2006,  the Board of Directors of Dauphin  Technology,
Inc.,  appointed  Porter Keadle Moore,  LLP ("PKM"),  an Atlanta,  Georgia based
firm, as its new independent  registered public accounting firm. The decision to
appoint new auditors was approved by Dauphin's Board of Directors.

                                       65


                      ADDITIONAL AND AVAILABLE INFORMATION

         Dauphin is  subject to the  informational  filing  requirements  of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy  statements,  and other information with the SEC relating to its business,
financial condition, and other matters. Such reports, proxy statements and other
information  can be  inspected  and  copied  at the  public  reference  facility
maintained by the SEC at 100 F Street,  N.E.,  Room 1024, and  Washington,  D.C.
20549.  Information  regarding the public  reference  facilities may be obtained
from the SEC by  telephoning  1-800-SEC-0330.  Our filings are also available to
the public on the SEC's website  (http://www.sec.gov).  Copies of such materials
may also be obtained by mail from the Public Reference  Section of the SEC at100
F Street, N.E., Washington, D.C. 20549 at prescribed rates.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

                           DAUPHIN CONTACT INFORMATION

         All inquiries  regarding  Dauphin  should be addressed to our principal
executive offices:

                            DAUPHIN TECHNOLOGY, INC.
                       1014 East Algonquin Road, Suite 111
                              Schaumburg, IL 60173


                                         By order of the Board of Directors:

                                         /s/ Andrew J. Kandalepas
                                         ------------------------
                                         President and Chief Executive Officer


                                       66

                              INDEX TO ATTACHMENTS

Annex A  Merger Agreement
Annex B  Articles of Amendment to Articles of Incorporation
Annex C  2006 Equity Incentive Plan

Financial Statements

Audited Financial Statement Dauphin Technology, Inc. for the year ended
  December 31, 2005
Unaudited Financial Statements of Dauphin Technology, Inc. for the Quarter ended
  March 31, 2006
Audited Financial Statement of GeoVax, Inc. for the year ended December 31, 2005
Audited Financial Statement of GeoVax, Inc. for the year ended December 31, 2004
Unaudited Financial Statements of GeoVax, Inc. for the Quarter ended March 31,
  2006
Proforma Financial Information


                            Annex A Merger Agreement
                            ------------------------



                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                  GEOVAX, INC.,

                            GEOVAX ACQUISITION CORP.,

                                       AND

                            DAUPHIN TECHNOLOGY, INC.


                                January 20, 2006






                                TABLE OF CONTENTS

ARTICLE I THE MERGER; CONVERSION OF SHARES

        1.1     The Merger                                                    1
        1.2     Effective Time                                                2
        1.3     Conversion of Interests                                       2
        1.4     Exchange of GeoVax Common Stock                               2
        1.5     Articles of Incorporation of the Surviving
                Corporation                                                   3
        1.6     Bylaws of the Surviving Corporation                           3
        1.7     Directors and Officers of the Surviving Corporation
                and Dauphin                                                   3
        1.8     Dissenting Interests                                          4
        1.9     Amendments to Dauphin's Articles of Incorporation             4
        1.10    Dauphin Securities and Dauphin Convertible Securities         4

ARTICLE II CLOSING

        2.1     Closing Date and Place                                        4

ARTICLE III PRE-CLOSING OBLIGATIONS

        3.1     Obligations of the Parties                                    5
        3.2     Conduct of Business Prior to Closing                          5
        3.3     Access; Cooperation                                           7
        3.4     Notice Regarding Dissenters' Rights Actions                   7
        3.5     No Negotiation                                                7

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GEOVAX

        4.1     Due Organization; No Subsidiaries                             8
        4.2     Books and Records                                             8
        4.3     Capitalization                                                8
        4.4     Financial Statements                                          8
        4.5     Absence of Changes                                            9
        4.6     Title to Assets                                               10
        4.7     Receivables                                                   10
        4.8     Equipment                                                     10
        4.9     Real Property                                                 11
        4.10    Proprietary Assets                                            11
        4.11    Contracts                                                     11
        4.12    Liabilities                                                   12
        4.13    Compliance with Legal Requirements                            12
        4.14    Government Authorizations                                     13


                                        i


                                Table of Contents
                                   (continued)
                                                                           Page


        4.15    Tax Matters                                                   13
        4.16    Employee and Labor Matters                                    14
        4.17    Benefit Plans; ERISA                                          14
        4.18    Environmental Matters                                         14
        4.19    Insurance                                                     15
        4.20    Related Party Transaction                                     16
        4.21    Certain Payments, Etc.                                        16
        4.22    Proceedings; Orders                                           17
        4.23    Authority; Binding Nature of Agreements                       17
        4.24    Non-Contravention; Consents                                   17
        4.25    Brokers                                                       18
        4.26    Full Disclosure                                               18
        4.27    Restricted Securities                                         18

ARTICLE V REPRESENTATIONS AND WARRANTIES OF DAUPHIN

        5.1     Due Organization; Subsidiaries, Etc.                          18
        5.2     Books and Records                                             19
        5.3     Capitalization                                                19
        5.4     SEC Filings                                                   20
        5.5     Financial Statements                                          20
        5.6     Absence of Changes                                            21
        5.7     Title to Assets                                               22
        5.8     Receivables                                                   23
        5.9     Inventory                                                     23
        5.10    Equipment                                                     23
        5.11    Real Property                                                 23
        5.12    Proprietary Assets                                            23
        5.13    Contracts                                                     23
        5.14    Liabilities, Bankruptcy                                       23
        5.15    Compliance with Legal Requirements                            24
        5.16    Government Authorizations                                     24
        5.17    Tax Matters                                                   24
        5.18    Employees                                                     25
        5.19    Employee Benefit Plans                                        25
        5.20    Environmental Matters                                         25
        5.21    Insurance                                                     26
        5.22    Related Party Transactions                                    26
        5.23    Subsidiaries and Investments                                  26
        5.24    Certain Payments, Etc.                                        28
        5.25    Proceedings; Orders                                           28


                                       ii


                                Table of Contents
                                   (continued)
                                                                           Page


        5.26    Authority; Binding Nature of Agreements                       28
        5.27    Non-Contravention; Consents                                   28
        5.28    Brokers                                                       29
        5.29    Internal Accounting Controls                                  29
        5.30    Listing and Maintenance Requirements                          30
        5.31    Application of Takeover Protections                           30
        5.32    No SEC or NASD Inquiries                                      30
        5.33    Full Disclosure                                               30

ARTICLE VI CLOSING CONDITIONS

        6.1     Conditions to the Obligations of GeoVax                       30
        6.2     Conditions to the Obligations of Dauphin                      32

ARTICLE VII NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES                     33

ARTICLE VIII TERMINATION

        8.1     Events of Termination                                         34

ARTICLE IX MISCELLANEOUS

        9.1     Severability                                                  34
        9.2     Entire Agreement                                              35
        9.3     Corporate Affairs                                             35
        9.4     Notices                                                       35
        9.5     Amendments; Waivers                                           36
        9.6     Successors and Assigns                                        36
        9.7     Governing Law; Submission to Jurisdiction                     37
        9.8     Waiver of Jury Trial                                          37
        9.9     Subsequent Documentation                                      37
        9.10    Counterparts                                                  37
        9.11    Interpretation                                                37

Exhibit A - Certain Definitions
Exhibit B - Articles of Amendment to Dauphin Articles of Incorporation
Exhibit C - GeoVax Shareholder Transmittal Document
Schedule 1.3(b) - GeoVax Convertible Securities
Schedule 1.7(b) - Dauphin Post-Merger Officers and Directors
Schedule 1.1 - Dauphin Securities and Convertible Securities
Disclosure Schedule GeoVax
Disclosure Schedule Dauphin





                                       iii


                          AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT  AND PLAN OF MERGER is dated  January 20, 2006,  by and
among Dauphin  Technology,  Inc., an Illinois  corporation  ("Dauphin"),  GeoVax
Acquisition Corp., a Georgia corporation and wholly-owned  subsidiary of Dauphin
("Merger Subsidiary"), and GeoVax, Inc., a Georgia corporation ("GeoVax").

                                    RECITALS

         The Boards of Directors for GeoVax, Dauphin and Merger Subsidiary, have
approved the merger of the Merger Subsidiary with and into GeoVax (the "Merger")
upon the terms and subject to the conditions set forth herein.

         As a result of the Merger, GeoVax will be a wholly-owned  subsidiary of
Dauphin,  and the shareholders of GeoVax will, in the aggregate,  own a majority
of the  outstanding  shares of Dauphin  common stock  immediately  following the
Effective Time of the Merger.

         For federal  income tax  purposes,  it is intended that the Merger will
qualify as a  reorganization  within the  meaning of Sections  368(a)(1)(A)  and
(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code").

         The parties  desire to make certain  representations,  warranties,  and
agreements  in  connection  with  the  Merger  and  also  to  prescribe  various
conditions to the Merger.

         Certain  terms used in this  Agreement  are  defined  and  attached  in
Exhibit "A."

                                   AGREEMENT :

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:

                                    ARTICLE I
                        THE MERGER; CONVERSION OF SHARES

         1.1 The Merger . Subject to the terms and conditions of this Agreement,
at the Effective Time (as defined in Section 1.2), the Merger Subsidiary will be
merged with and into GeoVax in  accordance  with the  provisions  of the Code of
Georgia  Annotated  (the  "Georgia  Act"),   whereupon  the  separate  corporate
existence of the Merger  Subsidiary will cease,  and GeoVax will continue as the
surviving  corporation  (the  "Surviving  Corporation").   From  and  after  the
Effective  Time,  the  Surviving   Corporation  will  possess  all  the  rights,
privileges,  powers,  and  franchises  and be subject  to all the  restrictions,
disabilities,  and  duties of GeoVax and  Merger  Subsidiary,  all as more fully
described in the Georgia Act.



                                       1


         1.2  Effective  Time  . As  soon  as  practicable  after  each  of  the
conditions  set forth in  Sections  6.1 and 6.2 have been  satisfied  or waived,
GeoVax and Merger Subsidiary will file, or cause to be filed, with the Secretary
of State of the State of Georgia, Articles of Merger for the Merger, in the form
required by, and executed in accordance  with, the applicable  provisions of the
Georgia Act.  The Merger will become  effective at the time of the filing or, if
agreed  to by  Dauphin  and  GeoVax,  such  later  time or date set forth in the
Articles of Merger (the "Effective Time").

         1.3  Conversion  of Interests . Subject to the terms and  conditions of
this Agreement,  at the Effective Time, by virtue of the Merger, and without any
action on the part of GeoVax and/or the Merger Subsidiary:

              (a) All of the  shares  of GeoVax  Common  Stock  ("GeoVax  Common
         Stock")  and all of the  shares  of  GeoVax  preferred  stock  ("GeoVax
         Preferred  Stock")  issued  and  outstanding  immediately  prior to the
         Effective  Time (except for GeoVax  Common  Stock and GeoVax  Preferred
         Stock owned by  dissenting  shareholders  of GeoVax)  will be converted
         into the right to receive an aggregate  of  490,332,879  shares  common
         stock of Dauphin,  par value $.001 per share  ("Dauphin  Shares").  The
         Dauphin  Shares  into which  shares of GeoVax  Common  Stock and GeoVax
         Preferred Stock are converted as a result of the Merger are referred to
         herein as the "Merger  Consideration".  As a result of the Merger, each
         share of  GeoVax  Common  Stock  will be  converted  into the  right to
         receive 29.2832 Dauphin Shares and each share of GeoVax Preferred Stock
         will be converted into the right to receive 29.2832 Dauphin Shares.

              (b)  All  stock  options,   warrants,   convertible   debt,  other
         convertible  securities,  or other  rights to acquire  shares of GeoVax
         (collectively the "GeoVax Convertible  Securities")  outstanding at the
         Effective  Time,  whether or not  exercisable and whether or not vested
         (all of which  are  listed  on  Schedule1.3(b)  hereto),  shall  remain
         outstanding  following  the  Effective  Time but  shall be  assumed  by
         Dauphin.  GeoVax Convertible  Securities shall continue to have, and be
         subject  to,  the  same  terms  and  conditions  as  set  forth  in the
         underlying  Convertible  Securities documents,  but will be convertible
         into Dauphin  Shares as described  on Schedule  1.3(b).  At the time of
         Closing,  the number of GeoVax Convertible  Securities shall not exceed
         1,355,000.

              (c) At the  Effective  Time,  one hundred  (100)  shares of GeoVax
         Common Stock shall be issued to Dauphin.

              (d) Each share of Merger  Subsidiary common stock, par value $.001
         per share,  issued and outstanding  immediately  prior to the Effective
         Time, will be canceled as of the Effective Time.

         1.4 Exchange of GeoVax Stock .


                                       2


              (a) At the Closing,  GeoVax will arrange for each holder of record
         ("GeoVax  Shareholder")  of GeoVax  Common  Stock and GeoVax  Preferred
         Stock outstanding immediately prior to the Effective Time to deliver to
         Dauphin  appropriate  evidence  of  such  GeoVax  Shareholder's  shares
         ("GeoVax Certificates"), together with an appropriate assignment signed
         by the GeoVax Shareholder,  in exchange for the number of whole Dauphin
         Shares into which such GeoVax Shares have been converted as provided in
         Section  1.3(a),  and the  surrendered  GeoVax  Certificate(s)  will be
         canceled.

              (b) All Dauphin  Shares  issued upon the surrender and exchange of
         shares of GeoVax Common Stock and GeoVax  Preferred Stock in accordance
         with the terms of this  Agreement will be deemed to have been issued in
         full satisfaction of all rights pertaining to such GeoVax Stock.

              (c) As of the  Effective  Time,  the  holders  of shares of GeoVax
         Common Stock and GeoVax  Preferred  Stock will cease to have any rights
         as shareholders of GeoVax,  except for those rights,  if any, that they
         may have pursuant to the Georgia Act. Except as provided in Section 1.8
         of this Agreement,  until such GeoVax  Certificates are surrendered for
         exchange,  each GeoVax  Certificate  will,  after the  Effective  Time,
         represent  for all  purposes  only the  right to  receive  certificates
         representing  the number of whole  Dauphin  Shares  into  which  GeoVax
         Common  Stock  shall  have been  converted  pursuant  to the  Merger as
         provided in Section 1.3(a).

              (d) No fractional Dauphin Shares will be issued in the Merger. Any
         fractional  share otherwise  required as Merger  Consideration  will be
         rounded up to the nearest whole share.

              (e) Immediately  prior to Closing,  Dauphin will have no more than
         243,000,000  shares of Dauphin  common stock  outstanding.  Immediately
         prior to the Closing Dauphin will have no more than 12,000,000  Dauphin
         Convertible  Securities  issued and outstanding.  Immediately after the
         Closing,  there  will be  approximately  733,332,879  shares of Dauphin
         Stock issued and  outstanding,  not  including  any shares  issuable in
         connection  with the  GeoVax's  Convertible  Securities  or the Dauphin
         Convertible Securities.

         1.5  Articles  of  Incorporation  of the  Surviving  Corporation  . The
Articles of Incorporation of GeoVax in effect immediately prior to the Effective
Time will be the Articles of Incorporation of the Surviving Corporation.

         1.6  Bylaws  of the  Surviving  Corporation  . The  bylaws of GeoVax in
effect  immediately  prior  to the  Effective  Time  will be the  bylaws  of the
Surviving  Corporation,  until such time as they are amended in accordance  with
applicable law.

         1.7 Directors and Officers of the Surviving Corporation and Dauphin.


                                       3


              (a)  Directors  and Officers of the  Surviving  Corporation  . The
         directors  and  officers of GeoVax,  as of the  Effective  Time,  shall
         continue as the directors of the Surviving Corporation.

              (b) Directors of the Dauphin . At the Effective  Time, the current
         officers and  directors of the Dauphin  shall resign and those  persons
         listed on Schedule 1.7 (b) shall be appointed as officers and directors
         of Dauphin.

         1.8 Dissenting Interests . As a condition to Closing, there shall be no
dissenting GeoVax Shareholders under the Georgia Act.

         1.9 Amendments to Dauphin's  Articles of  Incorporation  . Prior to the
Effective Time,  Dauphin shall amend its Articles of Incorporation to change its
name to GeoVax Labs,  Inc.,  and to increase its  authorized  capital stock from
100,000,000 to 850,000,000 shares pursuant to all applicable Legal Requirements.
The  Articles of  Amendment  to be filed  pursuant to this  Section 1.9 shall be
substantially in the form of Exhibit B attached hereto.

         1.10 Dauphin Securities and Dauphin  Convertible  Securities . Schedule
1.10 attached hereto describes all Dauphin securities, debts and other interests
that are to be converted  into Dauphin  Common Stock prior to or at the Closing.
Schedule 1.10 also describes all Dauphin stock  purchase  warrants (the "Dauphin
Convertible  Securities")  that will not be converted  prior to Closing but that
will  remain  issued  and  outstanding  according  to their  current  terms  and
conditions. In addition to any shares of Dauphin Common Stock to be issued prior
to  closing  as  described  in  Schedule  1.10,  Dauphin  may  also  issue up to
23,000,000  shares or rights to acquire  shares of Dauphin Common Stock prior to
Closing in consideration of consulting agreements or other agreements to provide
services to Dauphin either prior to or after the Closing.

         Notwithstanding  anything else contained herein to the contrary, at the
time of Closing, exclusive of any Dauphin securities to be issued in the Merger,
the number of shares of Dauphin  Common Stock shall not exceed  243,000,000  and
the number of Dauphin Convertible Securities shall not exceed 12,000,000.

                                   ARTICLE II
                                     CLOSING

         2.1  Closing  Date  and  Place .  Subject  to the  satisfaction  of the
conditions  herein  described,  the closing of the Merger (the "Closing")  shall
take  place  on such  date as the  Parties  may  mutually  agree  following  the
satisfaction (or waiver) of the conditions to Closing set forth in Article VI at
the offices of Rieck & Crotty at 55 West  Monroe  Street,  Suite 3390,  Chicago,
Illinois 60603.



                                       4


                                   ARTICLE III
                             PRE-CLOSING OBLIGATIONS

         3.1  Obligations  of the  Parties  . The  Parties  shall  apply for and
diligently prosecute all applications for, and shall use commercially reasonable
efforts promptly to obtain,  such Consents,  authorizations,  and approvals from
such Persons as shall be necessary to permit the consummation of the Merger, and
shall use  commercially  reasonable best efforts to bring about the satisfaction
as soon as  practicable  of all the  conditions  contained  in Article VI and to
effect the consummation of the Merger.

         3.2  Conduct  of  Business  Prior  to  Closing  . From the date of this
Agreement and until the Closing,  except as contemplated by this Agreement or as
otherwise  consented  to by the  Parties  in  writing,  such  consent  not to be
unreasonably withheld, conditioned or delayed, each of Dauphin and GeoVax agrees
to:

              (a) Carry on its business only in the Ordinary  Course of Business
         and use commercially  reasonable efforts to preserve intact its present
         business  organization,  keep  available  the services of its executive
         officers  and  key  employees  and  preserve  its  relationships   with
         customers,  clients,  service  providers  and  others  having  material
         business dealings with it;

              (b) Timely file all Tax Returns  and timely  withhold  and pay all
         Taxes;

              (c)   Maintain   in  full  force  and   effect  all   Governmental
         Authorizations reasonably required for the operation of its business as
         presently conducted;

              (d) Comply with all obligations contained in this Agreement;

              (e) Comply in all material  respects  with all Legal  Requirements
         and Governmental Authorizations applicable to them;

              (f)  Except as  contemplated  herein,  not amend its  articles  of
         incorporation or bylaws;

              (g) Except as contemplated  herein, not merge or consolidate with,
         or agree to merge or consolidate with, or purchase substantially all of
         the assets of, or otherwise  acquire any business of, or enter into any
         joint venture or partnership with, any Person;

              (h) Not take any  action  or omit to take any  action  that  would
         result in a Breach of any of the  representations  and  warranties  set
         forth in this Agreement at, or prior to, the Closing;


                                       5



                     (i)  Except as  contemplated  in Section  1.10,  not issue,
         reissue,  sell, deliver,  pledge,  authorize,  or propose the issuance,
         reissuance,  sale, delivery or pledge of shares of capital stock of any
         class,  or securities  convertible  into capital stock of any class, or
         any rights,  warrants or options to acquire any convertible  securities
         or capital stock;

                     (j) Not adjust,  split, combine,  subdivide,  reclassify or
         redeem, purchase or otherwise acquire, or propose to redeem or purchase
         or otherwise  acquire,  any shares of its capital stock,  or any of its
         other securities;

                     (k) Not  declare,  set aside or pay any  dividend  or other
         distribution  (whether in cash,  stock or  property or any  combination
         thereof) in respect of its capital stock,  redeem or otherwise  acquire
         any shares of its capital stock or other securities,  alter any term of
         any of its outstanding securities;

                     (l) (i) except as required under any employment  agreement,
         not increase in any manner the  compensation  of any of its  directors,
         officers,  or  other  employees;  (ii) not  pay,  or agree to pay,  any
         pension, retirement allowance or other employee benefit not required or
         permitted by any existing  plan,  agreement or  arrangement to any such
         director,  officer or employee,  whether past or present;  or (iii) not
         commit  itself  to  any  additional  pension,  profit-sharing,   bonus,
         incentive,  deferred compensation,  stock purchase, stock option, stock
         appreciation right, group insurance, severance pay, retirement or other
         employee benefit plan,  agreement or arrangement,  or to any employment
         agreement or consulting  agreement  (arising out of prior  employment )
         with or for  the  benefit  of any  person,  or,  except  to the  extent
         required to comply with  applicable law, amend any of such plans or any
         of such agreements in existence on the date of this Agreement;

                     (m) Not  terminate,  enter  into or amend  in any  material
         respect any contract,  agreement, lease, license or commitment, or take
         any  action,  or omit to take any  action  this  will  cause a  breach,
         violation or default  (however  defined) under any contract,  except in
         the ordinary course of business and consistent with past practice;

                     (n)  Not  permit   any  of  its   current   insurance   (or
         reinsurance)  policies  to be  cancelled  or  terminated  or any of the
         coverage   thereunder  to  lapse,   unless   simultaneously  with  such
         termination,  cancellation  or lapse,  replacement  policies  providing
         coverage  equal to or  greater  than  coverage  remaining  under  those
         cancelled, terminated or lapsed policies are in full force and effect;

                     (o) Not enter into other material  agreements,  commitments
         or  contracts  not in the  ordinary  course of business or in excess of
         current requirements;

                     (p) Not  maintain its books of account and records in other
         than its usual,  regular and ordinary manner,  consistent with its past
         practice; and


                                       6


                     (1)  Promptly  advise the other Party,  in writing,  of any
         fact,  condition,   occurrence  or  change  known  to  the  Party  that
         reasonably could be expected to have, individually or in the aggregate,
         a Material Adverse Effect on such Party, as the case may be, or cause a
         Breach  of this  Article  III or  require  an  amendment  to a  Party's
         Disclosure Schedule.

         3.3 Access;  Cooperation . Each Party shall provide the other Party and
its Representatives the right, upon reasonable notice and during normal business
hours,  permission to enter into its offices to inspect its records and business
operations  and to  consult  with  its  management,  executives  and  legal  and
accounting  advisors and, subject to mutually agreed upon timing and procedures,
to consult with any personnel that report to any of the management or executives
of such Party to complete the other  Party's due diligence  investigation.  Each
Party  shall  cooperate  with  the  other  Party  and its  Representatives  and,
generally,  do all other acts and things in good faith as may be  reasonable  to
timely  effectuate  the purposes of this Agreement and the  consummation  of the
transactions contemplated herein.

         3.4 Notice  Regarding  Dissenters'  Rights  Actions . GeoVax shall give
Dauphin prompt notice of any written  shareholder demand received by it prior to
the  Closing  Date,  under which  GeoVax will be required to purchase  shares of
capital stock pursuant to the dissenting rights provisions of the Georgia Act.

         3.5 No  Negotiation  . During the period  after the  execution  of this
Agreement and prior to Closing, neither Party shall, directly or indirectly:

              (a) solicit or encourage the initiation of any inquiry,  proposal,
or offer  from any Person  relating  to a  possible  transaction  similar to the
transactions contemplated in this Agreement;

              (b) participate in any negotiations or discussions,  or enter into
any  agreement  with,  or provide,  any  non-public  information  to, any Person
relating to or in connection with any such transaction; or

              (c) consider,  entertain, or accept any proposal or offer from any
Person relating to any such possible transaction.

         Each Party  shall  promptly  notify  the other  Party in writing of any
material  inquiry,  proposal,  or offer relating to any such transaction that is
received during the period specified at the beginning of Section 3.5.


                                       7



                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIE S OF GEOVAX

         Subject to the  exceptions set forth in GeoVax's  Disclosure  Schedule,
attached as Schedule IV, GeoVax represents and warrants to Dauphin as follows:


         4.1 Due  Organization;  No Subsidiaries . GeoVax is a corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Georgia.  GeoVax is not required to be  qualified,  authorized,  registered,  or
licensed to do business as a foreign  corporation in any jurisdiction other than
the jurisdictions in which it is so licensed, qualified, or registered, or where
the failure to be so  licensed,  qualified or  registered  would have a Material
Adverse  Effect  on its  business  and  operations.  GeoVax  does  not  have any
subsidiaries,  and does not own, beneficially or otherwise,  any shares or other
securities  of, or any direct or  indirect  interest of any nature in, any other
Entity.

         4.2 Books and  Records . The books and records of GeoVax  delivered  to
Dauphin prior to the Closing fully and fairly reflect the  transactions to which
GeoVax is a party or by which its assets are bound.

         4.3 Capitalization . The authorized capital stock of GeoVax consists of
(i) 50,000,000  shares of common stock, no par value, of which 10,756,983 shares
are issued and  outstanding,  and (ii) 20,000,000  shares of preferred stock, no
par value,  of which  5,987,520  shares are issued and  outstanding.  All of the
issued and outstanding  shares of GeoVax preferred stock have been designated as
Series A Preferred  Stock.  All of the issued and  outstanding  shares of GeoVax
capital stock are duly authorized,  validly issued,  fully paid,  non-assessable
and free of  preemptive  rights.  At the Effective  Time,  all of the issued and
outstanding  shares of GeoVax  Common Stock and GeoVax  Preferred  Stock will be
converted  into the right to  receive  the  Merger  Consideration.  There are no
voting  trusts or any other  agreements  or  understandings  with respect to the
voting of GeoVax's capital stock.

         4.4 Financial Statements .

              (a) GeoVax has provided Dauphin with a copy of the audited balance
sheet of GeoVax as of December 31, 2003 and  December 31, 2004,  and the related
statement of operations,  stockholders'  deficiency,  and cash flows for the two
years then ended,  and for the period from inception (June 27, 2001) to December
31, 2004,  together with the unqualified  report thereon (except with respect to
its  continuation  as a going concern) of Tripp,  Chafin & Causey,  LLC ("TCC"),
independent auditors (collectively, "GeoVax's Audited Financials").

              (b)  Included in GeoVax's  Audited  Financials  are the  unaudited
balance sheets of GeoVax as of September 30, 2005, and the related  statement of
operations,  stockholders'  deficiency  and cash flows for the nine  months then
ended, as reviewed by TCC ("GeoVax's Interim Financials").

                                       8



              (c) GeoVax's Audited Financials,  and GeoVax's Interim Financials,
(collectively  "GeoVax's  Financial  Statements") are (i) in accordance with the
books and records of GeoVax, (ii) correct and complete in all material respects,
(iii) fairly present the financial  position and results of operations of GeoVax
as of the dates  indicated,  and (iv)  prepared  in  accordance  with U.S.  GAAP
(except that (x) unaudited  financial  statements may not be in accordance  with
GAAP because of the absence of footnotes  normally  contained  therein,  and (y)
interim (unaudited)  financials are subject to normal year-end audit adjustments
that in the aggregate  will not have a material  adverse  effect on GeoVax,  its
business, financial condition, or the results of operations).

         4.5  Absence  of  Changes . Except  (i) as set forth in Part 4.5 of the
Disclosure  Schedule,  since  September 30, 2005; and (ii) in furtherance of the
Merger.

              (a) there has not been any adverse change to GeoVax,  and no event
has occurred that would reasonably be expected to have a Material Adverse Effect
on GeoVax;

              (b) there has not been any loss, damage, or destruction to, or any
interruption  in the use of, any of the assets of GeoVax (whether or not covered
by  insurance)  that  would be  expected  to have a Material  Adverse  Effect on
GeoVax;

              (c) GeoVax has not purchased or otherwise  acquired any asset from
any other Person,  except for Contracts  entered into, and assets  acquired,  by
GeoVax in the Ordinary Course of Business;

              (e)  GeoVax  has  made  no  capital  expenditures  outside  of the
Ordinary Course of Business;

              (f) GeoVax  has not sold or  otherwise  transferred,  or leased or
licensed,  any  asset to any  other  Person  except  in the  Ordinary  Course of
Business;

              (g) GeoVax has not written off as  uncollectible,  or  established
any  extraordinary  reserve  with  respect to, any account  receivable  or other
indebtedness;

              (h) GeoVax has not made any loan or advance to any other Person;

              (i) GeoVax has not (i) established or adopted any Employee Benefit
Plan, or (ii) paid any bonus or made any  profit-sharing  or similar payment to,
or increased the amount of the wages, salary, commissions, fees, fringe benefits
or  other  compensation  or  remuneration  payable  to,  any of  its  directors,
officers, members, employees, or independent contractors;

              (j) no  Contract  by which  GeoVax (or any of the assets  owned or
used by GeoVax) is or was bound,  or under which GeoVax has or had any rights or
interests, has been amended or terminated;

                                       9


              (k) GeoVax has not incurred,  assumed, or otherwise become subject
to any Liability,  other than accounts  payable  incurred by GeoVax in bona fide
transactions entered into in the Ordinary Course of Business;

              (l) GeoVax has not  discharged  any  Encumbrance  or discharged or
paid any  indebtedness or other  Liability,  except for accounts payable paid in
bona fide transactions in the Ordinary Course of Business;

              (m) GeoVax has not  forgiven  any debt or  otherwise  released  or
waived any right or claim;

              (n) GeoVax has not  changed any of its  methods of  accounting  or
accounting practices in any respect;

              (o) GeoVax has not entered into any transaction or taken any other
action outside the Ordinary Course of Business;

              (p) GeoVax has not  agreed,  committed,  or offered (in writing or
otherwise) to take any of the actions referred to in the clauses above.

         4.6 Title to Assets . GeoVax owns, and has good and valid title to, all
assets it purports to own,  including  all assets  reflected  on GeoVax  Interim
Financials;  all assets  acquired by GeoVax since September 30, 2005; all rights
of GeoVax  under the GeoVax  Contracts;  and all other  assets  reflected in the
books and  records of GeoVax as being  owned by  GeoVax.  Except as set forth in
Part 4.6 of the Disclosure Schedule,  all of its assets are owned by GeoVax free
and clear of any Encumbrances.

         4.7  Receivables  .  GeoVax's  Interim  Financials  provide an accurate
summary of all accounts receivable,  notes receivable,  and other receivables of
GeoVax as of  September  30,  2005.  All  existing  GeoVax  accounts  receivable
represent  valid   obligations  of  GeoVax  customers  arising  from  bona  fide
transactions entered into in the Ordinary Course of Business.

         4.8  Equipment  .  Part  4.8  of  the  Disclosure  Schedule  accurately
identifies all equipment,  materials,  prototypes,  tools,  supplies,  vehicles,
furniture,  fixtures,  improvements,  and other tangible assets owned by GeoVax.
Part 4.8 of the  Disclosure  Schedule also  accurately  identifies  all tangible
assets leased to GeoVax.  Each asset  identified or required to be identified in
Part 4.8 of the Disclosure  Schedule (i) is structurally  sound, free of defects
and  deficiencies  and in good  condition  and  repair  (ordinary  wear and tear
excepted);  (ii) complies in all material  respects  with, and is being operated
and  otherwise  used  in  material   compliance   with,  all  applicable   Legal
Requirements;  and (iii) is adequate and appropriate for the uses to which it is
being put.  The assets  identified  in Part 4.8 of the  Disclosure  Schedule are
adequate  for the conduct of the  business of GeoVax in the manner in which such
business is currently being conducted.


                                       10


         4.9 Real  Property . GeoVax owns no real  property  or any  interest in
real property,  except for the leaseholds created under the real property leases
identified in Part 4.9 of the Disclosure Schedule.

         4.10 Proprietary Assets .

              (a) Part  4.10(a)  of the  Disclosure  Schedule  sets  forth  each
Proprietary  Asset  owned  by  GeoVax,   including,  but  not  limited  to,  any
Proprietary  Asset  registered  with  any  Governmental  Body  or for  which  an
application has been filed with any Governmental Body.

              (b) GeoVax's use of any  Proprietary  Asset in the Ordinary Course
of Business  does not  materially  violate,  conflict  with,  or infringe on the
rights of any other Person in a manner that would have a Material Adverse Effect
on this Agreement.

              (c) GeoVax is the owner of all right,  title and interest,  or has
otherwise  obtained  sufficient rights, in and to each of its Proprietary Assets
necessary for GeoVax to use such  Proprietary  Assets in the Ordinary  Course of
Business, free and clear of Encumbrances and other adverse claims.

              (d) To the  knowledge  of GeoVax,  no GeoVax  employee has entered
into any Contract that  restricts or limits in any way the scope or type of work
in which the  employee  may be engaged,  or requires  the  employee to transfer,
assign, or disclose information concerning his work to anyone other than GeoVax.

           4.11   Contracts .

              (a) Part 4.11 of the Disclosure  Schedule  identifies  each GeoVax
Contract,  except for any GeoVax Immaterial  Contract (the "GeoVax  Contracts").
GeoVax has delivered or made available to Dauphin  accurate and complete  copies
of all GeoVax  Contracts  identified  in Part 4.11 of the  Disclosure  Schedule,
including all material contract amendments. Each GeoVax Contract is valid and in
full force and effect.

              (b) Except as set forth in Part 4.11 of the  Disclosure  Schedule:
(i) to the best  knowledge of GeoVax,  no Person has  violated or  breached,  or
declared or committed any default under, any GeoVax  Contract;  (ii) to the best
knowledge of GeoVax,  no event has occurred,  and no  circumstance  or condition
exists,  that might  (with or  without  notice or lapse of time) (A) result in a
violation or breach of any of the  provisions of any GeoVax  Contract,  (B) give
any  Person  the right to declare a default  or  exercise  any remedy  under any
GeoVax  Contract,  (C) give any Person the right to  accelerate  the maturity or
performance of any GeoVax Contract,  or (D) give any Person the right to cancel,
terminate,  or modify any GeoVax  Contract;  (iii)  GeoVax has not  received any
notice or other  communication  (in writing or otherwise)  regarding any actual,
alleged,  possible,  or potential  violation or breach of, or default under, any
GeoVax  Contract;  and (iv)  GeoVax has not  waived  any right  under any GeoVax
Contract.

              (c) The  performance  of GeoVax  Contracts  will not result in any
violation of or failure to comply with any Legal Requirement.


                                       11


              (d) GeoVax  Contracts  identified  in Part 4.11 of the  Disclosure
Schedule (together with GeoVax Immaterial Contracts) collectively constitute all
of the  Contracts  necessary  to enable  GeoVax to conduct  its  business in the
manner that it currently conducts its business.

           4.12   Liabilities

              (a)  Except  as may be set  forth in Part  4.12 of the  Disclosure
Schedule,  GeoVax has no Liabilities,  except for (i) liabilities  identified as
such in the GeoVax Interim Financials;  (ii) accounts payable incurred by GeoVax
in bona fide transactions  entered into in the Ordinary Course of Business since
September 30, 2005;  and (iii)  obligations  under the Contracts  listed in Part
4.11 of the  Disclosure  Schedule,  to the  extent  that the  existence  of such
obligations is ascertainable solely by reference to the GeoVax Contracts.

              (b) Part 4.12 of the Disclosure  Schedule (i) provides an accurate
and complete  breakdown and aging of GeoVax accounts payable as of September 30,
2005, and (ii) provides an accurate and complete breakdown of all notes payable,
and other indebtedness of GeoVax, as of the date of this Agreement.

              (c) GeoVax has not, at any time, (i) made a general assignment for
the benefit of creditors,  (ii) filed,  or had filed against it, any  bankruptcy
petition or similar  filing,  (iii)  suffered the  attachment or other  judicial
seizure of all or a substantial  portion of its assets, (iv) admitted in writing
its  inability  to pay its debts as they become due, (v) been  convicted  of, or
pleaded  guilty or no contest to, any felony,  or (vi) taken or been the subject
of any action  that may have an adverse  effect on its ability to comply with or
perform any of its covenants or obligations contemplated under this Agreement.

         4.13 Compliance  with Legal  Requirements . Except as set forth in Part
4.13 of the Disclosure Schedule:  (a) GeoVax is in material compliance with each
Legal  Requirement that is applicable to it or to the conduct of its business or
the  ownership  or use of any of its assets;  (b) to the best of its  knowledge,
GeoVax has at all times been in material  compliance with each Legal Requirement
that is or was  applicable  to it, or to the  conduct  of its  business,  or the
ownership  or use  of any of its  assets;  (c) no  event  has  occurred,  and no
condition or circumstance exists, that might (with or without notice or lapse of
time)  constitute or result  directly or  indirectly in a material  violation by
GeoVax  of,  or a  failure  on the part of  GeoVax  to  comply  with,  any Legal
Requirement;  and (d) GeoVax has not received,  at any time, any notice or other
communication  (in writing or otherwise) from any Governmental Body or any other
Person regarding (i) any actual,  alleged,  possible, or potential violation of,
or failure to comply with, any Legal Requirement,  or (ii) any actual,  alleged,
possible, or potential obligation on the part of GeoVax to undertake, or to bear
all or any portion of the cost of, any cleanup or any  remedial,  corrective  or
response action of any nature.


                                       12


         4.14 Government  Authorizations . Part 4.14 of the Disclosure  Schedule
identifies: (a) each material Governmental Authorization that is held by GeoVax;
and (b) each other material Governmental Authorization that, to the knowledge of
GeoVax,  is held by any  employee  of  GeoVax  and  relates  to, or is useful in
connection with,  GeoVax's business.  Each material  Governmental  Authorization
identified or required to be identified in Part 4.14 of the Disclosure  Schedule
is valid and in full force and effect.

         Except as set forth in Part 4.14 of the Disclosure Schedule: (i) GeoVax
is, and has at all times been, in material  compliance with all of the terms and
requirements of each material Governmental  Authorization identified or required
to be  identified  in Part 4.14 of the  Disclosure  Schedule;  (ii) no event has
occurred,  and no condition or  circumstance  exists,  that would  reasonably be
expected to (with or without  notice or lapse of time) (A)  constitute or result
directly  or  indirectly  in a  material  violation  any  material  Governmental
Authorization  identified,  or  required to be  identified,  in Part 4.14 of the
Disclosure  Schedule,  or (B) result  directly or indirectly in the  revocation,
withdrawal,  suspension,  cancellation,  termination,  or  modification  of  any
material Governmental Authorization identified, or required to be identified, in
Part 4.14 of the Disclosure Schedule; (iii) GeoVax has never received any notice
or other  communication  (in writing or otherwise) from any Governmental Body or
any other  Person  regarding  (A) any actual,  alleged,  possible,  or potential
violation of, or failure to comply with, any term or requirement of any material
Governmental Authorization,  or (B) any actual, proposed, possible, or potential
revocation, withdrawal, suspension,  cancellation,  termination, or modification
of any material Governmental Authorization.

         The  Governmental   Authorizations  identified  in  Part  4.14  of  the
Disclosure Schedule constitute all of the material  Governmental  Authorizations
necessary (i) to enable GeoVax to conduct its business in the manner in which it
currently  conducts such business,  and (ii) to permit GeoVax to own and use its
assets in the manner in which they are currently owned and used.

         4.15 Tax Matters .

              (a) Each Tax Return  required  to be filed by GeoVax has been duly
filed with the appropriate  Governmental  Body. To the best Knowledge of GeoVax,
each Tax that  GeoVax  was  required  to have paid,  or that was  claimed by any
Governmental  Body to be payable by GeoVax,  has been duly paid in full. Any Tax
required to have been withheld or collected by GeoVax has been duly withheld and
collected;  and (to the  extent  required)  each  such Tax has been  paid to the
appropriate Governmental Body.

              (b) There has been no  examination  or audit of any Tax  Return of
GeoVax that has been conducted since December 31, 1999.

              (c) No claim or other Proceeding is pending or has been threatened
against GeoVax in respect to any Tax. There are no unsatisfied  Liabilities  for
Taxes  (including  liabilities  for  interest,  additions to tax, and  penalties
thereon,  or related  expenses)  with  respect to any  notice of  deficiency  or
similar document received by GeoVax.

                                       13


           4.16   Employee and Labor Matters .

              (a) Part 4.16 of the Disclosure  Schedule sets forth the employees
of GeoVax.

              (b) Except as set forth in Part 4.16 of the  Disclosure  Schedule,
GeoVax is not a party to or bound by, and has never been a party to or bound by,
any employment contract or any union contract,  collective bargaining agreement,
or similar Contract.

              (c) Except as set forth in Part 4.16 of the  Disclosure  Schedule,
the employment of the employees of GeoVax is terminable by GeoVax at will and no
employee is entitled to severance pay or other benefits following termination or
resignation, except as otherwise provided by law.

              (d) To the  knowledge of GeoVax (i) no employee of GeoVax  intends
to terminate his employment  (including,  by reason of the  consummation  of the
transactions   contemplated  herein,  Dauphin's  assumption  of  the  employment
arrangements GeoVax holds with its employees prior to Closing in connection with
Dauphin's  assumption of GeoVax's  Contract  obligation and rights;  and (ii) no
employee of GeoVax is a party to, or is bound by, any confidentiality agreement,
noncompetition  agreement,  or other Contract (with any Person) that may have an
adverse  effect  on  the  employee's   performance  of  any  of  his  duties  or
responsibilities as an employee of GeoVax upon and after the consummation of the
transactions contemplated in this Agreement.

           4.17   Benefit Plans; ERISA .

              (a)  Part  4.17  of the  Disclosure  Schedule  identifies  each of
GeoVax's  Employee  Benefit  Plans.  Except  as set  forth  in Part  4.17 of the
Disclosure  Schedule,  GeoVax  has  never  established,   adopted,   maintained,
sponsored,  contributed  to,  participated  in, or incurred any  Liability  with
respect  to any  Employee  Benefit  Plan.  GeoVax  has  never  provided  or made
available  any fringe  benefit,  or other  benefit of any nature,  to any of its
employees.  Each  contribution  or other  payment  that is required to have been
accrued or made under or with respect to any Plan has been duly accrued and made
on a timely basis.

              (b) No Plan (i) provides or provided any benefit guaranteed by the
Pension Benefit Guaranty  Corporation;  (ii) is or was a "multiemployer plan" as
defined  in  Section  4001(a)(3)  of ERISA;  or (iii) is or was  subject  to the
minimum  funding  standards  of Section 412 of the Code or Section 302 of ERISA.
There is no Person that (by reason of common control or otherwise) is, or has at
any time been,  treated  together  with GeoVax as a single  employer  within the
meaning of Section 414 of the Code.

           4.18   Environmental Matters .


                                       14



              (a)  GeoVax is not  liable,  or to the best  knowledge  of GeoVax,
potentially  liable,  for any response  cost or natural  resource  damages under
Section  107(a) of CERCLA,  or under any of the other  so-called  "superfund" or
"superlien" laws or similar Legal Requirements, at or with respect to any site.

              (b) GeoVax has never  received  any notice or other  communication
(in writing or otherwise) from any  Governmental  Body or other Person regarding
any actual, alleged,  possible, or potential Liability arising from, or relating
to,  the  presence,   generation,   manufacture,   production,   transportation,
importation,  use,  treatment,   refinement,   processing,   handling,  storage,
discharge,  release,  emission, or disposal of any Hazardous Material. No Person
has ever commenced,  or to the best knowledge of GeoVax  threatened to commence,
any contribution  action or other  Proceeding  against GeoVax in connection with
any such actual,  alleged,  possible,  or potential Liability;  and no event has
occurred,  and to the best  knowledge of GeoVax,  no  condition or  circumstance
exists,  that may  directly  or  indirectly  give  rise to,  or result in GeoVax
becoming subject to, any such Liability.

              (c) Except as set forth in Part 4.18 of the  Disclosure  Schedule,
GeoVax has never generated, manufactured, produced, transported, imported, used,
treated, refined, processed, handled, stored, discharged,  released, or disposed
of any Hazardous Material (whether lawfully or unlawfully).  Except as set forth
in Part 4.18 of the Disclosure  Schedule,  GeoVax has never permitted (knowingly
or otherwise) any Hazardous  Material to be generated,  manufactured,  produced,
used, treated, refined,  processed,  handled, stored,  discharged,  released, or
disposed of (whether  lawfully or  unlawfully)  (i) on or beneath the surface of
any real  property  that is, or that has at any time been,  owned by, leased to,
controlled by or used by GeoVax, (ii) in or into any surface water, groundwater,
soil or air associated  with or adjacent to any such real property;  or (iii) in
or into any well, pit, pond, lagoon,  impoundment,  ditch,  landfill,  building,
structure,  facility,  improvement,  installation,  equipment,  pipe,  pipeline,
vehicle,  or storage  container that is or was located on or beneath the surface
of any such real  property,  or that is or has at any time been owned by, leased
to, controlled by, or used by GeoVax.

           4.19   Insurance .

              (a) Part 4.19 of the Disclosure  Schedule  accurately  sets forth,
with respect to each insurance policy maintained by or at the expense of, or for
the direct or indirect  benefit of,  GeoVax,  the name of the insurance  carrier
that issued the policy and the policy number. Each of the policies identified in
Part 4.19 of the Disclosure  Schedule is valid,  enforceable,  and in full force
and effect.  All of the information  contained in the applications  submitted in
connection  with  these  policies  was  (at the  times  said  applications  were
submitted) accurate and complete,  and all premiums and other amounts owing with
respect to said policies have been paid in full on a timely basis.

                                       15


              (b) To the  knowledge  of GeoVax,  no event has  occurred,  and no
condition or circumstance exists, that might (with or without notice or lapse of
time)  directly  or  indirectly  give  rise,  to or  serve as a basis  for,  any
insurance claim. GeoVax has not received:  (i) any notice or other communication
(in  writing or  otherwise)  regarding  the actual or possible  cancellation  or
invalidation  of any of the policies  identified in Part 4.19 of the  Disclosure
Schedule or  regarding  any actual or possible  adjustment  in the amount of the
premiums payable with respect to any of said policies;  (ii) any notice or other
communication (in writing or otherwise) regarding any actual or possible refusal
of coverage under, or any actual or possible  rejection of any claim under,  any
of the policies identified in Part 4.19 of the Disclosure Schedule; or (iii) any
indication that the issuer of any of the policies identified in Part 4.19 of the
Disclosure Schedule may be unwilling or unable to perform any of its obligations
thereunder.

         4.20 Related Party  Transactions  . Except as set forth in Part 4.20 of
the Disclosure Schedule (a) no Related Party has any direct or indirect interest
of any nature in any of the assets of  GeoVax;  (b) no Related  Party is, or has
been at any time since December 31, 2002, indebted to GeoVax; (c) since December
31, 2002,  no Related  Party has entered into, or has had any direct or indirect
financial interest in, any GeoVax Contract,  transaction, or business dealing of
any nature involving  GeoVax;  (d) no Related Party is competing,  or has at any
time since December 31, 2002, competed, directly or indirectly, with GeoVax.

         4.21 Certain Payments, Etc . Neither GeoVax nor any officer,  employee,
agent or other Person  associated with or acting for or on behalf of GeoVax has,
at any time,  directly or indirectly:  (a) used any entity funds (i) to make any
unlawful  political  contribution  or gift,  or for any other  unlawful  purpose
related to any  political  activity,  (ii) to make any  unlawful  payment to any
governmental  official  or  employee,  or (iii) to  establish  or  maintain  any
unlawful  or  unrecorded  fund or account of any  nature;  (b) made any false or
fictitious entry, or failed to make any entry that should have been made, in any
of the books of account or other GeoVax records; (c) made any payoff,  influence
payment,  bribe,  rebate,  kickback,  or  unlawful  payment to any  Person;  (d)
performed any favor or given any gift that was not deductible for federal income
tax  purposes;  (e) made any payment  (whether or not lawful) to any Person,  or
provided  (whether  lawfully  or  unlawfully)  any  favor or  anything  of value
(whether  in the form of  property  or  services,  or in any other  form) to any
Person,  for the purpose of obtaining or paying for (i)  favorable  treatment in
securing  business,  or  (ii)  any  other  special  concession;  or (f)  agreed,
committed,  or offered  (in  writing or  otherwise)  to take any of the  actions
described in clauses "(a)" through "(e)" above.


                                       16


         4.22  Proceedings;  Orders .  Except  as set  forth in Part 4.22 of the
Disclosure Schedule, to the knowledge of GeoVax, there is no pending Proceeding,
and no Person has  threatened  in writing to commence any  Proceeding:  (i) that
involves  GeoVax or that  otherwise  relates to or might  affect the business of
GeoVax or any assets of GeoVax material to its business  operations  (whether or
not GeoVax is named as a party thereto);  or (ii) that  challenges,  or that may
have  the  effect  of  preventing,   delaying,   making  illegal,  or  otherwise
interfering  with any of the  transactions  contemplated  hereby.  Except as set
forth in Part 4.22 of the  Disclosure  Schedule,  no event has occurred,  and no
claim,  dispute, or other condition or circumstance  exists, that might directly
or  indirectly  give rise to, or serve as a basis for, the  commencement  of any
such  Proceeding.  There is no Order to which GeoVax is subject;  and no Related
Party is  subject  to any  Order  that  relates  to  GeoVax's  business.  To the
knowledge  of  GeoVax,  no GeoVax  employee  is  subject  to any Order  that may
prohibit that employee from engaging in, or continuing,  any conduct,  activity,
or practice relating to the business of GeoVax.

         4.23 Authority;  Binding Nature of Agreements . Subject to the approval
of the GeoVax  Shareholders under the Georgia Act, GeoVax has the right,  power,
and authority to enter into and to perform its obligations under this Agreement,
to  which  it is or may  become  a  party;  and  the  execution,  delivery,  and
performance  of this  Agreement  by  GeoVax  have been  duly  authorized  by all
necessary  action  on the part of  GeoVax.  Subject  to the  approval  of GeoVax
Shareholders,   this  Agreement   constitutes  the  legal,  valid,  and  binding
obligation of GeoVax, enforceable against GeoVax in accordance with its terms.

         4.24  Non-Contravention;  Consents .  Neither  the  execution,  nor the
delivery of this Agreement,  nor the  consummation or performance of the Merger,
will directly or indirectly (with or without notice or lapse of time):

              (a)  contravene,  conflict  with,  or result in a violation of, or
give any Governmental  Body or other Person the right to challenge the Merger or
to exercise any remedy or obtain any relief under any Legal  Requirement  or any
Order to which GeoVax is subject;

              (b)  contravene,  conflict with or result in a violation of any of
the  terms  or  requirements  of any  Governmental  Authorization,  or give  any
Governmental Body the right to revoke,  withdraw,  suspend, cancel, terminate or
modify, any Governmental Authorization;

              (c) contravene,  conflict with, or result in a violation or breach
of, or result in a default under, any provision of any Contract; or

              (d) give any Person the right to (i) declare a default or exercise
any  remedy  under  any  GeoVax  Contract,   (ii)  accelerate  the  maturity  or
performance of any GeoVax Contract,  or (iii) cancel,  terminate,  or modify any
GeoVax Contract.


                                       17


         GeoVax is not required to make any filing with,  or give any notice to,
or to obtain any Consent from any Person,  other than its board of directors and
shareholders, in connection with the execution and delivery of this Agreement or
the consummation or performance of the Merger.

         4.25  Brokers .  GeoVax  has not  agreed  to pay,  nor has it taken any
action that might result in any Person  claiming to be entitled to receive,  any
brokerage  commission,  finder's fee, or similar commission or fee in connection
with the Merger.

         4.26 Full Disclosure . To the knowledge of GeoVax, the  representations
and warranties  contained in this Article IV do not contain any untrue statement
of a material  fact or omit to state any  material  fact  necessary  to make the
statements and the  information  contained in this Article IV is not misleading,
except to the extent such omission would not reasonably be expected to result in
a Material Adverse Effect.

         4.27 Restricted Securities . GeoVax understands that the Dauphin Shares
will  constitute  "restricted  securities"  under the  federal  securities  laws
inasmuch as they are being acquired from Dauphin in a transaction  not involving
a public  offering and, under such laws and applicable  regulations,  may not be
resold without registration under, or the availability of an exemption from, the
registration  requirements  of the  Securities  Act of 1933  and  similar  state
securities  laws. As a condition to the receipt of Dauphin Shares in the Merger,
each GeoVax  Shareholder shall represent that it is familiar with Securities and
Exchange   Commission  Rule  144,  as  presently  in  effect,  and  each  GeoVax
Shareholder  understands  the resale  limitations and the Securities Act of 1933
pursuant to the form of Exhibit C attached hereto.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF DAUPHIN

         Subject to the exceptions set forth in Dauphin's  Disclosure  Schedule,
as attached  hereto as Schedule V, Dauphin  represents and warrants to GeoVax as
follows:

         5.1 Due Organization; Subsidiaries, Etc . Dauphin is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Illinois and Dauphin's only  subsidiary is GeoVax  Acquisition  Corp., a Georgia
corporation  which is duly  organized,  validly  existing,  and in good standing
under the laws of the State of Georgia (the  "Dauphin  Subsidiary").  Except for
any  requirements  arising  as a result of the  closing of the  Merger,  neither
Dauphin,  nor the Dauphin  Subsidiary is required to be  qualified,  authorized,
registered,  or  licensed  to  do  business  as a  foreign  corporation  in  any
jurisdiction  other  than  the  jurisdictions  in which  they  are so  licensed,
qualified or  registered,  or where the failure to be so licensed,  qualified or
registered would not have a Material Adverse Effect.


                                       18


         5.2 Books  and  Records . The books  and  records  of  Dauphin  and the
Dauphin  Subsidiary  delivered to GeoVax  prior to the Closing  fully and fairly
reflect the transactions to which Dauphin and the Dauphin  Subsidiary is a party
or by which they or their assets are bound.

         5.3 Capitalization . Dauphin's authorized capital stock consists of (i)
100,000,000  shares of Common Stock, of which  99,552,339  shares are issued and
outstanding,  and (ii) 10,000,000 shares of Preferred Stock, of which 10,000,000
shares are designated as Series A, $0.01 Par Value,  Preferred  Stock,  of which
10,000,000  shares are issued and  outstanding  (the "Dauphin Series A Preferred
Stock"). All of the preferences, voting powers, restrictions,  limitations as to
dividends,  qualifications,  and terms and  conditions  of the Dauphin  Series A
Preferred  Stock  are set  forth in that  certain  "Exhibit  A to  Statement  of
Resolution Establishing Series" filed with the Secretary of State of Illinois on
July 14,  2005.  At or prior to the  Closing,  all  shares of  Dauphin  Series A
Preferred  Stock shall have been duly  converted  to common  stock or  otherwise
cancelled.  At or  prior  to  Closing,  Dauphin  shall  amend  its  Articles  of
Incorporation  to authorize  850,000,000  shares of its common stock  subject to
compliance with all applicable Legal Requirements.

              (a) At the Closing,  Dauphin  shall have no more than  243,000,000
issued and  outstanding  shares of common stock  (including all shares of common
stock issued upon  conversion of the Dauphin Series A Preferred Stock and shares
of common stock sold for cash to meet the condition set forth in Section  6.1(b)
of this Agreement).

              (b) All issued and outstanding shares of Dauphin capital stock are
duly  authorized,  validly  issued,  fully  paid,  non-assessable,  and  free of
preemptive  rights.  When issued in the Merger,  the Dauphin Shares will be duly
authorized,  validly issued, fully paid, non-assessable,  and free of preemptive
rights.

              (c) Except as set forth in Part 5.3(c) of the Disclosure Schedule,
there  are no  outstanding  or  authorized  options,  rights,  warrants,  calls,
convertible  securities,  rights  to  subscribe,  conversion  rights,  or  other
agreements or  commitments to which Dauphin is a party or which are binding upon
Dauphin  providing for the issuance or transfer by Dauphin of additional  shares
of  Dauphin's  capital  stock and  Dauphin  has not  reserved  any shares of its
capital stock for issuance,  nor are there any outstanding  stock option rights,
phantom  equity or similar  rights,  contracts,  arrangements  or commitments to
issue  capital  stock of  Dauphin.  There  are no  voting  trusts  or any  other
agreements  or  understandings  with respect to the voting of Dauphin's  capital
stock.  There are no obligations of Dauphin to repurchase,  redeem, or otherwise
re-acquire any shares of its capital stock as of the Closing.

              (d) Except as disclosed in Part 5.3(d) of the Disclosure Schedule,
no Person has any demand or piggyback registration rights with respect to any of
Dauphin's  capital stock,  except for  registration  rights as may be granted to
investors  in  the  private  placement  described  in  Section  6.1(b)  of  this
Agreement.


                                       19


              5.4 SEC  Reports . Dauphin  has not filed  with the United  States
Securities and Exchange  Commission  (the "SEC"),  any Form 10-K or 10-KSB since
the Form 10-K filed in April 2002 for the year ending  December  31,  2001,  any
Form 10-Q or 10-QSB  since the Form  10-Q  filed in  November  2002 for the nine
months  ending  September 30, 2002. As a condition to the Closing of the Merger,
Dauphin shall bring current all of its past due Form 10-K's and Form 10-Q's,  or
Form  10-KSB's and 10-QSB's,  as the case may be, and shall file such  documents
with the SEC as may be  required  by the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act"),  and  the  rules  and  regulations  promulgated
thereunder,  except  to the  extent  the SEC  grants  a  written  waiver  of any
requirement prior to the Closing.

              Dauphin's  Form 10-K's and 10-Q's,  or Form 10-KSB's and 10Q-SB's,
that have not yet been filed (the  "Delinquent  SEC  Reports"),  Dauphin's  Form
10-KSB  for the year  ending  December  31,  2005  (the  "2005  10-K"),  and the
Information  Statement on Schedule 14C that Dauphin will file with the SEC prior
to the Closing in furtherance of the Merger (the "Information Statement"),  will
when filed comply in all material respects with the requirements of the Exchange
Act,  and the  rules  and  regulations  promulgated  thereunder  and none of the
Delinquent SEC Reports, the 2005 10-K or the Information Statement shall contain
an untrue statement of a material fact or omit to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances  under which they were made, not  misleading.  Dauphin's Form
10-K's and 10-Q's that have been filed (the "Filed SEC  Reports")  comply in all
material  respects with the  requirements of the Exchange Act, and the rules and
regulations promulgated thereunder, and none of the Filed SEC Reports contain an
untrue  statement  of a material  fact or omit a material  fact  required  to be
stated  therein,  or necessary to make the statements  therein,  in light of the
circumstances  under  which  they were  made,  not  misleading.  Notwithstanding
anything else contained herein to the contrary,  Dauphin makes no representation
or warranty as to any disclosure  regarding  GeoVax which was provided by GeoVax
or its Representatives.

              Except as disclosed in part 5.4 of the  Disclosure  Schedule,  the
consolidated  financial  statements of Dauphin  included in any of the Filed SEC
Reports, the Delinquent SEC Reports, the 2005 10-K or the Information  Statement
comply  or will  comply  as to form in all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto,  and the  statements  have been or will have been  prepared in
accordance with generally  accepted  accounting  principles in the United States
(except,  in the case of unaudited  statements,  as permitted by the  applicable
form under the  Securities  Act of 1933,  as amended,  and/or the Exchange  Act)
applied on a  consistent  basis  during the periods  involved  (except as may be
indicated in the notes thereto) and fairly present or will present the financial
position of Dauphin as of the dates thereof and its  consolidated  statements of
operations,  stockholders'  equity  and cash  flows for the  periods  then ended
(subject, in the case of unaudited statements,  to normal and recurring year-end
audit  adjustments  that  were not,  and are not,  expected  to have a  Material
Adverse Effect on Dauphin).

              5.5 Financial Statements .


                                       20


              (a)  Included  in the Filed SEC  Reports , and,  when  filed,  the
Delinquent  SEC Reports and the 2005 10-K,  are Dauphin's  audited  consolidated
balance  sheets as of December 31, 2002,  2003,  2004 and 2005,  and the related
statement of operations,  stockholders'  equity,  and cash flows for each of the
years then ended,  together with the  unqualified  report  thereon  (except with
respect to continuation as a going concern) of Tanner, LC, independent  auditors
and/or  any  other  auditor  of  Dauphin   (collectively,   "Dauphin's   Audited
Financials").

              (b) Included in the  Delinquent  SEC Reports will be the unaudited
consolidated  balance sheet of Dauphin as of September 30, 2005, and the related
statement of operations,  stockholders  equity  (deficit) and cash flows for the
nine  months  then  ended,  as  reviewed  by  Tanner,  LC  ("Dauphin's   Interim
Financials").

              (c) Dauphin's Audited  Financials and Dauphin's Interim Financials
(collectively  "Dauphin's Financial  Statements") are (i) in accordance with the
books and records of Dauphin,  (ii) correct and complete,  (iii) fairly  present
the financial  position and results of operations of Dauphin and each Subsidiary
as of the dates  indicated,  and (iv)  prepared  in  accordance  with U.S.  GAAP
(except that (x) unaudited  financial  statements may not be in accordance  with
GAAP because of the absence of footnotes  normally  contained  therein,  and (y)
interim (unaudited)  financials are subject to normal year-end audit adjustments
that in the aggregate will not have a Material  Adverse Effect on Dauphin or the
Dauphin Subsidiary.

              (d) The accounting  discrepancy described in the November 18, 2005
letter from Tanner, LC to Grant Thornton  regarding  Dauphin's audited financial
statements  for the year ending  December  31, 2001,  and any proposed  remedial
action to correct such discrepancy, including, without limitation, the potential
restatement  of  Dauphin's  audited  financial  statements  for the year  ending
December  31, 2001 and any related  amendment  to  Dauphin's  Form 10-K for such
year,  would not  reasonably  be expected to have a Material  Adverse  Effect on
Dauphin.

         5.6  Absence  of  Changes . Except  (i) as set forth in Part 5.6 of the
Disclosure Schedule, since September 30, 2005; (ii) as permitted by Section 1.10
of this Agreement; or (iii) in furtherance of the Merger:

              (a) there has been no adverse change in, and no event has occurred
that reasonably  would be expected to have a Material Adverse Effect on, Dauphin
or the Dauphin Subsidiary;

              (b)  there  has been no loss,  damage  or  destruction  to, or any
interruption in the use of, any of the material assets of Dauphin or the Dauphin
Subsidiary (whether or not covered by insurance);

              (c) neither Dauphin,  nor the Dauphin  Subsidiary has purchased or
otherwise acquired any material assets from any other Person;

              (d)  neither  Dauphin,  nor the Dauphin  Subsidiary  has leased or
licensed any material asset from any other Person;


                                       21


              (e)  neither  Dauphin,  nor the  Dauphin  Subsidiary  has made any
capital expenditure;

              (f)  neither  Dauphin,  nor the  Dauphin  Subsidiary  has  sold or
otherwise  transferred,  or leased,  or licensed any material asset to any other
Person;

              (g) neither Dauphin, nor the Dauphin Subsidiary has written off as
uncollectible,  or established  any  extraordinary  reserve with respect to, any
account receivable or other indebtedness;

              (h) neither Dauphin,  nor the Dauphin Subsidiary has made any loan
or advance to any other Person;

              (i) neither Dauphin, nor the Dauphin Subsidiary has established or
adopted any Employee Benefit Plan; or

              (j) no Contract by which Dauphin nor the Dauphin  Subsidiary is or
was bound,  or under  which  Dauphin or the  Dauphin  Subsidiary  has or had any
rights or interest, has been amended or terminated;

              (k) neither  Dauphin,  nor the Dauphin  Subsidiary  has  incurred,
assumed or  otherwise  become  subject  to any  Liability,  other than  accounts
payable  incurred  by  Dauphin  in bona fide  transactions  entered  into in the
Ordinary Course of Business;

              (l) neither Dauphin,  nor the Dauphin  Subsidiary has forgiven any
debt or otherwise released or waived any right or claim;

              (m) neither  Dauphin,  nor the Dauphin  Subsidiary has changed its
methods of accounting or accounting practices in any respect;

              (n) neither Dauphin,  nor the Dauphin  Subsidiary has entered into
any  transaction  or taken any  other  action  outside  the  Ordinary  Course of
Business;

              (o) Dauphin has not made any extraordinary distributions to any of
its shareholders; and

              (p)  neither  Dauphin,  nor the  Dauphin  Subsidiary  has  agreed,
committed  or offered  (in  writing  or  otherwise)  to take any of the  actions
referred to in the clauses above.

         5.7 Title to Assets .  Dauphin's  asset  consists,  and at Closing will
consist,  primarily of cash.  Dauphin owns, and has good and valid title to, all
of the all assets purported to be owned by it, including all assets reflected on
the Dauphin Interim  Financials;  all assets acquired by Dauphin since September
30, 2005; all rights of Dauphin under Dauphin's Contracts;  and all other assets
reflected in the books and records of Dauphin as being owned by Dauphin.

                                       22


         5.8 Receivables . Dauphin has no receivables.

         5.9 Inventory . Dauphin has no inventory.

         5.10 Equipment . Dauphin has no equipment.

         5.11 Real  Property . None of  Dauphin's  assets  consists of any owned
real property or any interest in real property, except for the leasehold created
under  the  real  property  leases  identified  in Part  5.11 of the  Disclosure
Schedule.

         5.12 Proprietary Assets . Dauphin owns no Proprietary Assets.

         5.13 Contracts .

              (a) Part 5.13 of the Disclosure  Schedule  identifies and provides
an accurate and complete  description of each Dauphin  Contract,  except for any
Immaterial Contracts (the "Dauphin Contracts").  Dauphin has delivered,  or made
available  to GeoVax,  accurate  and  complete  copies of all Dauphin  Contracts
identified  in Part 5.13 of the  Disclosure  Schedule,  including  all  material
contract  amendments.  Each  Dauphin  Contract  is valid  and in full  force and
effect.

              (b) Except as set forth in Part 5.13 of the  Disclosure  Schedule:
(i) to the best  knowledge of Dauphin,  no Person has  violated or breached,  or
declared or committed any default under, any Dauphin Contract;  (ii) to the best
knowledge of Dauphin,  no event has occurred,  and no  circumstance or condition
exists,  that might  (with or  without  notice or lapse of time) (A) result in a
violation or breach of any of the provisions of any Dauphin  Contract,  (B) give
any  Person  the right to declare a default  or  exercise  any remedy  under any
Dauphin  Contract,  (C) give any Person the right to accelerate  the maturity or
performance of any Dauphin Contract, or (D) give any Person the right to cancel,
terminate,  or modify any Dauphin  Contract;  (iii) Dauphin has not received any
notice or other  communication  (in writing or otherwise)  regarding any actual,
alleged,  possible,  or potential  violation or breach of, or default under, any
Dauphin  Contract;  and (iv)  Dauphin has not waived any right under any Dauphin
Contract.

              (c) The  performance  of Dauphin  Contracts will not result in any
violation of, or failure to comply with, any Legal Requirement.

              (d) No Person is  renegotiating,  or has the right to renegotiate,
any amount paid or payable to Dauphin  under any  Dauphin  Contract or any other
term or provision of any Dauphin Contract.

           5.14   Liabilities, Bankruptcy .


                                       23


              (a)  Except  as may be set  forth in Part  5.14 of the  Disclosure
Schedule,  Dauphin has no Liabilities,  except for (i) liabilities identified as
such in the Dauphin Interim Financials; and (ii) obligations under the Contracts
listed in Part 5.13 of the Disclosure Schedule, to the extent that the existence
of such obligations is ascertainable  solely by reference to Dauphin  Contracts.
At the Closing, Dauphin shall have no Liability or Encumbrance whatsoever.

              (b) Part 5.14 of the Disclosure  Schedule (i) provides an accurate
and complete  breakdown and aging of Dauphin's  accounts payable as of September
30, 2005,  and (ii)  provides an accurate  and  complete  breakdown of all notes
payable and other Dauphin indebtedness as of the date of this Agreement.

              (c) Except as set forth in the Filed SEC  Reports  and  Delinquent
SEC Reports or Part 5.14 of the Disclosure  Schedule,  neither Dauphin,  nor the
Dauphin  Subsidiary  has,  at any time,  (i) made a general  assignment  for the
benefit of  creditors,  (ii)  filed,  or had filed  against  it, any  bankruptcy
petition or similar  filing,  (iii)  suffered the  attachment or other  judicial
seizure of all or a substantial  portion of its assets, (iv) admitted in writing
its  inability  to pay its debts as they become due, (v) been  convicted  of, or
pleaded  guilty or no contest to, any felony,  or (vi) taken or been the subject
of any action  that may have an adverse  effect on its ability to comply with or
perform any of its covenants or obligations contemplated under this Agreement.

         5.15  Compliance  with  Legal  Requirements  .  Except  as set forth in
Section 5.4, the Filed SEC Reports,  or in Part 5.15 of the Disclosure  Schedule
(a) Dauphin and each  Dauphin  Subsidiary  is in material  compliance  with each
Legal Requirement that is applicable to it, or to the conduct of its business or
the  ownership  or use of any of its assets;  (b) to the best of its  knowledge,
each of Dauphin and the Dauphin  Subsidiaries  has at all times been in material
compliance  with each Legal  Requirement  that is or was applicable to it, or to
the conduct of its business,  or the ownership or use of any of its assets;  (c)
no event has occurred, and no condition or circumstance exists, that might (with
or without notice or lapse of time)  constitute or result directly or indirectly
in a material  violation  by Dauphin  of, or a failure on the part of Dauphin to
comply with,  any Legal  Requirement;  and (d) Dauphin has not received,  at any
time,  any notice or other  communication  (in  writing or  otherwise)  from any
Governmental  Body,  or any other  Person,  regarding  (i) any actual,  alleged,
possible,  or  potential  violation  of, or  failure to comply  with,  any Legal
Requirement,  or (ii) any actual, alleged,  possible, or potential obligation on
Dauphin's  part to undertake,  or to bear all or any portion of the cost of, any
cleanup or any remedial, corrective, or response action of any nature.

         5.16 Government  Authorizations . Except for its respective Articles of
Incorporation,  neither Dauphin, nor the Dauphin Subsidiary has any Governmental
Authorization.

         5.17 Tax Matters .


                                       24


              (a) Except as set forth in Part 5.17 of the  Disclosure  Schedule,
each Tax Return  required  to be filed by  Dauphin  has been duly filed with the
appropriate  Governmental  Body.  To the best  Knowledge  of  Dauphin,  each Tax
required to have been paid, or claimed by any  Governmental  Body to be payable,
by Dauphin  and the  Dauphin  Subsidiaries  has been duly paid in full.  Any Tax
required  to have  been  withheld  or  collected  by  Dauphin,  or each  Dauphin
Subsidiary,  has been duly withheld and collected;  and (to the extent required)
each such Tax has been paid to the appropriate Governmental Body.

              (b)  There has been no  examination  or audit of any  Dauphin  Tax
Return and or any Tax  Return of a Dauphin  Subsidiary  that has been  conducted
since December 31, 1999.

              (c) There has been no claim or other Proceeding that is pending or
has been threatened against,  Dauphin or its Subsidiaries in respect to any Tax.
There are no  unsatisfied  Liabilities  for  Taxes  (including  liabilities  for
interest, additions to taxes and penalties, or related expenses) with respect to
any notice of deficiency or similar document  received by Dauphin or the Dauphin
Subsidiary.

         5.18.  Employees . Except as described in Part 5.18 o f the  Disclosure
Schedule,  n either  Dauphin,  nor the Dauphin  Subsidiary,  has any  employees.
Except as described in Part 5.18 o f the Disclosure  Schedule,  neither Dauphin,
nor the  Dauphin  Subsidiary  owes any  compensation  of any kind,  deferred  or
otherwise,  to any current or previous  employees.  Except as  described in Part
5.18 o f the Disclosure  Schedule,  neither Dauphin,  nor the Dauphin Subsidiary
has a written or oral  employment  agreement  with any  officer or  director  of
Dauphin or the Dauphin Subsidiary.  Neither Dauphin,  nor the Dauphin Subsidiary
is a party to, or bound  by,  any  collective  bargaining  agreement.  Except as
described in Part 5.18 o f the Disclosure Schedule , there are no loans or other
obligations  payable  or owing  by  Dauphin  or the  Dauphin  Subsidiary  to any
stockholder,   officer,   director,  or  employee  of  Dauphin  or  the  Dauphin
Subsidiary,  nor are there any  loans or debts  payable  or owing by any of such
persons to Dauphin or the Dauphin  Subsidiary,  or any  guarantees by Dauphin or
the Dauphin Subsidiary of any loan or obligation of any nature to which any such
person is a party.

         5.19  Employee  Benefit  Plans  .  Neither  Dauphin,  nor  the  Dauphin
Subsidiary,  has any (a)  non-qualified  deferred or incentive  compensation  or
retirement   plans  or   arrangements,   (b)  qualified   retirement   plans  or
arrangements,  (c) other employee compensation,  severance or termination pay or
welfare  benefit plans,  programs or  arrangements,  or (d) any related  trusts,
insurance contracts,  or other funding arrangements  maintained,  established or
contributed  to by Dauphin or the  Dauphin  Subsidiary.  As a  condition  to the
Closing,  Dauphin  shall adopt an incentive  stock plan in the form agreed to by
GeoVax.

         5.20 Environmental Matters .

              (a) Neither Dauphin,  nor the Dauphin  Subsidiary is liable or, to
the best  knowledge  of Dauphin,  potentially  liable for any  response  cost or
natural  resource  damages  under Section  107(a) of CERCLA,  or under any other
so-called  "superfund" or "superlien"  law or similar Legal  Requirement,  at or
with respect to any site.

                                       25



              (b) Neither Dauphin, nor the Dauphin Subsidiary, has ever received
any  notice  or  other   communication   (in  writing  or  otherwise)  from  any
Governmental Body, or other Person, regarding any actual, alleged,  possible, or
potential  Liability  arising  from or  relating  to the  presence,  generation,
manufacture,   production,   transportation,    importation,   use,   treatment,
refinement,  processing,  handling,  storage,  discharge,  release, emission, or
disposal of any Hazardous  Material.  No Person has ever commenced,  to the best
knowledge of Dauphin,  or threatened  to commence,  any  contribution  action or
other  Proceeding  against Dauphin or the Dauphin  Subsidiary in connection with
any such actual,  alleged,  possible,  or potential  Liability;  and to the best
knowledge of Dauphin,  no event has occurred,  and no condition or  circumstance
exists,  that may directly or indirectly  give rise to, or result in, Dauphin or
the Dauphin Subsidiary becoming subject to any such Liability.

              (c) Neither Dauphin,  nor the Dauphin  Subsidiary,  has generated,
manufactured,   produced,   transported,   imported,  used,  treated,   refined,
processed,  handled, stored, discharged,  released, or disposed of any Hazardous
Material  (whether  lawfully or unlawfully).  Neither  Dauphin,  nor the Dauphin
Subsidiary,  has permitted (knowingly or otherwise) any Hazardous Material to be
generated,  manufactured,  produced, used, treated, refined, processed, handled,
stored,  discharged,  released,  or disposed of (whether lawfully or unlawfully)
(i) on or beneath the surface of any real  property  that is, or that has at any
time been, owned by, leased to, controlled by, or used by Dauphin or the Dauphin
Subsidiary;  (ii)  in or into  any  surface  water,  groundwater,  soil,  or air
associated with, or adjacent to, any such real property; or (iii) in or into any
well, pit, pond, lagoon,  impoundment,  ditch,  landfill,  building,  structure,
facility,  improvement,  installation,  equipment,  pipe, pipeline,  vehicle, or
storage container that is, or was, located on or beneath the surface of any such
real  property,  or that is, or has,  at any time  been  owned  by,  leased  to,
controlled by, or used by Dauphin or the Dauphin Subsidiary.

         5.21 Insurance . Neither Dauphin,  nor the Dauphin Subsidiary,  has any
insurance policies in effect.

         5.22 Related  Party  Transactions  . Except as set forth in (i) its SEC
Documents,  or (ii) Part 5.22 of the Disclosure  Schedule,  (a) no Related Party
has any  direct or  indirect  interest  of any  nature  in any of the  assets of
Dauphin or the Dauphin Subsidiary;  (b) no Related Party is, or has, at any time
since December 31, 2002, been indebted to Dauphin or the Dauphin Subsidiary; (c)
since  December  31, 2002,  no Related  Party has entered  into,  or has had any
direct or indirect financial interest in, any Dauphin Contract,  transaction, or
business dealing of any nature involving Dauphin or the Dauphin Subsidiary;  (d)
no Related  Party is  competing,  or has at any time since  December  31,  2002,
competed, directly or indirectly, with Dauphin or the Dauphin Subsidiary; (e) no
Related  Party  has any  claim or right  against  Dauphin;  and (f) no event has
occurred,  and no condition or circumstance  exists, that might (with or without
notice  or lapse of time)  directly  or  indirectly  give rise to, or serve as a
basis for, any claim or right in favor of any Related Party  against  Dauphin or
the Dauphin Subsidiary.

         5.23 Subsidiaries and Investments .


                                       26


              (a) Except as set forth in Part 5.23 of the  Disclosure  Schedule,
Dauphin  does  not own any  capital  stock  or have  any  interest  of any  kind
whatsoever  in  any  corporation,   partnership,   or  other  form  of  business
organization (any such organization is referred to as a "Dauphin Subsidiary").

              (b) Part  5.23 of the  Disclosure  Schedule  sets  forth  true and
complete  copies  of the  charter  of each  Dauphin  Subsidiary,  as well as any
limited  liability  company  agreement,   operating  agreement,  or  shareholder
agreement  relating to such Dauphin  Subsidiary,  and any acquisition  agreement
relating to the Dauphin Subsidiary.  All corporate or other action that has been
taken by the Dauphin  Subsidiary has been duly  authorized and does not conflict
with or violate any  provision  of its charter,  bylaws or other  organizational
documents.

              (c) Except as set forth in Part 5.23 of the  Disclosure  Schedule,
all  outstanding  shares of capital stock or other  ownership  interests of each
Dauphin Subsidiary are validly issued,  fully paid,  nonassessable,  and free of
preemptive  rights and are owned  (either  directly  or  indirectly)  by Dauphin
without any encumbrances.

              (d)  Except as set forth in Parts  5.13 or 5.23 of the  Disclosure
Schedule,  there are no outstanding securities convertible into, or exchangeable
for, the capital stock of, or other equity interests in, the Dauphin Subsidiary,
and no outstanding options, rights, subscriptions,  calls commitments, warrants,
or rights of any  character  for Dauphin,  the Dauphin  Subsidiary  or any other
person or entity to purchase,  subscribe for, or to otherwise acquire any shares
of such stock or other securities of the Dauphin Subsidiary.

              (e)  Except as set forth in Parts  5.13 or 5.23 of the  Disclosure
Schedule,  there are no  outstanding  agreements  affecting  or  relating to the
voting, issuance, purchase,  redemption,  repurchase, or transfer of any capital
stock of, or other equity interests in, the Dauphin Subsidiary.

              (f) Each Dauphin Subsidiary's stock register,  or similar register
of ownership,  has complete and accurate records  indicating the following:  (i)
the name and address of each person or entity  owning shares of capital stock or
other equity interest of the Dauphin Subsidiary, and (ii) the certificate number
of each certificate  evidencing shares of capital stock or other equity interest
issued by the Dauphin Subsidiary, the number of shares or other equity interests
evidenced by each such  certificate,  the date of issuance of such  certificate,
and,  if  applicable,  the date of  cancellation.  Copies of same have been made
available to GeoVax.


                                       27


              5.24  Certain  Payments,  Etc . Neither  Dauphin,  nor the Dauphin
Subsidiary,  has, and no officer,  employee,  agent or other  Person  associated
with, or acting for or on behalf of, Dauphin or the Dauphin  Subsidiary  has, at
any time,  directly or indirectly,  (a) used any corporate funds (i) to make any
unlawful  political  contribution  or gift,  or for any other  unlawful  purpose
relating to any  political  activity,  (ii) to make any unlawful  payment to any
governmental  official  or  employee,  or (iii) to  establish  or  maintain  any
unlawful  or  unrecorded  fund or account of any  nature;  (b) made any false or
fictitious entry, or failed to make any entry that should have been made, in any
of the books of account or other  records of Dauphin or the Dauphin  Subsidiary;
(c) made any payoff,  influence payment,  bribe, rebate,  kickback,  or unlawful
payment to any Person;  (d)  performed  any favor or given any gift that was not
deductible for federal income tax purposes; (e) made any payment (whether or not
lawful) to any Person, or provided (whether lawfully or unlawfully) any favor or
anything of value (whether in the form of property or services,  or in any other
form) to any Person,  for the purpose of obtaining  or paying for (i)  favorable
treatment in securing  business,  or (ii) any other special  concession;  or (f)
agreed,  committed,  or offered  (in  writing or  otherwise)  to take any of the
actions described above in clauses "(a)" through "(e)."

              5.25 Proceedings;  Orders . To the knowledge of Dauphin,  there is
no pending  Proceeding,  and no Person has threatened in writing to commence any
Proceeding:  (i)  that  involves  Dauphin  or the  Dauphin  Subsidiary  or  that
otherwise  relates to, or might affect the business  of,  Dauphin;  or (ii) that
challenges, or that may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, the Merger. To the knowledge of Dauphin, no event
has occurred,  and no claim, dispute, or other condition or circumstance exists,
that  might  directly  or  indirectly  give  rise to or serve as a basis for the
commencement of any such  Proceeding.  There is no Order to which Dauphin or the
Dauphin Subsidiary,  or any asset owned or used by Dauphin or its subsidiary, is
subject;  and none of the  shareholders or any other Related Party is subject to
any Order that relates to Dauphin's  business or to any of the assets of Dauphin
or the Dauphin Subsidiary.

              5.26  Authority;  Binding  Nature of  Agreements . Dauphin has the
absolute  and  unrestricted  right,  power,  and  authority to enter into and to
perform its obligations  under the Merger  Agreement;  and Dauphin's  execution,
delivery,  and  performance  of this  Agreement has been duly  authorized by all
necessary action on the part of Dauphin and its board of directors and officers.
This Agreement  constitutes the legal, valid, and binding obligation of Dauphin,
enforceable  against  Dauphin  in  accordance  with the terms of the  Agreement.
Dauphin  shall seek  shareholder  approval  of this  Agreement  and all  matters
required hereunder.

              5.27  Non-Contravention;  Consents . Neither  the  execution,  nor
delivery, of this Agreement,  nor the consummation or performance of the Merger,
will directly or indirectly (with or without notice or lapse of time):


                                       28


         (a) contravene, conflict with, or result in a violation of, or give any
Governmental Body or other Person the right to challenge any of the Merger or to
exercise  any  remedy or obtain any relief  under any Legal  Requirement  or any
Order to which Dauphin or any of the assets of Dauphin are subject;

         (b)  contravene,  conflict with, or result in a violation of any of the
terms or  requirements  of, or give any  Governmental  Body the right to revoke,
withdraw,  suspend, cancel, terminate, or modify any Governmental  Authorization
that is held by Dauphin;

         (c)  contravene,  conflict with, or result in a violation or breach of,
or result in a default under any provision of any of the Dauphin Contracts;

         (d) give any Person the right to (i) declare a default or exercise  any
remedy under any Dauphin  Contract,  (ii) accelerate the maturity or performance
of any Contract, or (iii) cancel, terminate, or modify any Dauphin Contract; or

         (e) result in the  imposition or creation of any  Encumbrance  upon, or
with respect to, any of Dauphin's assets.

         Dauphin is not required to make any filing with, or give any notice to,
or to obtain any Consent from,  any Person other than its board of directors and
shareholders in connection with the execution and delivery of this Agreement, or
the consummation or performance of the Merger.

         5.28  Brokers .  Except  as set  forth in Part  5.28 of the  Disclosure
Schedule,  Dauphin has not agreed to pay, nor has it taken any action that might
result  in  any  Person  claiming  to be  entitled  to  receive,  any  brokerage
commission,  finder's fee, or similar  commission or fee in connection  with the
Merger.

         5.29  Internal  Accounting  Controls . Except as described in Dauphin's
Form 10-K for the year ended December 31, 2004, since December 31, 2004, Dauphin
has maintained a system of internal  accounting  controls  sufficient to provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
GAAP and to maintain asset  accountability,  (iii) access to assets is permitted
only in accordance with management's general or specific authorization, and (iv)
the recorded  accountability  for assets is compared with the existing assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.  Dauphin has  established  disclosure  controls and  procedures (as
defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for Dauphin and designed
such  disclosure  controls and  procedures to ensure that  material  information
relating  to Dauphin is made known to the  certifying  officer by others  within
those entities,  particularly  during the period in which Dauphin's Form 10-K or
10-Q, as the case may be, is being prepared.


                                       29


         Dauphin's   certifying  officer  has  evaluated  the  effectiveness  of
Dauphin's  controls and  procedures  as of end of the filing period prior to the
filing  date of the Form 10-Q for the  quarter  ended  September  30,  2005 (the
"Evaluation  Date").  Dauphin presented in its most recently filed Form 10-K, or
Form 10-Q, the conclusions of the certifying  officer about the effectiveness of
the  disclosure  controls  and  procedures  based  on his  evaluation  as of the
Evaluation  Date.  Since the  Evaluation  Date,  there have been no  significant
changes in Dauphin's  internal  controls (as such term is defined in Item 307(b)
of Regulation  S-K under the Exchange Act) or, to the  Company's  knowledge,  in
other factors that could significantly affect the Company's internal controls.

         5.30 Listing and Maintenance Requirements . Dauphin is currently quoted
on the Pink  Sheets  Electronic  Quotation  Service.  Dauphin has not, in the 12
months preceding the date hereof,  received any notice from the Pink Sheets,  or
the NASD, or any trading market on which Dauphin's common stock is, or has been,
listed  or  quoted  informing  Dauphin  that it is not in  compliance  with  the
quoting,  listing, or maintenance requirements of the Pink Sheets, or such other
trading market. Dauphin is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such quoting, listing,
and maintenance requirements.

         5.31  Application  of Takeover  Protections  . Dauphin and its board of
directors have taken all necessary  action,  if any, to render  inapplicable any
control share  acquisition,  business  combination,  poison pill  (including any
distribution under a rights agreement) or other similar anti-takeover  provision
under  Dauphin's  certificate or articles of  incorporation  (or similar charter
documents) or the laws of its state of  incorporation  that is, or could become,
applicable to GeoVax, or the GeoVax  Shareholders,  as a result of the Merger or
the exercise of any rights by GeoVax,  or the GeoVax  Shareholders,  pursuant to
this Agreement.

         5.32 No SEC or NASD Inquiries . Neither Dauphin,  nor, to the knowledge
of Dauphin  any of its past or present  officers or  directors,  is, or ever has
been, the subject of any formal or informal  inquiry or investigation by the SEC
or NASD.

         5.33 Full Disclosure . To the knowledge of Dauphin, the representations
and warranties  contained in this Article V do not contain any untrue  statement
of a material  fact,  or omit to state any material  fact  necessary to make the
statements and information contained in this Article V not misleading, except to
the extent that such omission  would not be  reasonably  expected to result in a
Material Adverse Effect.

                                   ARTICLE VI
                               CLOSING CONDITIONS

         6.1 Conditions to the Obligations of GeoVax . The obligations of GeoVax
to effect  the Merger  contemplated  by this  Agreement  shall be subject to the
fulfillment,  or written waiver, by GeoVax, at or prior to the Closing,  of each
of the following conditions:

              (a) At the Closing,  Dauphin shall have  delivered or caused to be
delivered to GeoVax the following:


                                       30


                     (i) resolutions  duly adopted by the Board of Directors and
              the holders of a majority of the issued and outstanding  shares of
              Dauphin common stock  authorizing and approving the Merger and the
              other actions of Dauphin required pursuant to this Agreement,  and
              the execution, delivery, and performance of this Agreement;

                     (ii) a  certificate  of good  standing for Dauphin and each
              Dauphin   Subsidiary  from  their   respective   jurisdictions  of
              incorporation,  dated not  earlier  than  five  days  prior to the
              Closing Date;

                     (iii) written resignations of all officers and directors of
              Dauphin and each Dauphin Subsidiary in office immediately prior to
              the  Closing  and the  appointment  of  those  persons  listed  on
              Schedule  1.7(b) as the officers and directors of Dauphin and each
              Dauphin Subsidiary;

                     (i v) all corporate  records,  agreements,  seals,  and any
              other information reasonably requested by GeoVax's representatives
              with respect to Dauphin; and

                     (v) such  other  documents  as  GeoVax  and/or  the  GeoVax
              Shareholders  may  reasonably   request  in  connection  with  the
              transactions contemplated hereby.

              (b) At the Closing, Dauphin shall have no less than $13,000,000 in
net cash proceeds,  free and clear of any Encumbrance,  resulting from a private
placement of Dauphin's  common  stock,  occurring  at, or prior to, the Closing.
Dauphin shall provide GeoVax with a bank statement  reasonably  satisfactory  to
GeoVax  showing such proceeds in a bank account in Dauphin's  name. In addition,
Dauphin shall provide GeoVax with new signature cards provided by the bank where
such funds are  deposited  naming one or more  designees of GeoVax to be the new
signatories  with full power of  disposition  of such account from and after the
Closing.

              (c) Prior to the mailing of the Information Statement to Dauphin's
shareholders in accordance  with Regulation 14C under the Exchange Act,  Dauphin
will have  filed any  Delinquent  SEC  Reports  as  requested  by the SEC in any
written  comments to the Information  Statement,  and will have responded to and
fully resolved to the SEC's satisfaction any written comments to the Information
Statement,  and prior to the Closing  Dauphin will have filed all the Delinquent
SEC Reports and the 2005 10-K, and shall have responded to and fully resolved to
the SEC's  satisfaction  any written  comments to such  reports  made by the SEC
prior to the Closing.

              (d) Dauphin's board of directors and shareholders  shall have duly
adopted and approved an equity  incentive plan in form and substance  acceptable
to GeoVax.


                                       31


              (e) Dauphin shall have  performed  and  complied,  in all material
respects, with the covenants and agreements contained in this Agreement required
to be performed by it at or prior to the Closing, and GeoVax shall have received
a certificate to that effect from an officer of Dauphin, dated the Closing Date;

              (f) The  representations  and  warranties  of Dauphin set forth in
this Agreement shall be true and correct in all material  respects when made and
as of the  Closing  Date with the same  effect  as though  made at and as of the
Closing Date,  and GeoVax shall have received a certificate  to that effect from
an officer of Dauphin, dated the Closing Date;


              (g)  No  Material  Adverse  Effect  relating  to the  business  or
financial  condition  of  Dauphin  shall  have  occurred  after the date of this
Agreement or prior to the Closing;


              (h) GeoVax shall have received from Dauphin such further  executed
instruments  and  documents  as  are  reasonably   required  to  carry  out  the
transactions contemplated by, and to evidence the fulfillment of, the conditions
contained in this  Agreement,  and the  performance by Dauphin of all conditions
for the consummation of such transactions; and


              (i)  No  party   hereto  shall  be  subject  to  any  Order  of  a
Governmental  Body that prevents or delays any of the transactions  contemplated
by this Agreement,  and no Proceeding  shall be threatened in writing or pending
before any Governmental Body.


              (j) The holders of all outstanding convertible promissory notes of
Dauphin shall have delivered to Dauphin irrevocable conversion notices, together
with all  original  executed  notes,  or  affidavits  of lost  notes in form and
substance  acceptable to GeoVax,  and Dauphin shall have duly converted all such
notes to common stock in accordance with the terms and conditions of such notes.

              (k)  Dauphin  shall have filed with the  appropriate  Governmental
Body each Tax Return required to be filed by it prior to the Closing, including,
without  limitation,  those  specified  in  Part  5.17 of  Dauphin's  Disclosure
Schedule.

         6.2  Conditions  to the  Obligations  of Dauphin . The  obligations  of
Dauphin to effect  the  transactions  contemplated  by this  Agreement  shall be
subject to the fulfillment, as reasonably determined by Dauphin, or, at the sole
election of Dauphin,  the waiver,  at or prior to the Closing,  of the following
conditions:

              (a) At the Closing,  GeoVax  shall have  delivered or caused to be
delivered to Dauphin the following:

                     (i)  resolutions  duly  adopted  by  the  GeoVax  Board  of
              Directors  and  the  holders  of a  majority  of  the  issued  and
              outstanding   shares  of  GeoVax  common  stock   authorizing  and
              approving the Merger and the execution,  delivery, and performance
              of this Agreement;

                                       32


                     (ii) a certificate  of good  standing for GeoVax,  from its
              respective  jurisdiction of incorporation,  dated not earlier than
              five days prior to the Closing Date;

              (b) GeoVax  shall have  performed  and  complied  in all  material
respects with the covenants and agreements  contained in this Agreement required
to be performed by GeoVax at, or prior to, the Closing,  and Dauphin  shall have
received a certificate to that effect from an officer of the Company,  dated the
Closing Date;

         (c) There shall be no dissenting GeoVax Shareholder.

         (d) GeoVax shall have delivered all GeoVax financial statements and pro
forma  financial  statements  required  to be filed  with the SEC as part of the
post-Merger Form 8-K;

         (e) The  representations  and  warranties  of GeoVax  set forth in this
Agreement  shall be true and correct in all material  respects when made, and as
of the  Closing  Date,  with the same  effect as though  made at, and as of, the
Closing Date,  and Dauphin shall have received a certificate to that effect from
an officer of GeoVax, dated the Closing Date;

         (f) No  Material  Adverse  Effect  relating  to  GeoVax's  business  or
financial  condition  shall have  occurred  after the date of this  Agreement or
prior to the Closing;

         (g) Dauphin shall have  received  from GeoVax such further  instruments
and  documents  as  are  reasonably  required  to  carry  out  the  transactions
contemplated by, and to evidence the fulfillment of, the agreements contained in
this Agreement,  and the  performance of all conditions for the  consummation of
such transactions; and

         (h) No party  hereto  shall be subject  to any Order of a  Governmental
Body that would prevent or delay any of the  transactions  contemplated  by this
Agreement,  and no Proceeding  shall be threatened in writing or pending  before
any Governmental Body.

                                   ARTICLE VII
                  NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The   representations   and  warranties  made  by  Dauphin  and  GeoVax
(including the  representations and warranties set forth in Sections 4 and 5 and
the  representations  and warranties set forth in any  certificate  delivered at
Closing by an officer of GeoVax and Dauphin) shall not survive the Closing.  For
purposes of this  Agreement,  each  statement or other item of  information  set
forth in a  Party's  Disclosure  Schedule  shall be  deemed  to be a part of the
representations and warranties made by such Party in this Agreement.

                                       33



                                  ARTICLE VIII
                                   TERMINATION

         8.1 Events of  Termination . This Agreement may, by notice given in the
manner  hereinafter  provided,  be terminated and abandoned at any time prior to
completion of the Closing, as follows:

              (a) by GeoVax if (1) there has been a  material  Breach by Dauphin
and, in the case of a covenant or agreement  Breach,  such Breach shall not have
been cured  within ten (10) days after  receipt by Dauphin of notice  specifying
particularly  such  Breach,  (2)  if  GeoVax  identifies   hereafter  any  fact,
circumstance  or event that could be  reasonably  determined  to have a Material
Adverse Effect on Dauphin and such fact,  circumstance  or event is not cured by
Dauphin  within  ten (10) days after  receipt  by  Dauphin of notice  specifying
particularly such fact, event or circumstance,  or (3) if the Closing Conditions
have not been satisfied by the close of business on June 30, 2006;

              (b) by Dauphin  (1) if there has been a material  Breach by GeoVax
and, in the case of a covenant or agreement  Breach,  such Breach shall not have
been cured  within ten (10) days  after  receipt by GeoVax of notice  specifying
particularly  such  Breach,  or (2) if Dauphin  identifies  hereafter  any fact,
circumstance  or event that could be  reasonably  determined  to have a Material
Adverse  Effect on  GeoVax,  or Dauphin  following  the  Merger,  and such fact,
circumstance  or event is not cured by GeoVax within ten (10) days after receipt
by GeoVax of notice specifying particularly such fact, event or circumstance, or
(3) if the Closing  Conditions  have not been satisfied by the close of business
on June 30, 2006; or

              (c) at any time by mutual written agreement of GeoVax and Dauphin.

              This  Agreement  may not be  terminated  after  completion  of the
Closing, except by mutual agreement of GeoVax and Dauphin.

                                   ARTICLE IX
                                  MISCELLANEOUS

              9.1  Severability . If any provision of this Agreement is declared
by any court or other Governmental Body to be null, void, or unenforceable, this
Agreement shall be construed so that the provision at issue shall survive to the
extent it is not so declared null, void, or  unenforceable  and all of the other
provisions of this Agreement shall remain in full force and effect.


                                       34


              9.2 Entire Agreement . This Agreement,  together with all exhibits
and  schedules  hereto  attached,  constitutes  the entire  agreement  among the
Parties  pertaining to the subject matter hereof and  completely  supersedes all
prior or contemporaneous agreements, understandings,  arrangements, commitments,
negotiations,  and discussions of the Parties,  whether oral or written,  all of
which shall have no substantive  significance or evidentiary  effect. Each Party
acknowledges,   represents,   and  warrants  that  it  has  not  relied  on  any
representation,  agreement,  understanding,  arrangement, or commitment that has
not  been  expressly  set  forth in this  Agreement.  Each  Party  acknowledges,
represents  and  warrants  that this  Agreement  is fully  integrated  and parol
evidence  is needed to  reflect  the  intentions  of the  Parties.  The  Parties
specifically  intend  that the literal  words of this  Agreement  shall,  alone,
conclusively determine all questions concerning the Parties' intent.

              9.3  Corporate  Affairs . Each Party  will make  every  reasonable
effort to keep  confidential  any  information  obtained by them  concerning the
other Party,  including its internal  organization,  finances,  procedures,  and
customers.  Neither  Party will make any  public  announcement,  or release  any
publicity regarding the other Party, other than routine oral communications with
analysts,  shareholders,  and  prospective  investors  without the prior written
consent (which shall not be unreasonably withheld or delayed) of the Party being
named,  unless, in the good faith opinion of counsel to the party  contemplating
such disclosure, such disclosure is required by law and time does not permit the
party to obtain such consent,  or such  disclosure may otherwise be necessary in
connection  with the  filing  of Tax  Returns,  or  claims  for  refunds,  or in
conducting a Tax audit or other proceedings.  This Section 9.3 shall survive the
termination of this Agreement.  Notwithstanding anything herein to the contrary,
any Party (and any employee,  representative,  or other agent of such Party) may
disclose  to any  and all  persons,  without  limitation  of any  kind,  the tax
treatment and tax structure of the  transactions  contemplated by this Agreement
and all materials of any kind  (including  opinions or other tax analyses)  that
are provided to it relating to such tax  treatment and tax  structure.  For this
purpose,  tax treatment and tax structure  shall not include the identity of any
existing or future Party (or any affiliate of such Party) to this Agreement.

              9.4 Notices . Unless  otherwise  expressly  provided  herein,  all
notices, requests, demands, instructions, documents, and other communications to
be given  hereunder by either  Party to the other shall be in writing,  shall be
sent to the  address/fax  number set forth below (provided that any Party may at
any time  change its  address  for notice or other  such  information  by giving
written notice thereof in accordance with this Section),  and shall be deemed to
be duly given upon the earliest of (a) hand delivery,  or (b) the first business
day after sending by reputable overnight delivery service for next-day delivery.

                             If to GeoVax:

                             Donald G. Hildebrand
                             GeoVax, Inc.
                             1256 Briarcliff Road
                             Atlanta, GA 30306



                                       35


                             with a copy to:

                             Richardson & Patel, LLP
                             10900 Wilshire Blvd., Suite 500
                             Los Angeles, CA 90024
                             Attn: Kevin Friedmann
                             Fax: (310) 208-1154

                             If to Dauphin:

                             Andrew J. Kandalepas
                             Dauphin Technology, Inc.
                             1014 East Algonquin Road, Suite 111
                             Schaumburg, IL 60667

                             with a copy to:

           Cohne Rappaport & Segal            Rieck & Crotty
           257 East 200 South, Suite 700      55 West Monroe St., Suite 3390
           Salt Lake City, Utah 84111         Chicago, IL 60603
           Attn: A. O. Headman, Jr.           Attn: Ronald Duplack
           Fax No: (801) 355-1813             Fax: (312) 726-0647

              9.5  Amendments;  Waivers . This  Agreement  may not be amended or
modified  unless such amendment or  modification is in writing and signed by all
of the  Parties  to  this  Agreement.  The  terms,  covenants,  representations,
warranties,  or conditions of this Agreement may only be waived in writing.  Any
waiver of any  condition,  or of the Breach of any  provision,  term,  covenant,
representation,  or warranty  contained  in this  Agreement,  in any one or more
instances,  shall not be deemed to be or  construed  as a further or  continuing
waiver  of  any  condition,  or of the  breach  of any  other  provision,  term,
covenant, representation, or warranty of this Agreement.

              9.6 Successors and Assigns . The rights and obligations under this
Agreement  may not be assigned or  delegated  unless in writing  executed by the
Parties hereto,  and any attempted  assignment or delegation  without such prior
written  consent shall be void and of no force or effect.  This Agreement  shall
inure to the benefit of, and shall be binding upon, the successors and permitted
assigns of the Parties to this Agreement.


                                       36


              9.7 Governing Law; Submission to Jurisdiction . This Agreement and
all  transactions  contemplated  hereby shall be governed by, and  construed and
enforced in  accordance  with,  the laws of the State of Illinois,  and shall be
treated in all respects as a State of Illinois  contract,  without regard to any
state's  laws  related to choice or  conflict of laws.  The Parties  irrevocably
agree and  consent to the  jurisdiction  of the courts of the States of Illinois
and the  federal  courts of the  United  States  sitting  in such  state for the
adjudication of any matters arising under, or in connection with, this Agreement
..

              9.8 WAIVER OF JURY TRIAL . THE PARTIES HEREBY IRREVOCABILITY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION,  PROCEEDING,  CLAIM,  OR
COUNTERCLAIM,  WHETHER AT LAW OR IN EQUITY, ARISING OUT OF, OR RELATING TO, THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

              9.9 Subsequent  Documentation . At any time, and from time to time
after the Closing Date, each of the Parties to this Agreement shall use its best
efforts  to  take  such  action  as may be  necessary,  or as may be  reasonably
requested by another Party to this  Agreement,  to carry out and  consummate the
transactions contemplated by this Agreement.

              9.10  Counterparts  . This Agreement may be executed in any number
of  counterparts  and by  different  Parties on separate  counterparts,  each of
which, when executed and delivered,  shall be deemed to be an original,  and all
of which, when taken together,  shall constitute but one and the same Agreement.
Delivery of an executed  counterpart of this Agreement by telefacsimile shall be
equally as effective  as delivery of an original  executed  counterpart  of this
Agreement.  Any Party  delivering an executed  counterpart  of this Agreement by
telefacsimile  also  shall  deliver an  original  executed  counterpart  of this
Agreement, but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.

              9.11  Interpretation . In this Agreement,  unless a clear contrary
intention appears:

              (a) the singular number includes the plural number and vice versa;

              (b) reference to any Person includes such Person's  successors and
assigns,  but,  if  applicable,  only if such  successors  and  assigns  are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;

              (c) reference to gender does not exclude the other gender;

              (d) reference to any agreement, document, or instrument means such
agreement,  document,  or  instrument  as amended or modified and in effect from
time to time in accordance with the terms thereof;

                                       37


              (e)   reference  to  any  Legal   Requirement   means  such  Legal
Requirement as amended, modified,  codified, replaced, or reenacted, in whole or
in part,  and in effect  from  time to time,  including  rules  and  regulations
promulgated  thereunder,  and reference to any section or other provision of any
Legal  Requirement  means that provision of such Legal  Requirement from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification, replacement, or reenactment of such section or other provision;

              (f) "hereunder,"  "hereof,"  "hereto," and words of similar import
shall  be  deemed  references  to  this  Agreement  as a  whole  and  not to any
particular Article, Section, or other provision hereof;

              (g) "including"  (and with  correlative  meaning  "include") means
including  without  limiting the  generality of any  description  preceding such
term;

              (h) "or" is used in the inclusive sense of "and/or";

              (i) with  respect  to the  determination  of any  period  of time,
"from" means "from and including" and "to" means "to but excluding"; and

              (j) references to documents,  instruments,  or agreements shall be
deemed  to refer as well to all  addenda,  exhibits,  schedules,  or  amendments
thereto.


         IN WITNESS WHEREOF,  Dauphin and GeoVax have executed,  or caused to be
executed by their duly authorized representatives, this Agreement as of the date
first above written.


DAUPHIN TECHNOLOGY, INC.,                GEOVAX, INC.,
An Illinois corporation                  A Georgia corporation

By: /s/ Andrew J. Kandalepas, President  By: /s/ Donald G. Hildebrand, CEO
                                         GEOVAX ACQUISITION CORP.,
                                         A Georgia corporation

                                         By: /s/ Andrew J. Kandalepas, President


                                       38


                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


         This First Amendment to Agreement and Plan of Merger  ("Amendment")  is
dated  June  29,  2006  by and  among  Dauphin  Technology,  Inc.,  an  Illinois
corporation  ("Dauphin"),  GeoVax Acquisition  Corp., a Georgia  corporation and
wholly-owned  subsidiary of Dauphin ("Merger  Subsidiary"),  and GeoVax, Inc., a
Georgia corporation ("GeoVax").

         WHEREAS, the parties to this Amendment entered into a certain Agreement
and Plan of Merger dated January 20, 2006 ("Merger Agreement"); and

         WHEREAS,  the  parties  to this  Amendment  desire to amend the  Merger
Agreement as hereinafter provided;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties to this Amendment agree as follows:

         1. All  capitalized  terms not defined herein shall have the respective
meanings assigned to them in the Merger Agreement.

         2. Section 1.4 (e) is hereby modified to read as follows:

              "(e) Immediately prior to Closing,  Dauphin will have no more than
         243,000,000  shares of Dauphin  common stock  outstanding.  Immediately
         prior to the Closing,  Dauphin will have Dauphin Convertible Securities
         issued and  outstanding  in an amount not  greater  than the amount set
         forth on Schedule 1.10.  Immediately  after the Closing,  there will be
         approximately   733,332,879   shares  of  Dauphin   Stock   issued  and
         outstanding,  not including  any shares  issued in connection  with the
         GeoVax's Convertible Securities or the Dauphin Convertible Securities."

         3. Section 1.10 is hereby modified to read as follows:

              "1.10  Dauphin  Securities  and  Dauphin  Convertible  Securities.
         Schedule 1.10 attached hereto describes all Dauphin  securities,  debts
         and other  interests that are to be converted into Dauphin Common Stock
         prior to or at the Closing.  Schedule  1.10 also  describes all Dauphin
         stock purchase  warrants (the "Dauphin  Convertible  Securities")  that
         will not be converted  prior to Closing but that will remain issued and
         outstanding according to their current terms and conditions.

              Notwithstanding anything else contained herein to the contrary, at
         the time of Closing,  exclusive of any Dauphin  securities to be issued
         in the Merger,  the number of shares of Dauphin  Common Stock shall not
         exceed  243,000,000  and the number of Dauphin  Convertible  Securities
         shall not exceed the amount set forth in Schedule 1.10."

         4.  Schedule  1.10 is deleted and replaced  with the attached  Schedule
1.10.




         5. Section 6.1 (b) is hereby modified to read as follows:

              "(b) As a condition to the  execution of this  Amendment,  Dauphin
         shall pay to GeoVax no less than $2,000,000 in net cash proceeds,  free
         and clear of any  Encumbrance,  resulting  from a private  placement of
         Dauphin's common stock or convertible notes, occurring at, or prior to,
         the Closing, as a non-refundable  deposit in furtherance of the Closing
         of  the  transaction  described  herein  and  in  satisfaction  of  the
         condition to raise any  additional  net cash proceeds from such private
         placement.  Notwithstanding  the foregoing,  Dauphin shall use its best
         efforts to raise an additional  $11,000,000 in net cash proceeds,  free
         and clear of any  Encumbrance,  resulting  from a private  placement of
         Dauphin's common stock or convertible notes, occurring at, or prior to,
         or within ninety (90) days  following  the Closing.  At any time at, or
         within ninety (90) days  following  the Closing,  Dauphin shall provide
         GeoVax  with new  signature  cards  provided by the bank where any such
         additional  funds are deposited  naming one or more designees of GeoVax
         to be the new  signatories  with  full  power  of  disposition  of such
         account from and after the Closing."


         6. Section 8.1 (a) (3) is modified to read as follows:

              "(3) if the  Closing  Conditions  have not been  satisfied  by the
         close of business on September 1, 2006;"

         7. Section 8.1 (b) (3) is modified to read as follows:

              "(3) if the  Closing  Conditions  have not been  satisfied  by the
         close of business on September 1, 2006;"

         8. This  Amendment  shall be  effective  upon  GeoVax's  receipt of the
payment  referenced in Section 5 hereof.  Except as amended  hereby,  the Merger
Agreement shall continue in full force and effect in accordance with its terms.



         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date set forth above.

Dauphin Technology, Inc.,                   GeoVax, Inc.,
an Illinois corporation                     a Georgia corporation

By: /s/ Andrew J. Kandalepas
----------------------------
President and Chief
Executive Officer
                                             By: /s/ Donald Hildebrand
                                                ----------------------
                                             President and Chief Executive
                                             Officer
GeoVax Acquisition Corp.,
a Georgia corporation

By: /s/ Andrew J. Kandalepas
----------------------------
President and Chief Executive Officer




           Annex B Articles of Amendment to Articles of Incorporation
          -----------------------------------------------------------

FORM BCA 10.30 (rev. Dec. 2003)
ARTICLES OF AMENDMENT
Business Corporation Act

Secretary of State
Department of Business Services
Springfield, IL 62756
217-782-1832
www.cyberdriveillinois.com

Remit payment in the form of a
check or money order payable
to Secretary of State.


_________________File#   5636-672-5     Filing Fee: $50 Approved:________

          -Submit in duplicate---Type or Print clearly in black ink--
                         Do not write above this line--


1.       Corporate Name (see Note 1 on page 4.): Dauphin Technology, Inc.

2.       Manner of Adoption of Amendment: The following amendment to the
         Articles of Incorporation was adopted on 2006 in the manner indicated
         below.

         Mark and "X" in one box only.

         []   By a majority of the incorporators, provided no directors were
              named in the Articles of Incorporation and no directors have been
              elected. (See Note 2 on page 4.)

         []   By a majority of the board of directors, in accordance with
              Section 10.10, the Corporation having issued no shares as of time
              of adoption of this amendment. (See Note 2 on page 4.)

         []   By a majority of the board of directors, in accordance with
              Section 10.15, shares having been issued but shareholder action
              not being required for the adoption of the amendment. (See Note 3
              on page 4.)

         []   By the shareholders, in accordance with Section 10.20, a
              resolution of the board of directors having been duly adopted and
              submitted to the shareholders. At a meeting of shareholders, not
              less than the minimum number of votes required by statute and by
              the articles of incorporation were voted in favor of the
              amendment. (See Note 4 on page 4.)

         [X]  By shareholders, in accordance with Sections 10.20 and 7.10, a
              resolution of the board of directors having been duly adopted and
              submitted to the shareholders. Consent in writing has been signed
              by shareholders having not less than the minimum number of votes
              required by statute and by the articles of Incorporation.
              Shareholders who have not consented in writing have been given
              notice in accordance with Section 7.10. (See Notes 4 and 5 on Page
              4).




         []   By the shareholders, in accordance with Section 10.20, a
              resolution of the board of directors having been duly adopted and
              submitted to the shareholders. A consent in writing has been
              signed by all the shareholders entitled to vote on this amendment.
              (See Note 5 on page 4.)

3.       Text of Amendment:

         a.   When amendment effects a name change, insert the New Corporate
              Name below. Use page 2 for all other amendments.

                  Article I:      Name of the Corporation:     GeoVax Labs, Inc.
                                                               -----------------
                                                                     New Name

                                Text of Amendment

         b.   If amendment affects the corporate purpose, the amended purpose is
              required to be set forth in its entirety.

         The  number of authorized shares of $0.001 par value common stock is
         850,000,000 shares.


4.       The manner, if not set forth in Article 3b, in which any exchange,
         reclassification or cancellation of issued shares, or a reduction of
         the number of authorized shares of any class below the number of issued
         shares of that class, provided for or effected by this amendment, is as
         follows (if not applicable, insert "No change"):

 5.      a. The manner, if not set forth in Article 3b, in which said
              amendment effects a change in the amount of paid-in capital is as
              follows (if not applicable, insert "No change"): (Paid-in capital
              replaces the terms Stated Capital and Paid-in Surplus and is equal
              to the total of these accounts.)

         b.   The amount of paid-in capital as changed by this amendment is as
              follows) if not applicable, insert "No change"): (Paid-in Capital
              replaces the terms Stated Capital and Paid-in Surplus and is equal
              to the total of these accounts.) (See Note 6 on page 4.)


                                  Before Amendment         After Amendment
                Paid-in capital:     $ 65,117,942           $ 65,117,942
                                     ------------           ------------

Complete either item 6 or item 7 below. All signatures must be in BLACK INK.

                                       2


6.       The undersigned Corporation has caused this statement to be signed by a
         duly authorized officer who affirms, under penalties of perjury, the
         facts stated herein are true and correct.

Dated:                                  2006          Dauphin Technology, Inc.
                                        ----          -------------------------
                    Month & Day         Year          Exact Name of Corporation

__________________________________
Any Authorized Officer's Signature

Andrew J. Kandalepas, CEO
-------------------------
Name and Title (type or print)

7.       If amendment is authorized pursuant to Section 10.10 by the
         incorporators, the incorporators must sign below, and type or print
         name and title.

         OR

         If amendment is authorized by the directors pursuant to Section 10.10
         and there are no officers, a majority of the directors, or such
         directors as may be designated by the board, must sign below, and type
         or print name and title.

         The undersigned affirms, under penalties of perjury, that the facts
         stated herein are true and correct.

         Dated _________________, ______
                  Month & Day             Year

         ________________________________    ____________________________

         ________________________________    ____________________________

         ________________________________    ____________________________

         ________________________________    ____________________________




                                       3


                             NOTES AND INSTRUCTIONS

1.       State the true and exact corporate name as it appears on the records of
         the  Office of the  Secretary  of State  BEFORE any  amendments  herein
         reported.

2.       Incorporators  are permitted to adopt amendments ONLY before any shares
         have been issued and before any  directors  have been named or elected.
         (ss.10.10)

3.       Directors may adopt  amendments  without  shareholder  approval in only
         seven instances, as follows:

         a.   To remove  the  names  and  addresses  of  directors  named in the
              Articles of Incorporation.

         b.   To remove the name and address of the initial registered agent and
              registered  office,  provided a statement pursuant to 5.10 is also
              filed

         c.   To increase,  decrease,  create or eliminate  the par value of the
              shares  of any  class,  so long as no class or series of shares is
              adversely affected.

         d.   To split the issued whole shares and unissued authorization shares
              by  multiplying  them by a whole  number,  so long as no  class or
              series is adversely affected thereby.

         e.   To  change   the   corporate   name  by   substituting   the  word
              "corporation",   "incorporated",   "company",   "limited"  or  the
              abbreviation  "corp.," "inc.," "co.," or "ltd." For a similar word
              or   abbreviation  in  the  name,  or  by  adding  a  geographical
              attribution to the name.

         f.   To  reduce  the  authorized  shares  of any  class  pursuant  to a
              cancellation statement filed in accordance with 9.05.

         g.   To reinstate the Articles of Incorporation  as currently  amended.
              (ss.10.15)


4.       All  amendments  not adopted  under 10.10 or 10.15 require (1) that the
         board of  directors  adopt a  resolution  setting  forth  the  proposed
         amendment and (2) that the shareholders approve the amendment.

         Shareholder  approval  may be (1) by  vote at a  shareholders'  meeting
         9either  annual or special) or (2) by  consent,  in writing,  without a
         meeting.

         To be adopted,  the  amendment  must  receive the  affirmative  vote or
         consent of the holders of at least two-thirds of the outstanding shares
         entitled to vote on the amendment  (but if class voting  applies,  then
         also at least a two-thirds vote within each class is required).

         The  Articles  of  incorporation  may  supersede  the  two-thirds  vote
         requirement  by specifying any smaller or larger vote  requirement  not
         less than a majority of the outstanding shares entitled to vote and not
         less than a majority  within  each class  when  class  voting  applies.
         (ss.10.20)

                                       4


         5. When shareholder  approval is by consent,  all shareholders  must be
         given  notice of the  proposed  amendment at least five days before the
         consent is signed.  If the amendment is adopted,  shareholders who have
         not signed the consent must be promptly  notified of the passage of the
         amendment. (ss.7.10 & 10.20)

         6. In the event of an increase in paid-in capital, the corporation must
         pay all applicable franchise taxes,  penalties and interest before this
         document can be accepted for filing.



                                       5





                       Annex C 2006 Equity Incentive Plan
                       ----------------------------------

                               GEOVAX LABS, INC.

                       (formerly Dauphin Technology, Inc.)

                                 2006 STOCK PLAN

                           As Adopted January 20, 2006

            This Plan will become effective only upon the closing of
         the reverse merger transaction between Dauphin Technology, Inc.
             and GeoVax, Inc. contemplated by that certain Agreement
         and Plan of Merger, dated as of January 20, 2006, as amended.


1.       PURPOSE.

         The purpose of this Plan is to provide incentives to attract, retain
and motivate eligible persons whose present and potential contributions are
important to the success of the Company, and its Parent and Subsidiaries (if
any), by offering them an opportunity to participate in the Company's future
performance through awards of Options, the right to purchase Common Stock and
Stock Bonuses. Capitalized terms not defined in the text are defined in Section
2.

2.       DEFINITIONS.

         As used in this Plan, the following terms will have the following
meanings:

         "AWARD" means any award under this Plan, including any Option, Stock
Award or Stock Bonus.

         "AWARD AGREEMENT" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means any cause, as defined by applicable law, for the
termination of a Participant's employment with the Company or a Parent or
Subsidiary of the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMPANY" means GeoVax Labs, Inc. (formerly Dauphin Technology, Inc.),
an Illinois corporation, or any successor corporation.

         "COMMITTEE" means that committee appointed by the Board of Directors to
administer and interpret the Plan as more particularly described in Section 5 of
the Plan; provided, however, that the term Committee will refer to the Board of
Directors during such times as no Committee is appointed by the Board of
Directors.

         "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.


                                       1


         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

         "FAIR MARKET VALUE" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

              (a) if such Common Stock is publicly traded and is then listed on
         a national securities exchange, its closing price on the date of
         determination on the principal national securities exchange on which
         the Common Stock is listed or admitted to trading;

              (b) if such Common Stock is quoted on the NASDAQ National Market
         or the NASDAQ SmallCap Market, its closing price on the NASDAQ National
         Market or the NASDAQ SmallCap Market, respectively, on the date of
         determination;

              (c) if neither of the foregoing is applicable, by the Committee in
         good faith.

         "INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

         "OPTION" means an award of an option to purchase Shares pursuant to
Section 6.

         "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

         "PARTICIPANT" means a person who receives an Award under this Plan.

         "PERFORMANCE FACTORS" means the factors selected by the Committee, in
its sole and absolute discretion, from among the following measures to determine
whether the performance goals applicable to Awards have been satisfied:

              (a) Net revenue and/or net revenue growth;

              (b) Earnings before income taxes and amortization and/or earnings
         before income taxes and amortization growth;

              (c) Operating income and/or operating income growth;

              (d) Net income and/or net income growth;

              (e) Earnings per share and/or earnings per share growth;

              (f) Total stockholder return and/or total stockholder return
         growth;

              (g) Return on equity;

              (h) Operating cash flow return on income;

                                       2


              (i) Adjusted operating cash flow return on income;

              (j) Economic value added; and

              (k) Individual business objectives.

         "PERFORMANCE PERIOD" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Stock Awards or Stock Bonuses, if such Awards
are restricted.

         "PLAN" means this GeoVax Labs, Inc. 2006 Stock Plan, as amended from
time to time.


         "PURCHASE PRICE" means the price at which the Participant of a Stock
Award may purchase the Shares.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHARES" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 3 and 19, and any
successor security.

         "STOCK AWARD" means an award of Shares pursuant to Section 7.

         "STOCK BONUS" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 8.

         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

         "TERMINATION" or "TERMINATED" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director, consultant, independent
contractor or advisor to the Company or a Parent or Subsidiary of the Company.
An employee will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Company, provided that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute or unless provided otherwise pursuant to a
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing. In the case of any employee on an approved
leave of absence, the Committee may make such provisions respecting suspension
of vesting of the Award while on leave from the employ of the Company or a
Subsidiary as it may deem appropriate, except that in no event may an Option be
exercised after the expiration of the term set forth in the Option agreement.
The Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "Termination Date").

3.       SHARES SUBJECT TO THE PLAN.

                                       3


         3.1 Number of Shares Available. Subject to Sections 3.2 and 19, the
total aggregate number of Shares reserved and available for grant and issuance
pursuant to this Plan, shall be 36,000,000 Shares and will include Shares that
are subject to: (a) issuance upon exercise of an Option but cease to be subject
to such Option for any reason other than exercise of such Option; (b) an Award
granted hereunder but forfeited or repurchased by the Company at the original
issue price; and (c) an Award that otherwise terminates without Shares being
issued. At all times the Company shall reserve and keep available a sufficient
number of Shares as shall be required to satisfy the requirements of all
outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

         3.2 Adjustment of Shares. In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Committee.

4.       ELIGIBILITY.

         ISOs (as defined in Section 6 below) may be granted only to employees
(including officers and directors who are also employees) of the Company or of a
Parent or Subsidiary of the Company. All other Awards may be granted to
employees, officers, directors, consultants, independent contractors and
advisors of the Company or any Parent or Subsidiary of the Company, provided
such consultants, independent contractors and advisors render bona-fide services
not in connection with the offer and sale of securities in a capital-raising
transaction or promotion of the Company's securities. A person may be granted
more than one Award under this Plan.

5.       ADMINISTRATION.

         5.1 Committee.

              (a) The Plan shall be administered and interpreted by a committee
         consisting of two (2) or more members of the Board.

              (b) Members of the Committee may resign at any time by delivering
         written notice to the Board. The Board shall fill vacancies in the
         Committee. The Committee shall act by a majority of its members in
         office. The Committee may act either by vote at a meeting or by a
         memorandum or other written instrument signed by a majority of the
         Committee.

              (c) If the Board, in its discretion, does not appoint a Committee,
         the Board itself will administer and interpret the Plan and take such
         other actions as the Committee is authorized to take hereunder;
         provided that the Board may take such actions hereunder in the same
         manner as the Board may take other actions under the Certificate of
         Incorporation and bylaws of the Company generally.

                                       4


         5.2 Committee Authority. Without limitation, the Committee will have
the authority to:

              (a) construe and interpret this Plan, any Award Agreement and any
         other agreement or document executed pursuant to this Plan;

              (b) prescribe, amend and rescind rules and regulations relating to
         this Plan or any Award;

              (c) select persons to receive Awards;

              (d) determine the form and terms of Awards;

              (e) determine the number of Shares or other consideration subject
         to Awards;

              (f) determine whether Awards will be granted singly, in
         combination with, in tandem with, in replacement of, or as alternatives
         to, other Awards under this Plan or any other incentive or compensation
         plan of the Company or any Parent or Subsidiary of the Company;

              (g) grant waivers of Plan or Award conditions;

              (h) determine the vesting, exercisability and payment of Awards;

              (i) correct any defect, supply any omission or reconcile any
         inconsistency in this Plan, any Award or any Award Agreement;

              (j) determine whether an Award has been earned; and

              (k) make all other determinations necessary or advisable for the
         administration of this Plan.

         5.3 Committee Discretion. Any determination made by the Committee with
respect to any Award will be made at the time of grant of the Award or, unless
in contravention of any express term of this Plan or Award, at any later time,
and such determination will be final and binding on the Company and on all
persons having an interest in any Award under this Plan. The Committee may
delegate to one or more officers of the Company the authority to grant an Award
under this Plan to Participants who are not Insiders of the Company. No member
of the Committee shall be personally liable for any action taken or decision
made in good faith relating to this Plan, and all members of the Committee shall
be fully protected and indemnified to the fullest extent permitted under
applicable law by the Company in respect to any such action, determination, or
interpretation.

6.       OPTIONS.

         The Committee may grant Options to eligible persons and will determine
whether such Options will be Incentive Stock Options within the meaning of the
Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which
the Option may be exercised, and all other terms and conditions of the Option,
subject to the following:

                                       5


         6.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement which will expressly identify the Option as an
ISO or an NQSO (hereinafter referred to as the "Stock Option Agreement"), and
will be in such form and contain such provisions (which need not be the same for
each Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.

         6.2 Date of Grant. The date of grant of an Option will be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

         6.3 Exercise Period. Options may be exercisable within the times or
upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted. The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines, provided, however, that in all events a Participant will be entitled
to exercise an Option at the rate of at least 20% per year over five years from
the date of grant, subject to reasonable conditions such as continued
employment; and further provided that an Option granted to a Participant who is
an officer or director may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period
established by the Company.

         6.4 Exercise Price. The Exercise Price of an Option will be determined
by the Committee when the Option is granted and may be not less than 85% of the
Fair Market Value of the Shares on the date of grant; provided that: (a) the
Exercise Price of an ISO will be not less than 100% of the Fair Market Value of
the Shares on the date of grant; and (b) the Exercise Price of any Option
granted to a Ten Percent Stockholder will not be less than 110% of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 9 of this Plan.

         6.5 Method of Exercise. Options may be exercised only by delivery to
the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee, (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding the Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws,
together with payment in full of the Exercise Price for the number of Shares
being purchased.

         6.6 Termination. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option will always be subject to the
following:

                                       6


         (a) If the Participant's service is Terminated for any reason except
death or Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been exercisable upon
the Termination Date no later than three (3) months after the Termination Date
(or such longer time period not exceeding five (5) years as may be determined by
the Committee, with any exercise beyond three (3) months after the Termination
Date deemed to be an NQSO).

         (b) If the Participant's service is Terminated because of the
Participant's death or Disability (or the Participant dies within three (3)
months after a Termination other than for Cause or because of Participant's
Disability), then the Participant's Options may be exercised only to the extent
that such Options would have been exercisable by the Participant on the
Termination Date and must be exercised by the Participant (or the Participant's
legal representative) no later than twelve (12) months after the Termination
Date (or such longer time period not exceeding five (5) years as may be
determined by the Committee, with any such exercise beyond (i) three (3) months
after the Termination Date when the Termination is for any reason other than the
Participant's death or Disability, or (ii) twelve (12) months after the
Termination Date when the Termination is for Participant's death or Disability,
deemed to be an NQSO).

         (c) Notwithstanding the provisions in paragraph 6.6(a) above, if the
Participant's service is Terminated for Cause, neither the Participant, the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
Termination, whether or not after Termination the Participant may receive
payment from the Company or a Subsidiary for vacation pay, for services rendered
prior to Termination, for services rendered for the day on which Termination
occurs, for salary in lieu of notice, or for any other benefits. For the purpose
of this paragraph, Termination shall be deemed to occur on the date when the
Company dispatches notice or advice to the Participant that his service is
Terminated.

         6.7 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent the Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

         6.8 Limitations on ISO. The aggregate Fair Market Value (determined as
of the date of grant) of Shares with respect to which ISO are exercisable for
the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company, Parent or Subsidiary
of the Company) will not exceed $100,000. If the Fair Market Value of Shares on
the date of grant with respect to which ISO are exercisable for the first time
by a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

         6.9 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefore, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)

                                       7


of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 6.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

         6.10 No Disqualification. Notwithstanding any other provision in this
Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

7.       STOCK AWARD.

         A Stock Award is an offer by the Company to sell to an eligible person
Shares that may or may not be subject to restrictions. The Committee will
determine to whom an offer will be made, the number of Shares the person may
purchase, the price to be paid (the "Purchase Price"), the restrictions to which
the Shares will be subject, if any, and all other terms and conditions of the
Stock Award, subject to the following:

         7.1 Form of Stock Award. All purchases under a Stock Award made
pursuant to this Plan will be evidenced by an Award Agreement (the "Stock
Purchase Agreement") that will be in such form (which need not be the same for
each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. The offer
of a Stock Award will be accepted by the Participant's execution and delivery of
the Stock Purchase Agreement and payment for the Shares to the Company in
accordance with the Stock Purchase Agreement.

         7.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
Stock Award will be determined by the Committee on the date the Stock Award is
granted and may not be less than 85% of the Fair Market Value of the Shares on
the grant date, except in the case of a sale to a Ten Percent Stockholder, in
which case the Purchase Price will be 100% of the Fair Market Value. Payment of
the Purchase Price must be made in accordance with Section 9 of this Plan.

         7.3 Terms of Stock Awards. Stock Awards may be subject to such
restrictions as the Committee may impose. These restrictions may be based upon
completion of a specified number of years of service with the Company or upon
completion of the performance goals as set out in advance in the Participant's
individual Stock Purchase Agreement. Stock Awards may vary from Participant to
Participant and between groups of Participants. Prior to the grant of a Stock
Award subject to restrictions, the Committee shall: (a) determine the nature,
length and starting date of any Performance Period for the Stock Award; (b)
select from among the Performance Factors to be used to measure performance
goals, if any; and (c) determine the number of Shares that may be awarded to the
Participant. Prior to the transfer of any Stock Award, the Committee shall
determine the extent to which such Stock Award has been earned. Performance
Periods may overlap and Participants may participate simultaneously with respect
to Stock Awards that are subject to different Performance Periods and have
different performance goals and other criteria.

         7.4 Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect

                                       8


to the Stock Award only to the extent earned as of the date of Termination in
accordance with the Stock Purchase Agreement, unless the Committee determines
otherwise.

8.       STOCK BONUSES.

         8.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares for
extraordinary services rendered to the Company or any Parent or Subsidiary of
the Company. A Stock Bonus will be awarded pursuant to an Award Agreement (the
"Stock Bonus Agreement") that will be in such form (which need not be the same
for each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. A Stock
Bonus may be awarded upon satisfaction of such performance goals as are set out
in advance in the Participant's individual Award Agreement (the "Performance
Stock Bonus Agreement") that will be in such form (which need not be the same
for each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. Stock
Bonuses may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Parent or
Subsidiary and/or individual performance factors or upon such other criteria as
the Committee may determine.

         8.2 Terms of Stock Bonuses. The Committee will determine the number of
Shares to be awarded to the Participant. If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will: (a) determine the nature, length and
starting date of any Performance Period for each Stock Bonus; (b) select from
among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior
to the payment of any Stock Bonus, the Committee shall determine the extent to
which such Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock Bonuses that
are subject to different Performance Periods and different performance goals and
other criteria. The number of Shares may be fixed or may vary in accordance with
such performance goals and criteria as may be determined by the Committee. The
Committee may adjust the performance goals applicable to the Stock Bonuses to
take into account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.

         8.3 Form of Payment. The earned portion of a Stock Bonus may be paid to
the Participant by the Company either currently or on a deferred basis, with
such interest or dividend equivalent, if any, as the Committee may determine.
Payment of an interest or dividend equivalent (if any) may be made in the form
of cash or whole Shares or a combination thereof, either in a lump sum payment
or in installments, all as the Committee will determine.

9.       PAYMENT FOR SHARE PURCHASES.

         Payment for Shares purchased pursuant to this Plan may be made in cash
(by check) or, where expressly approved for the Participant by the Committee and
where permitted by law:

         (a) by cancellation of indebtedness of the Company to the Participant;

         (b) by surrender of shares that either: (1) have been owned by the
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144; or (2) were obtained by the Participant in the public
market;

                                       9


         (c) by waiver of compensation due or accrued to the Participant for
services rendered;

         (d) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock exists:

              (1) through a "same day sale" commitment from the Participant and
         a broker-dealer that is a member of the National Association of
         Securities Dealers (an "NASD Dealer") whereby the Participant
         irrevocably elects to exercise the Option and to sell a portion of the
         Shares so purchased to pay for the Exercise Price, and whereby the NASD
         Dealer irrevocably commits upon receipt of such Shares to forward the
         Exercise Price directly to the Company; or

              (2) through a "margin" commitment from the Participant and a NASD
         Dealer whereby the Participant irrevocably elects to exercise the
         Option and to pledge the Shares so purchased to the NASD Dealer in a
         margin account as security for a loan from the NASD Dealer in the
         amount of the Exercise Price, and whereby the NASD Dealer irrevocably
         commits upon receipt of such Shares to forward the Exercise Price
         directly to the Company; or

         (f) by any combination of the foregoing.

10.      WITHHOLDING TAXES.

         10.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

         10.2 Stock Withholding. When, under applicable tax laws, a participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose will be made in accordance with the requirements established by the
Committee and will be in writing in a form acceptable to the Committee.

11.      PRIVILEGES OF STOCK OWNERSHIP.

         11.1 Voting and Dividends. No Participant will have any of the rights
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and will have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are issued pursuant to a Stock Award with restrictions, then any new,
additional or different securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same restrictions as the Stock Award; provided, further, that the
Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant's
Purchase Price or Exercise Price pursuant to Section 13.

                                       10


         11.2 Financial Statements. The Company will provide financial
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

12.      NON-TRANSFERABILITY.

         Awards of Shares granted under this Plan, and any interest therein,
will not be transferable or assignable by the Participant, and may not be made
subject to execution, attachment or similar process, other than by will or by
the laws of descent and distribution. Awards of Options granted under this Plan,
and any interest therein, will not be transferable or assignable by the
Participant, and may not be made subject to execution, attachment or similar
process, other than by will or by the laws of descent and distribution, by
instrument to an inter vivos or testamentary trust in which the options are to
be passed to beneficiaries upon the death of the trustor, or by gift to
"immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e). During the
lifetime of the Participant an Award will be exercisable only by the
Participant. During the lifetime of the Participant, any elections with respect
to an Award may be made only by the Participant unless otherwise determined by
the Committee and set forth in the Award Agreement with respect to Awards that
are not ISOs.

13.      REPURCHASE RIGHTS.

         At the discretion of the Committee, the Company may reserve to itself
and/or its assignee(s) in the Award Agreement a right to repurchase a portion of
or all of the unvested Shares held by a Participant following such Participant's
Termination Date. Such repurchase by the Company shall be for cash and/or
cancellation of purchase money indebtedness and the price per share shall be the
Participant's Exercise Price or Purchase Price, as applicable.

14.      CERTIFICATES.

         All certificates for Shares or other securities delivered under this
Plan will be subject to such stop transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

15.      ESCROW; PLEDGE OF SHARES.

         To enforce any restrictions on a Participant's Shares, the Committee
may require the Participant to deposit all certificates representing Shares,
together with stock powers or other instruments of transfer approved by the
Committee appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.

16.      EXCHANGE AND BUYOUT OF AWARDS.

                                       11


         The Committee may, at any time or from time to time, authorize the
Company, with the consent of the respective Participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards.
The Committee may at any time buy from a Participant an Award previously granted
with payment in cash, Shares or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.

17.      SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

         An Award will not be effective unless such Award is in compliance with
all applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are
in effect on the date of grant of the Award and also on the date of exercise or
other issuance. Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for Shares under this
Plan prior to: (a) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company will have no liability for any
inability or failure to do so.

18.      NO OBLIGATION TO EMPLOY.

         Nothing in this Plan or any Award granted under this Plan will confer
or be deemed to confer on any Participant any right to continue in the employ
of, or to continue any other relationship with, the Company or any Parent or
Subsidiary of the Company or limit in any way the right of the Company or any
Parent or Subsidiary of the Company to terminate Participant's employment or
other relationship at any time, with or without cause.

19.      CORPORATE TRANSACTIONS.

         19.1 Assumption or Replacement of Awards by Successor. In the event of
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares or the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as

                                       12


provided above, pursuant to a transaction described in this Subsection 19.1, (i)
the vesting of any or all Awards granted pursuant to this Plan will accelerate
upon a transaction described in this Section 19 and (ii) any or all Options
granted pursuant to this Plan will become exercisable in full prior to the
consummation of such event at such time and on such conditions as the Committee
determines. If such Options are not exercised prior to the consummation of the
corporate transaction, they shall terminate at such time as determined by the
Committee.

         19.2 Other Treatment of Awards. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 19, in the event
of the occurrence of any transaction described in Section 19.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

         19.3 Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

20.      ADOPTION AND STOCKHOLDER APPROVAL.

         This Plan will become effective on the date on which it is adopted by
the Board (the "Effective Date"). Upon the Effective Date, the Committee may
grant Awards pursuant to this Plan. The Company intends to seek stockholder
approval of the Plan within twelve (12) months after the date this Plan is
adopted by the Board; provided, however, if the Company fails to obtain
stockholder approval of the Plan during such 12-month period, pursuant to
Section 422 of the Code, any Option granted as an ISO at any time under the Plan
will not qualify as an ISO within the meaning of the Code and will be deemed to
be an NQSO.

21.      TERM OF PLAN/GOVERNING LAW.

         Unless earlier terminated as provided herein, this Plan will terminate
ten (10) years from the date this Plan is adopted by the Board or, if earlier,
the date of stockholder approval. This Plan and all agreements thereunder shall
be governed by and construed in accordance with the laws of the State of
Georgia.

22.      AMENDMENT OR TERMINATION OF PLAN.

         The Board may at any time terminate or amend this Plan in any respect,
including without limitation amendment of any form of Award Agreement or
instrument to be executed pursuant to this Plan; provided, however, that the
Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval.

                                       13


23.      NONEXCLUSIVITY OF THE PLAN.

         Neither the adoption of this Plan by the Board, the submission of this
Plan to the stockholders of the Company for approval, nor any provision of this
Plan will be construed as creating any limitations on the power of the Board to
adopt such additional compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock options and bonuses
otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

24.      ACTION BY COMMITTEE.

         Any action permitted or required to be taken by the Committee or any
decision or determination permitted or required to be made by the Committee
pursuant to this Plan shall be taken or made in the Committee's sole and
absolute discretion.

                                       14



                              Financial Statements
                              --------------------

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm......................F-2

Report of Predecessor Independent Registered Public Accounting Firm..........F-3

Consolidated Balance Sheets - December 31, 2005 and 2004.....................F-4

Consolidated Statements of Operations for the
years ended December 31, 2005, 2004, 2003, and cumulative amounts............F-5

Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2003, 2004 and 2005.................................F-6
Consolidated Statements of Cash Flows for the
years ended December 31, 2005, 2004, 2003, and cumulative amounts............F-7

Notes to Consolidated Financial Statements...................................F-8

                                      F-1


                        REPORT OF INDEPENDENT REGISTERED

                             PUBLIC ACCOUNTING FIRM




To the Board of Directors and Shareholders of
Dauphin Technology, Inc.


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Dauphin
Technology,  Inc. (a development  stage company) (the  "Company") as of December
31, 2005,  and the related  consolidated  statements of  operations,  changes in
shareholders'  equity (deficit),  and cash flows for the year ended December 31,
2005, and for the period of time considered  part of the development  stage from
January 1, 2004 to  December  31,  2005,  except we did not audit the  Company's
financial  statements  for the period from  January 1, 2004 to December 31, 2004
which were audited by other  auditors,  whose report dated  November 11, 2005 on
those  financial  statements  included an  explanatory  paragraph that expressed
substantial  doubt about the Company's  ability to continue as a going  concern.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2005 consolidated  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of Dauphin
Technology,  Inc. as of December 31, 2005,  and the results of their  operations
and their cash flows for the year ended  December  31, 2005 in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company is in the development stage and
has no  operations.  The Company has had recurring  losses,  negative cash flows
from operations and has discontinued substantially all of its operations.  These
factors  raise  substantial  doubt  about its  ability  to  continue  as a going
concern.  Management's  plans regarding those matters also are described in Note
2. The  consolidated  financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.

Porter Keadle Moore, LLP


Atlanta, Georgia
June 5, 2006


                                      F-2




                        REPORT OF INDEPENDENT REGISTERED

                             PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of
Dauphin Technology, Inc.


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Dauphin
Technology, Inc. ("Company" "development stage company") as of December 31, 2004
and the related consolidated statements of operations, shareholders' deficit and
cash flows for the year ended December 31, 2004 and 2003, and cumulative amounts
since  January  1,  2004  (date of  commencement  of the  development  stage) to
December  31,   2004.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Dauphin Technology,
Inc. as of December 31, 2004 and the results of their  operations and cash flows
for the years ended  December 31, 2004 and 2003,  and  cumulative  amounts since
January 1, 2004 (date of commencement of the development  stage) to December 31,
2004 in conformity with U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the  Company  has  had  recurring  losses,
negative cash flows from operations and has  discontinued  substantially  all of
its  operations.  These  factors  raise  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/TANNER LC


Salt Lake City, Utah
November 11, 2005


                                      F-3


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2005 and 2004
--------------------------------------------------------------------------------
                                     ASSETS
                                                   2005                2004
                                              --------------     ---------------
CURRENT ASSETS:
  Cash                                        $       78,381     $        7,829
  Prepaid expenses                                         -              2,500
  Assets from discontinued operations                      -              8,832
                                              --------------     ---------------

       Total assets                           $       78,381     $       19,161
                                              --------------     ---------------



                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                            $      196,813     $       68,602
  Accrued expenses                                   320,609            323,838
  Short-term borrowings                               50,000            200,000
  Current portion of long-term debt                   13,515             13,515
  Derivative liability                             1,231,158            760,565
  Convertible debentures                             950,000            950,000
  Convertible loans                                3,031,478                  -
  Liabilities from discontinued operations                 -            243,748
                                              --------------     ---------------

       Total current liabilities                   5,793,573          2,560,268

CONVERTIBLE LOANS                                          -          2,405,078
                                              --------------     ---------------

       Total liabilities                      $    5,793,573     $    4,965,346
                                              --------------     ---------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
  Preferred stock, $0.01 par value,
    10,000,000 shares authorized;
    10,000,000 shares issued and
    outstanding at December 31, 2005                 100,000                  -
  Common stock, $0.001 par value,
    100,000,000 shares authorized;
    99,569,028 shares issued and
    outstanding at December 31, 2005
    and 98,501,688 shares issued and
    outstanding at December 31, 2004                  99,569             98,502
  Additional paid-in capital                      65,619,652         65,081,192
  Accumulated deficit                            (71,534,413)       (70,125,879)
                                              --------------     ---------------
      Total shareholders' deficit                 (5,715,192)        (4,946,185)
                                              --------------     ---------------
       Total liabilities and
          shareholders' deficit               $       78,381     $       19,161
                                              --------------     ---------------



              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-4




                                Dauphin Technology, Inc.
                              (A Development Stage Company)
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                  For the years ended December 31, 2005, 2004 and 2003
-----------------------------------------------------------------------------------------------------------------------------------



                                                                                                      Cumulative amounts
                                                                                                       since becoming a
                                                                                                       development stage
                                                            2005           2004              2003         company
                                                                                           
NET SALES                                            $           -   $            -   $           -    $             -

COST OF SALES                                                    -                -               -                  -
                                                     -------------   --------------   -------------    ---------------
        Gross  profit                                            -                -               -                  -

GENERAL AND ADMINISTRATIVE EXPENSES
                                                           875,811        1,548,900         676,643          2,424,711
                                                     -------------   --------------   -------------    ---------------
        Loss from operations                              (875,811)      (1,548,900)       (676,643)        (2,424,711)
Derivative (loss) gain                                    (470,593)         227,197         496,375           (243,396)
INTEREST EXPENSE                                           (62,130)        (337,238)       (554,891)          (399,368)
                                                     -------------   --------------   --------------   ---------------
        Net loss from continuing operations             (1,408,534)      (1,658,941)       (735,159)        (3,067,475)

DISCONTINUED OPERATIONS
     Loss from discontinued operations                           -         (548,865)     (1,115,496)          (548,865)
     Loss from sale of discontinued assets                       -                -      (1,226,425)                 -
                                                     -------------   --------------   --------------   ---------------
                                                                 -         (548,865)     (2,341,921)          (548,865)
                                                     -------------   --------------   --------------   ---------------

             Net loss                                $  (1,408,534)  $   (2,207,806)  $  (3,077,080)   $    (3,616,340)
                                                     =============   ==============   =============    ===============

LOSS PER SHARE:
Continuing Operations                                $       (0.01)  $        (0.02)  $       (0.01)   $         (0.03)
Discontinued Operations                                       0.00             0.00           (0.03)             (0.00)
                                                     -------------   --------------   --------------   ---------------
  Total  Basic and Diluted                           $       (0.01)  $        (0.02)  $       (0.04)   $         (0.03)
                                                     =============   ==============   =============    ===============

Weighted average number of shares of common stock
outstanding
               Basic                                    99,266,000       96,794,000      81,041,000         98,030,000

               Diluted                                  99,266,000       96,794,000      81,041,000         98,030,000


 The accompanying notes are an integral part of these consolidated financial statements.



                                      F-5




                                      Dauphin Technology, Inc.
                                    (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                        For the years ended December 31, 2005, 2004 and 2003

                                            Preferred
                                              Stock               Common Stock          Paid-in       Accumulated
                                         Shares    Amount      Shares      Amount        Capital         Deficit         Total
                                     ----------  --------- ------------   --------- -------------- ---------------    ------------
                                                                                                 
Balance, January 1, 2003                      -  $       -   75,225,931   $  75,227  $  63,279,408  $  (64,840,993)   $ (1,486,358)
Common stock issued for:
   Cash                                       -          -      571,428         571         39,429               -          40,000
   Exercise of stock options and
    warrants                                  -          -      360,555         361         64,539               -          64,900
   Conversion of convertible debt             -          -    5,145,887       5,146        609,855               -         615,001
   Unamortized discount on debt
    conversion                                -          -            -           -       (284,583)              -        (284,583)
   Services                                   -          -    1,099,999       1,100        125,526               -         126,626
Exercise of warrants in lieu of
  consulting fees owed them                   -          -      591,011         591        105,791               -         106,382
Warrants issued for services                  -          -            -           -         77,900               -          77,900
Net loss                                      -          -            -           -              -      (3,077,080)     (3,077,080)
                                     ----------  --------- ------------   --------- -------------- ---------------    ------------

Balance, December 31, 2003                    -          -   82,994,811      82,996     64,017,865     (67,918,073)     (3,817,212)
Common stock issued for:
   Cash                                       -          -    4,733,333       4,732        318,268               -         323,000
   Conversion of convertible debt             -          -    9,273,544       9,274        375,726               -         385,000
   Unamortized discount on debt
     conversion                               -          -            -           -        (64,167)              -         (64,167)
   Services                                   -          -    1,500,000       1,500        433,500               -         435,000
Net loss                                      -          -            -           -              -      (2,207,806)     (2,207,806)
                                     ----------  --------- ------------   --------- -------------- ---------------    ------------

Balance, December 31, 2004                   -           -   98,501,688      98,502     65,081,192     (70,125,879)     (4,946,185)
Preferred stock issued               10,000,000    100,000            -           -        450,000               -         550,000
Common stock issued for:
   Employee Settlement                        -          -      300,651         300         39,210               -          39,510
   Services                                   -          -       16,689          17         12,500               -          12,517
   Conversion of convertible debt             -          -      750,000         750         36,750               -          37,500
Net loss                                      -          -            -           -              -      (1,104,534)     (1,408,534)
                                     ---------- ---------- ------------   --------- -------------- ---------------    ------------
Balance, December 31, 2005           10,000,000  $ 100,000   99,569,028   $  99,569  $  65,619,652  $  (71,534,413)   $ (5,715,192)
                                     ---------- ---------- ------------   --------- -------------- ---------------    ------------

              The accompanying notes are an integral part of these consolidated financial statements.


                                       F-6




                                             Dauphin Technology, Inc.
                                           (A Development Stage Company)
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the years ended December 31, 2005, 2004 and 2003
-----------------------------------------------------------------------------------------------------------------------


                                                                                                      Cumulative amounts
                                                                                                        since becoming a
                                                                                                       development stage
CASH FLOWS FROM OPERATING ACTIVITIES                                       2004            2003            company
                                                                          Revised         Revised          Revised
                                                             2005        See note 17    See note 17       See note 17
                                                         ------------   ------------    ------------     ------------
                                                                                             
    Net loss                                             $ (1,408,534)  $ (2,207,806)   $ (3,077,080)    $ (3,616,340)
    Non-cash items included in net loss
       Amortization of debt discount                                -        269,588         519,167          269,588
       Loss on sale of building and equipment                       -              -          35,655                -
       Common stock issued for convertible debt                37,500              -               -           37,500
       Convertible loans issued in lieu
         of consulting fees                                         -      1,161,500               -        1,161,500
       Warrants issued in lieu of consulting fees                   -              -          77,900                -
       Common stock issued to vendors                               -              -         126,626                -
       Common stock issued for services                        12,517        435,000               -          447,517
       Warrants exercised in lieu of consulting                     -              -         106,382                -
       fees                                                    39,510              -               -           39,510
       Common stock issued for employee settlement
    Changes in:
       Receivables - employee                                       -          3,248               -            3,248
       Prepaid expenses                                         2,500              -           4,753            2,500
       Accounts payable                                       128,211        (64,487)       (223,641)          63,724
       Accrued expenses                                        (3,229)       (44,503)        230,127          (47,732)
                                                         ------------   ------------    ------------     ------------
           Net cash used in operating activities
              of continuing operations                     (1,191,525)      (447,460)     (2,200,111)      (1,638,985)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of assets                                    -              -           7,670                -
                                                         ------------   ------------    ------------     ------------
           Net cash provided by investing activities
           of continuing operations                                 -              -           7,670                -

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of shares                                -        323,000          40,000          323,000
    Proceeds from exercise of warrants and options                  -              -          64,900                -
    Issuance of preferred stock                               550,000              -               -          550,000
    Derivative liability                                      470,593       (224,414)       (496,376)         246,179
    Increase in short-term borrowing                           50,000              -         150,000           50,000
    (Decrease in short-term borrowing                        (200,000)             -               -         (200,000)
    Issuance of convertible loans                             626,400      1,243,578               -        1,869,978
    Repayment of convertible debentures                             -       (100,000)       (150,000)        (100,000)
    Repayment of long-term leases and other
       obligations                                                  -              -          (1,638)
                                                         ------------   ------------    ------------     ------------
                                                                                                                    -
           Net cash provided by (used in) financing
              activities of continuing operations           1,496,993      1,242,164        (393,114)       2,739,157
                                                         ------------   ------------    ------------     ------------

CASHFLOWS FROM DISCONTINUED OPERATIONS:
       Operating cash flows                                  (234,916)      (787,201)      2,359,604       (1,022,117)
        Investing cash flows                                        -              -         128,815                -
                                                         ------------   ------------    ------------     ------------
        Financing cash flows                                        -              -               -                -
                   Net cash (used in) provided
                   by discontinued operations                (234,916)      (787,201)      2,488,419       (1,022,117)
                                                         ------------   ------------    ------------     ------------

                  Net increase (decrease) in cash              70,552          7,503         (97,136)          78,055

CASH, beginning of year                                         7,829            326          97,462              326
                                                         ------------   ------------    ------------     ------------
CASH, end of year                                        $     78,381   $      7,829    $        326     $     78,381
                                                         ------------   ------------    ------------     ------------
SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest Paid                                       $          -   $     18,262    $      7,407     $     18,262

NONCASH TRANSACTIONS:
    Conversion of note to common stock                   $          -   $    385,000    $    615,001     $    385,000
    Unamortized discount upon conversion of debt                    -         64,167         284,583           64,167
    Warrants forfeited                                         76,250        344,694       1,516,862          344,694

              The accompanying notes are an integral part of these consolidated financial statements

                                      F-7


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2005, 2004 and 2003
--------------------------------------------------------------------------------


1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION:

Description of Business

Dauphin  Technology,  Inc.  ("Dauphin" or the  "Company")  and its  Subsidiaries
marketed mobile  hand-held,  pen-based  computers,  broadband  set-top boxes and
provided  private,  interactive  cable systems to the extended stay  hospitality
industry out of the corporate offices located in northern  Illinois,  a facility
in central  Florida and a branch  office in Piraeus,  Greece.  The  Company,  an
Illinois  corporation,  was formed on June 6, 1988 and became a public entity in
1991.  The Company was  unsuccessful  in its  operations  and  terminated  those
operations in December 2003. Our previous  business  operations were limited and
did  not  result  in  (i)  significant  revenues,  (ii)  the  accumulation  of a
significant  dollar  amount of assets,  or (iii) in  earnings.  Due to a lack of
resources,  the Company was unable to comply with our filing  requirements under
Section 13 of the Securities Exchange Act of 1934, as amended. In November 2003,
Dauphin's  Board of Directors,  as then  constituted,  considered and approved a
plan effective  approximately January 1, 2004, to discontinue all operations and
to seek out potential merger and or acquisition candidates.

Development Stage Company

Effective January 1, 2004, the Company is considered a development stage company
as defined in SFAS No. 7. The Company's  development stage activities consist of
evaluating potential merger candidates and raising additional financing.

Basis of Presentation

The consolidated  financial  statements  include the accounts of Dauphin and its
wholly owned  subsidiaries,  R.M. Schultz & Associates,  Inc. ("RMS"),  Advanced
Digital Designs, Inc. ("ADD") and Suncoast Automation,  Inc.  ("Suncoast").  All
significant  inter-company  transactions  and balances  have been  eliminated in
consolidation.   The  wholly  owned   subsidiaries   have  been   classified  as
discontinued operations for all periods presented.

2.   GOING CONCERN:

The accompanying  consolidated  financial statements have been prepared assuming
that  the  Company  will  continue  as a going  concern.  Because  of  recurring
operating  losses,  the excess of current  liabilities over current assets,  the
stockholders'  deficit,  and  negative  cash  flows  from  operations,  there is
substantial  doubt about the Company's  ability to continue as a going  concern.
The  Company's  continuation  as a  going  concern  is  dependent  on  attaining
profitable  operations,   restructuring  its  debt  obligations,  and  obtaining
additional outside  financing.  The Company has funded losses from operations in
the current  year  primarily  from the  issuance of debt and the issuance of the
Company's  restricted  common stock services and the sale of preferred  stock in
private placement  transactions,  and will require additional funding from these
sources to sustain  its future  operations.  The  Company  anticipates  that the
issuance of debt and the sale of the Company's  restricted  preferred stock will
continue to fund operating  losses in the short-term,  however,  there can be no
assurance that it will be successful in doing so.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded  asset amounts shown in the  accompanying  balance
sheet is dependent  upon continued  operations of the Company,  which in turn is
dependent  upon the Company's  ability to meet its financing  requirements  on a
continuing  basis, to maintain present  financing,  and to succeed in its future
operations.  The financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts or amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue in existence.

3.   SUMMARY OF MAJOR ACCOUNTING POLICIES:

Income Taxes

Deferred tax  liabilities  and assets are recognized for the expected future tax
consequences  of events that have been included in the financial  statements and
tax returns.  Deferred tax  liabilities  and assets are determined  based on the
difference  between the  financial  statement  basis and tax basis of assets and
liabilities (excluding  non-deductible  goodwill) and using enacted tax rates in
effect for the years in which the differences are expected to become recoverable
or payable.


                                      F-8


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

3.   SUMMARY OF MAJOR ACCOUNTING POLICIES - Continued:

In the event the future tax  consequences  of differences  between the financial
reporting  bases and the tax bases of the  assets  and  liabilities  results  in
deferred tax assets,  an evaluation of the  probability of being able to realize
the future benefits indicated by such asset is required.  A valuation  allowance
is  provided  for the portion of the  deferred  tax asset when it is more likely
than  not  that  some  portion  or all of the  deferred  tax  asset  will not be
realized. In assessing the realizability of the deferred tax assets,  management
considers the scheduled reversals of deferred tax liabilities,  projected future
taxable income, and tax planning strategies.

(Loss) Per Common Share

Basic loss per common share is  calculated  by dividing net loss for the year by
the weighted-average  number of shares outstanding during the period, which were
99,266,000 for the year ended  December 31, 2005.  Diluted loss per common share
is adjusted for the assumed  exercise of stock options and warrants  unless such
adjustment would have an anti-dilutive effect.

Stock Compensation

Stock  Options  and  Stock-Based  Compensation  - For stock  options  granted to
employees,  the Company utilizes the footnote disclosure provisions of Statement
of Financial  Accounting  Standards  (SFAS) No. 123,  Accounting for Stock-Based
Compensation.  SFAS No. 123  encourages  entities  to adopt a  fair-value  based
method of accounting for stock options or similar equity  instruments.  However,
it also allows an entity to continue measuring compensation cost for stock-based
compensation  using the  intrinsic-value  method  of  accounting  prescribed  by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. The Company has elected to continue to apply the provisions of APB 25
and  provide  pro  forma  footnote  disclosures  required  by  SFAS  No.  123 as
applicable.  Accordingly,  no  compensation  cost  has  been  recognized  in the
consolidated  financial  statements for stock options granted to employees.  Had
compensation  cost for the Company's stock option plans been determined based on
the fair value at the grant date consistent with the provisions of SFAS No. 123,
the Company's net loss and loss per share would have been as indicated below:

                                                    Year Ended December 31, 2003
                                                    ----------------------------
    Reported net loss applicable to common stockholders         $    (3,077,080)

    Deduct: Total stock-based employee compensation
      determined under fair value based method, net of
      related tax effects                                               (19,000)
                                                                ----------------
    Pro forma net loss                                          $    (3,096,080)
                                                                ================
    Basic and diluted loss per share:
          As reported                                           $         (0.04)
                                                                ================
          Pro forma                                             $         (0.04)
                                                                ================

The fair value of each option  granted is  estimated  on the date of grant using
the Black-Scholes option pricing model with the following assumptions:

                                                               December 31, 2003
                                                               -----------------
             Dividend yield                                          0.0%
             Risk-free interest rate                                 5.0%
             Volatility factor                                       233%
             Expected life in years                                 2.75

The weighted  average fair value of options and warrants granted during 2003 was
$0.17. There were no options or warrants granted during 2005 or 2004.

                                       F-9


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

3.   SUMMARY OF MAJOR ACCOUNTING POLICIES - Continued:

Weighted Average Shares

The computation of basic income (loss) per common share is based on the weighted
average number of shares outstanding during each period.

The  computation  of diluted  income  (loss)  per  common  share is based on the
weighted average number of common shares outstanding during the period, plus the
common stock equivalents that would arise from the exercise of stock options and
warrants  outstanding,  using the treasury  stock method and the average  market
price per share during the period.  Options to purchase 0, 626,666  shares,  and
2,041,730  shares at December 31, 2005, 2004 and 2003,  respectively,  at prices
between $.12 and $2.75,  and warrants to purchase  1,399,999,  1,704,999  shares
and,  2,213,671  shares at December 31, 2005,  2004 and 2003,  respectively,  at
prices  between  $.12 and  $1.31  were  outstanding  but were  excluded  for the
calculations for diluted income (loss) per share as the effect was antidilutive.

Use of Estimates

The  presentation  of  the  Company's   consolidated   financial  statements  in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions.

These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the disclosure of contingent assets and liabilities at the date of
the consolidated  financial statements,  and the reported amounts of revenue and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of
credit risk, consist primarily of the derivative liability.  The Company adjusts
the  derivative  to the fair  market  value at each  period end based upon Black
Scholes calculations.

Fair Value of Financial Instruments

The Company financial instruments consist of cash, payables,  and notes payable.
The carrying amount of cash and payables  approximates fair value because of the
short-term  nature of these items.  The aggregate  carrying  amount of the notes
payable  approximates fair value as the individual notes bear interest at market
interest rates.

Reclassification

Certain  balances in the 2004 and 2003  consolidated  financial  statements have
been reclassified to conform to the current year presentation.

4.       ACCRUED EXPENSES:

Accrued expenses reported as current liabilities consist of the following:

    Years ended December 31,

                                                            2005          2004
                                                         ----------   ----------

Compensation and related taxes                           $  112,641   $  178,000
Interest                                                    117,130       55,000
Other                                                        90,838       90,838
                                                         ----------   ----------

Total                                                    $  320,609   $  323,838
                                                         ----------   ----------

The accrued compensation is payable to our chief executive officer, with amounts
originating from fiscal years 2004 through fiscal year 2005.


                                      F-10


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------


5.   SHORT-TERM BORROWINGS:

In September  2005, the Company entered into a loan agreement with an individual
for $50,000.  The loan is due on December 31, 2006 and bears an annual  interest
rate of 6% and is unsecured.

In December 2004,  the Company  entered into a loan agreement with an individual
for $200,000. The loan was due in June 2005 and bore an interest rate of 10% per
annum and was  unsecured.  In April 2005,  the loan was converted into preferred
shares of the Company in conjunction with a financing  arrangement with the same
investor.

6.    LONG-TERM DEBT:

As of  December  31,  2005 and 2004,  long term debt with a balance  of  $13,515
consists of a loan with McHenry County  Department of Planning and  Development,
payable in equal monthly  installments over 24 months with 4.11% interest and is
unsecured.  This loan was due on June 15, 2004, and is currently in default.  To
date, this loan has not been paid.

7.   CONVERTIBLE LOANS:

During the year 2005, the Company  entered into 2% convertible  loan  agreements
with approximately 40 individuals in exchange for $626,400 in cash. The total of
Convertible  Loans   outstanding  at  December  31,  2005  is  $3,031,478.   The
convertible  agreements  can be  converted  into common  stock of the Company at
prices ranging from $0.10 to $0.45 per share.  To date, none of these loans have
been converted, are all due in 2006 and are unsecured.

During  2004,  the Company  entered into 2%  convertible  loan  agreements  with
approximately  30  individuals  in exchange for $1,243,578 in cash. In addition,
the  Company  issued  convertible  agreements  in the amount of  $1,161,500  for
various  settlement of amounts due vendors for services  provided to the Company
during the year. The  convertible  agreements can be converted into common stock
of the Company at prices ranging from $0.05 to $0.13 per share. To date, none of
these loans have been converted, are all due in 2006 and are unsecured.

8.   CONVERTIBLE DEBENTURES:

At December  31, 2005 and 2004,  convertible  debentures  totaling  $950,000 are
attributable  to  the  financing  arrangement  the  Company  had  with  Crescent
International Ltd. as described below.

On September 28, 2001 the Company entered into a $10 million Securities Purchase
Agreement with Crescent International Ltd., an institutional investor. Under the
Securities  Purchase  Agreement,  the Company issued a Convertible Note for $2.5
million on October 2, 2001. Although the Company had the option to issue further
convertible  notes to Crescent  subject to certain  conditions  precedent,  such
option  expired on  February 1, 2002 and no  additional  notes were  issued.  In
addition,  the Company issued warrants exercisable to purchase 700,000 shares of
common  stock  at a price  of  $1.3064  per  share  for a  five-year  term.  The
Securities Purchase Agreement further permits the Company to sell to Crescent up
to  $7.5  million  in  common  stock  of the  Company  over a  24-month  period.
Additionally,  the Company  agreed not to  exercise  any  drawdowns  against its
existing common stock purchase agreement with Techrich International Ltd., which
expired on January 28, 2002.

The Securities  Purchase  Agreement  permits the Company to sell to Crescent and
requires  Crescent  to  purchase  from  the  Company,   at  the  Company's  sole
discretion,  common  stock of the Company for up to $7.5 million over a 24-month
period.  Individual  sales are limited to $1.5  million,  or a higher  amount if
agreed  to by the  Company  and  Crescent,  and  each  sale  is  subject  to our
satisfaction of the following conditions precedent (none of which are within the
control of Crescent):  (1) the Company's  representations and warranties must be
true  and  complete,  (2) the  Company  must  have  one or more  then  currently
effective registration  statements covering the resale by Crescent of all shares
issued in prior  sales to  Crescent  and  issuable  upon the  conversion  of the
Convertible Note, (3) there must be no dispute as to the adequacy of disclosures
made in any such registration  statement,  (4) such registration statements must
not be subject to any stop order, suspension or withdrawal, (5) the Company must
have  performed its  covenants and  obligations  under the  Securities  Purchase
Agreement, (6) no statute, rule, regulation, executive  order, decree, ruling or


                                      F-11


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

8.   CONVERTIBLE DEBENTURES - Continued:

injunction may have been enacted,  entered,  promulgated or adopted by any court
of governmental  authority that would prohibit the Company's  performance  under
the Securities Purchase Agreement,  (7) the Company's common stock must not have
been  delisted from its  principal  trading  market and there must be no trading
suspension of its common stock in effect, and (8) the issuance of the designated
number of shares of common  stock with respect to the  applicable  sale must not
violate the shareholder approval requirements of the Company's principal trading
market.  The aggregate  amount of all sale shares and  convertible  notes issued
cannot  exceed  $10  million.  The  amount of the sale is  limited  to twice the
average of the bid price  multiplied by the trading volume during the 22 trading
day period  immediately  preceding  the date of sale.  When the total  amount of
securities  issued to Crescent  equals or exceeds $5  million,  then the Company
shall issue to Crescent a subsequent  incentive warrant  exercisable to purchase
400,000 shares of common stock at a price equal to the bid price on the date the
incentive warrant is issued.  The Convertible Note was funded on October 2, 2001
and was due September 28, 2004,  and is currently in default.  The Company shall
not be required to pay interest on the Convertible Note unless the Company fails
to deliver shares upon conversion.

In such event, the Note will bear an interest rate of 8.0% per annum, payable in
quarterly  installments.  The holder of the convertible  debenture  converted in
2002,  2003 and 2004,  $700,000,  $615,001 and  $385,000,  respectively,  of the
debenture note. It was determined under EITF 00-19, EITF 05-02 and SFAS 133 that
this convertible debenture contains a derivative.

9.   DERIVATIVE LIABILITY

SFAS 133,  as  amended,  establishes  accounting  and  reporting  standards  for
derivative instruments embedded in other contracts. As required by SFAS 133, the
Company records all derivatives on the balance sheet at fair value.  The Company
reports as income or loss in the current financial  statements the change in the
fair value of the derivative at the balance sheet date with that of the previous
reported date. The Company has derivative liabilities arising from the following
at December 31, 2005 and 2004:


                                                             2005         2004
                                                         ----------  ----------
Derivative arising from the issuance
of the Convertible debentures and
warrant to Crescent International.
The underlying debt was due September
2004 and the derivative is currently
due. See Note 8.                                         $  694,412  $  593,990

Derivative arising from the warrants
granted with insufficient unissued
shares available. The derivative is
currently due.                                           $  536,746  $  166,575
                                                         -----------------------
Total                                                    $1,231,158  $  760,565
                                                         =======================

10.   WARRANTS

During  2005 and 2004,  the Company did not issue any  warrants.  The  following
table outlines warrants  outstanding at December 31, 2005 and 2004. The warrants
are  recorded  at the fair  value  estimated  on the date of grant  based on the
Black-Scholes  single-option-pricing model. The warrants expire in three to five
years.  The  warrants  issued to  consultants  are  measured  at fair  value and
recorded as expense,  while the warrants  issued in capital raising are measured
in fair value and recorded as an offset of the capital received:


                                      F-12


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

10.   WARRANTS - Continued

Information regarding these warrants for 2005 and 2004 is as follows:



                                                                        2005                       2004
                                                                     Weighted                      Weighted
                                                                      Average                      Average
                                                        Shares     Exercise Price      Shares      Exercise Price
                                                        ------     ---------------     ------      --------------
                                                                                           
Warrants outstanding beginning of year                  1,704,999    $  0.6834       2,213,671         $  0.7867
Warrants expired                                         (305,000)        0.56        (508,672)            0.6125
                                                        ------     ---------------     ------      --------------
Warrants outstanding at year end                      $ 1,399,999    $  0.7103       1,704,999         $  0.6834
Weighted  average  fair value of  warrants  granted
     during the year                                  $         -                  $         -
Warrants exercisable at year end                        1,399,999                    1,704,999
Warrant price range at year end                       $    0.10 to $1.3064         $    0.10 to $1.3064



The following table  summarizes  information  about the warrants  outstanding at
December 31, 2005 and 2004:

                                      DECEMBER 31, 2005
                     Warrants Outstanding and Exercisable
   --------------------------------------------------------------------------
   Range of Exercise      Number of      Weighted Avg.       Weighted Avg.
         Prices            Shares       Contractual Life    Exercise Price
        $0.1000                200,000        0.35              $0.1000
        $0.1200                499,999        0.35              $0.1200
        $1.3064                700,000        0.75              $1.3064
     Total for 2005          1,399,999         0.55            $ 0.7103

                                      DECEMBER 31, 2004
                       Warrants Outstanding and Exercisable
     -------------------------------------------------------------------------
     Range of Exercise     Number of       Weighted Avg.      Weighted Avg.
           Prices            Shares       Contractual Life    Exercise Price
          $0.1000               200,000         1.35             $0.1000
          $0.1200               499,999         1.35             $0.1200
          $0.5600               305,000         0.92             $0.5600
          $1.3064               700,000         1.74             $1.3064
       Total for 2004         1,704,999          1.43            $ .6834

During 2005 and 2004, 305,000 and 508,672 warrants,  respectively,  with a value
of $76,250 and $344,694, respectively,  expired and were forfeited without being
exercised.

11.    STOCK OPTIONS:

Information regarding stock options for 2005 and 2004 is as follows:



                                                                         2005                            2004
                                                                       Weighted                        Weighted
                                                                       Average                         Average
                                                        Shares      Exercise Price      Shares      Exercise Price
                                                        ------     ---------------     ------      --------------
                                                                                            
Options outstanding beginning of year                     626,666    $     .7741     2,041,730          $  .7741
Options exercised                                               -              -             -                 -
Options granted                                                 -              -             -                 -
Options forfeited                                        (626,666)             -    (1,415,064)                -
Options outstanding at year end                                 0    $         0       626,666           $ .7741
Weighted  average  fair  value of  options  granted
     during the year                                  $         -                  $         -
Options exercisable at year end                                 0                         626,666
Option price range at year end                                                 -   $    0.12 to $2.75


                                      F-13



                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

11.   STOCK OPTIONS - Continued

The following  table  summarizes  information  about the options  outstanding at
December 31, 2004:

                                    DECEMBER 31, 2004
                     Options Outstanding and Exercisable
   -------------------------------------------------------------------------
   Range of Exercise     Number of       Weighted Avg.      Weighted Avg.
         Prices            Shares       Contractual Life    Exercise Price
        $ 0.1200               50,000         1.25             $ 0.1200
        $ 0.2200               60,000         1.00             $ 0.2200
        $ 0.3300               50,000         0.75             $ 0.3300
        $ 0.5300               50,000         0.50             $ 0.5300
        $ 0.6600               50,000         0.25             $ 0.6600
        $ 0.7000               25,000         0.23             $ 0.7000
        $ 0.9000              166,666         0.13             $ 0.9000
        $ 1.0800              110,000         0.01             $ 1.0800
        $ 1.1562               12,500         0.04             $ 1.1562
        $ 1.3700               40,000         0.37             $ 1.3700
        $ 2.7500               12,500         0.22             $ 2.7500
     Total for 2004           626,666         0.39             $ 0.7741


12.    EMPLOYEE BENEFIT PLAN:

The Company no longer  maintains  an employee  benefit  plan as of December  31,
2005.  In prior  years the  Company  maintained  a salary  deferral  401(k) plan
covering  substantially  all employees who met specified  service  requirements.
Contributions  were based upon  participants'  salary deferrals and compensation
and were made within Internal Revenue Service limitations.  The Company does not
currently offer post-employment or post-retirement benefits.

13.    INCOME TAXES:

A  reconciliation  of the  income  tax  benefit  on losses  at the U.S.  federal
statutory rate to the reported income tax expense follows:

                                             2005         2004           2003
                                         ----------   ----------   ------------
U.S. federal statutory rate applied
  to pretax loss                         $ (478,900)  $ (750,000)  $ (1,046,000)
Permanent differences and adjustments         2,500        2,000          3,000
Expired net operating loss                1,324,400            -              -
Change in valuation allowance              (848,000)     748,000      1,043,000
                                         ----------   ----------   ------------

                  Income tax provision   $       -    $        -   $          -
                                         ----------   ----------   ------------

As of December 31, 2005 and 2004, the Company had generated  deferred tax assets
as follows:

                                                            December 31,
                                                            ------------
                                                        2005            2004
                                                    ------------  --------------
Gross deferred tax assets-
    Net operating loss (NOL) carryforward           $ 19,333,000  $   20,315,000
    Accrued liabilities                                   36,000          61,000
    Derivative liability                                 419,000         260,000
                                                    ------------  --------------
                  Deferred tax assets                 19,788,000      20,636,000
    Less valuation allowance                          19,788,000      20,636,000
                                                    ------------  --------------
                  Net deferred tax asset            $          -  $            -
                                                    ------------  --------------


                                      F-14


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

13.    INCOME TAXES - Continued:

Deferred  income  taxes  include  the tax  impact of net  operating  loss  (NOL)
carryforwards.  Realization  of these  assets,  as well as other  assets  listed
above,  is contingent  on future  taxable  earnings by the Company.  A valuation
allowance  of  $19,841,000  and  $20,636,000  at  December  31,  2005 and  2004,
respectively,  has been  applied  to these  assets.  During  1995,  there was an
ownership  change in the Company as defined  under  Section 382 of the  Internal
Revenue Code of 1986, which adversely  affects the Company's  ability to utilize
the NOL carryforward.

The amount of net operating  loss  available  for use is dependant  upon the IRS
regulations in force at the time of usage.  The amount of net operating loss may
be limited based upon a change of ownership.

14.    COMMITMENTS AND CONTINGENCIES:

The Company  conducts  its  operations  from  facilities  that are rented  under
month-to-month  rental  agreements.   Total  rental  expense  was  approximately
$70,000, $75,000, and $155,000 for 2005, 2004, and 2003, respectively.

During 2005, 2004 and 2003 the Company was engaged in various legal proceedings.
As of the date of this report,  the Company is not involved in any litigation or
legal proceedings.

15.    EQUITY TRANSACTIONS:

2005 Transactions

In the first quarter of 2005,  the Company  issued  750,000 shares of its common
stock pursuant to a convertible loan in the amount of $37,500.

In 2005,  the Company  issued  10,000,000  shares of Preferred  Stock with a par
value of $.01 for  $550,000.  The  preferences  associated  with  this  issuance
included a  cumulative  annual  dividend at a rate of $.01 per year (if and when
paid), a preference in the event of liquidation  or  dissolution,  voting rights
equal to twenty votes per outstanding  Preferred share on each matter  submitted
to a vote, and others.

In the fourth  quarter of 2005, the Company issued 16,689 shares of common stock
in lieu of consulting fees in the amount of $12,517.

In the fourth  quarter of 2005,  the Company issued 300,651 shares of its common
stock valued at $39,510 to two former  employees of one of its  subsidiaries  to
settle litigation over back wages.

2004 Transactions

During the first quarter of 2004, the Company received proceeds in the amount of
$323,000 for the issuance of 4,733,333 shares of common stock.

During the second quarter of 2004, the Company issued  1,500,000 shares of stock
in lieu of consulting fees in the amount of $435,000.

During  the  year,  Crescent   International  Ltd.  exercised  $385,000  of  the
convertible  note in  exchange  for  9,273,544  shares  of  common  stock of the
Company.  The related  unamortized  debt discount  totaling $64,167 was reversed
through paid-in capital.

2003 Transactions

During the first quarter of 2003, the Company received proceeds in the amount of
$64,900 for the exercise of 360,555 warrants.  Additionally, two warrant holders
exercised  591,011 warrants in lieu of consulting fees due them in the amount of
$106,382.

                                      F-15


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

15.    EQUITY TRANSACTIONS - Continued:

During  the  second  quarter  of 2003,  the  Company  issued  499,999  shares of
restricted common stock valued at $60,000 to a group of consultants for services
rendered to the Company.  Additionally,  these  consultants  were issued 699,999
warrants at a value of $77,900.

During the third quarter of 2003, the Company received proceeds in the amount of
$40,000 for the  issuance of 571,428  shares of common  stock.  The Company also
issued  300,000  shares  of  restricted  common  stock  valued at  $33,000  to a
consultant for services rendered to the Company.

During 2003, 1,457,306 warrants with a value of $1,516,862 expired without being
exercised.

During 2003,  Crescent  International Ltd. exercised $615,001 of the convertible
note in  exchange  for  5,145,887  shares of common  stock of the  Company.  The
related unamortized debt discount totaling $284,583 was reversed through paid-in
capital.

16.   DISCONTINUED OPERATIONS:

During  December  of  2003,   management  decided  to  discontinue  its  current
operations due to insufficient sales and cash flows to support operations.

For the year ended December 31, 2004,  assets and liabilities from  discontinued
operations consist of the following:

                                                                        2004
                                                                     -----------
          Assets from discontinued operations:
                 Cash                                                $    8,832
                                                                     -----------

          Liabilities from discontinued operations:
                 Accounts payable                                    $  178,031
                 Accrued expenses                                        65,717
                                                                     -----------
                              Total liabilities                      $  243,748
                                                                     -----------

Discontinued operations were as follows for the years ending December 31:

                                                         2004           2003
                                                      ----------   ------------
          Revenues                                    $    2,301   $  3,321,844
          Cost of sales                                        -      2,828,040
                                                      ----------   ------------
              Gross profit                                 2,301        493,804
          Expenses                                       551,166      1,609,300
                                                      ----------   ------------
             Loss before income taxes                   (548,865)    (1,115,496)
             Loss on sale of subsidiary                        -     (1,226,425)
          Income tax benefit                                   -              -
                                                      ----------   ------------

             Loss from discontinued operations        $ (548,865)  $ (2,341,921)
                                                      ----------   ------------

17.   REVISED STATEMENT OF CASH FLOWS

The  Statement of Cash Flows for the years ended  December 31, 2004 and 2003 and
the  Cumulative  Amounts  Since  Inception  of the  Development  Stage have been
revised to separately  disclose the operating,  investing and financing portions
of the cash flows  attributable to its  discontinued  operations, which in prior
periods were reported on a combined basis as a single amount.

                                      F-16


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------


18.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

A summary of selected quarterly information for 2005 and 2004 is as follows:



                                                                  2005 Quarter Ended
                                                                  ------------------

                                          March 31         June 30        Sept. 30         Dec. 31

                                                                            
Revenues                               $           -    $          -    $          -    $           -
Gross Profit (Loss)                                -               -               -                -
Net Loss from operations                    (207,431)       (435,226)       (261,695)        (504,182)

Net Income (Loss)                           (207,431)       (435,226)       (261,695)        (504,182)

Net Income (Loss) per share
   from operations
     Basic and Diluted                 $        0.00    $       0.00    $       0.00    $       (0.01)

Net Loss per share
     Basic and Diluted                 $        0.00    $       0.00    $       0.00    $       (0.01)


                                                                  2004 Quarter Ended
                                                                  ------------------

                                          March 31         June 30        Sept. 30       Dec. 31

Revenues                               $           -    $          -    $          -    $           -
Gross Profit (Loss)                                -               -               -                -
Net Income (Loss) from operations            181,084        (918,090)       (564,072)        (357,863)
Loss from discontinued operations            (80,765)        (93,183)        (46,314)        (328,603)

Net Income (Loss)                            100,319      (1,011,273)       (610,386)        (686,466)

Net Income (Loss) per share
   from operations
     Basic and Diluted                 $        0.00    $      (0.01)   $       0.00    $       (0.01)

Net Loss per share from
   discontinued operations
     Basic and Diluted                 $        0.00    $       0.00    $       0.00    $       (0.00)

Net Loss per share
     Basic and Diluted                 $        0.00    $      (0.01)   $       0.00    $       (0.01)




                                      F-17



                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

19.  RECENT ACCOUNTING PRONOUNCEMENTS:

Financial Accounting Standard (FAS) Statement No. 123(R)

Share-Based  Payments is an amendment of FASB Statements No. 123 and 95. FAS No.
123(R) and replaces FAS No. 123,  Accounting for Stock-Based  Compensation,  and
supersedes APB Opinion No. 25,  Accounting  for Stock Issued to Employees.  This
statement  requires  companies to recognize  the fair value of stock options and
other  stock-based  compensation to employees  prospectively  beginning with the
first interim or annual period of the first fiscal year beginning after December
15,  2005.  This means that the Company  will be required to  implement  FAS No.
123(R)  no later  than the  quarter  beginning  January  1,  2006.  The  Company
currently measures  stock-based  compensation in accordance with APB Opinion No.
25,  as  discussed  above.  The  Company   anticipates   adopting  the  modified
prospective  method of FAS No.  123(R) on  January  1,  2006.  The impact on the
Company's financial condition or results of operations will depend on the number
and terms of stock options  outstanding on the date of change, as well as future
options that may be granted.

Financial Accounting Standards Board (FASB) Statement No. 153

Exchanges  of  Nonmonetary  Assets is an  amendment  of APB  Opinion  No. 29 and
eliminates  the fair  value  exception  for  nonmonetary  exchanges  of  similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary  assets that do not have  commercial  substance.  The  Statement  is
effective for nonmonetary  asset exchanges  occurring in periods beginning after
June 15, 2005.

Financial Accounting Standards Board (FASB) Statement No. 154

Accounting  Changes and Error  Corrections  replaces APB Opinion No. 20 and FASB
Statement  No.  3.  This  Statement  mandates  retrospective  application  of  a
voluntary  change  in  accounting  principle,  unless  it  is  impracticable  to
determine  either the cumulative  effect or the  period-specific  effects of the
change.  This Statement  also requires that a change in method of  depreciation,
amortization, or depletion for long-lived, non-financial assets be accounted for
as a change in  accounting  estimate  that is effected by a change in accounting
principle.  The Statement is effective for accounting changes and corrections of
errors made in fiscal years beginning after December 15, 2005.

The Company  does not believe  that the  adoption of (if  applicable)  the above
mentioned  standards  will have a  material  effect on the  Company's  financial
position and results of operations.

20.  SUBSEQUENT EVENTS:

On January 20, 2006,  Dauphin  entered into a definitive  Agreement  and Plan of
Merger  (the  "Merger")   whereby  the  Company's   newly  formed  wholly  owned
subsidiary,  GeoVax Acquisition  Corp.,  would merge with and into GeoVax.  Upon
completion  of the Merger,  GeoVax  would  survive the Merger as a wholly  owned
subsidiary  of Dauphin.  GeoVax,  Inc.,  a Georgia  biotechnology  company,  was
established to develop,  license and  commercialize  the manufacture and sale of
human vaccines for diseases caused by HIV-1 (Human  Immunodeficiency  Virus) and
other  infectious  agents.  The Merger shall become  effective upon, among other
things,  an affirmative vote of approval from each companies'  shareholders.  If
the Merger is completed,  there is no assurance that the surviving  company will
be economically successful.

On March 2, 2006,  the Company  entered into a loan  agreement  with Celtic Bank
Corporation  for  $100,000.  The loan is due on  December  31, 2006 and bears an
interest rate of 12% per annum and is unsecured.

On March 7, 2006, the Company filed legal action against preferred  shareholders
Stavros N.  Papageorgiou  and Nikolaos S.  Papageorgiou,  their advisor,  Miltos
Louizidis, and the investment banking firm of Crescent International,  Ltd. (the
"Defendants").  The complaint alleged,  among other things,  breaches of various
agreements, fraud, tortious interference,  conspiracy, and breaches of fiduciary
duties by the  Defendants.  Specifically,  Dauphin  alleged that the  Defendants
embarked  upon a scheme to defraud,  tortiously  interfere  with  contracts  and
business  relationships,  and to breach  fiduciary duties in order to steal from
Dauphin and its shareholders certain critical business opportunities,  including
its current efforts to merge with GeoVax, Inc.

On May 15, 2006, the Company and the preferred shareholders agreed to settle all
legal actions  between them. The settlement  confirms the parties'  agreement to
proceed  with  the  GeoVax merger, based  upon  a  conversion  and  exchange  of


                                      F-18


                            Dauphin Technology, Inc.
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
--------------------------------------------------------------------------------

20.  SUBSEQUENT EVENTS - Continued:

preferred   shares   upon   closing   of  the   merger,   on  the   basis  of  a
1-preferred-for-2-common share exchange, as anticipated by the Merger Agreement.
In  addition,   a  convertible   note   representing  a  Company   liability  of
approximately $1.3 million has been cancelled.  On May 16, 2006, an agreed order
was  entered in the  Circuit  Court of Cook  County,  Illinois,  dismissing  all
claims.



                                      F-19


PART I                         FINANCIAL INFORMATION

      Item 1.    Financial Statements
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                         March 31, 2006 and December 31, 2005                 3

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         Three Months Ended March 31, 2006 and 2005
                         and cumulative  amounts since January 1,
                         2004 (Commencement of development stage)             4

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         Three Months Ended March 31, 2006 and 2005
                         and cumulative  amounts since January 1,
                         2004 (Commencement of development stage)             5


                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS         6


                                       2




                            Dauphin Technology, Inc.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                      March 31, 2006 and December 31, 2005
---------------------------------------------------------------------------------------------------------------
                                                   ASSETS
                                                                          March 31, 2006      December 31, 2005
                                                                          ---------------     -----------------
CURRENT ASSETS:                                                            (Unaudited)

                                                                                        
   Cash                                                                   $        11,124     $        78,381
                                                                          ---------------     ---------------

          Total assets                                                    $        11,124     $        78,381
                                                                          ---------------     ---------------



                                    LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable                                                       $       241,997     $       196,813
   Accrued expenses                                                               371,507             320,609
   Short-term borrowings                                                          163,215              50,000
   Current portion of long-term debt                                               13,515              13,515
   Derivative liability                                                         1,136,409           1,231,158
   Convertible debentures                                                         950,000             950,000
   Convertible loans                                                            3,091,978           3,031,478
                                                                          ---------------     ---------------

          Total current liabilities                                             5,968,621           5,793,573
                                                                          ---------------     ---------------


COMMITMENTS AND CONTINGENCIES                                                           -                   -

SHAREHOLDERS' DEFICIT:
   Preferred stock, $0.01 par value, 10,000,000 shares authorized,
     issued and outstanding                                                       100,000             100,000
   Common stock, $0.001 par value, 100,000,000 shares authorized;
     99,569,028 shares issued and outstanding at March 31, 2006 and
     December 31, 2005                                                             99,569              99,569
   Additional paid-in capital                                                  65,619,652          65,619,652
   Accumulated deficit                                                        (71,776,718)        (71,534,413)
                                                                          ---------------     ---------------
          Total shareholders' deficit                                          (5,957,497)         (5,715,192)
                                                                          ---------------     ---------------
          Total liabilities and shareholders' deficit                     $        11,124     $        78,381
                                                                          ---------------     ---------------


 The accompanying notes are an integral part of these consolidated financial statements.


                                       3




                            Dauphin Technology, Inc.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             For the three months ended March 31, 2006 and 2005 and
                    cumulative amounts since January 1, 2004
                      (commencement of development stage)
                                   (Unaudited)
-------------------------------------------------------------------------------------------------------------

                                                                                                Cumulative Amounts
                                                                                                since becoming a
                                                              Three Months Ended March 31,       development stage
                                                                2006             2005               company
                                                          ---------------   ---------------    ----------------

                                                                                      
NET SALES                                                 $             -   $             -    $            -

COST OF SALES                                                           -                 -                 -
                                                          ---------------   ---------------    --------------
     Gross  profit                                                      -                 -                 -

GENERAL AND ADMINISTRATIVE EXPENSES                               319,157           161,048         2,743,868
                                                          ---------------   ---------------    --------------
     Loss from operations                                        (319,157)         (161,048)       (2,743,868)

Derivative (loss) gain                                             94,749           (30,583)         (148,647)
INTEREST EXPENSE                                                  (17,897)          (15,000)         (417,265)
                                                          ---------------   ---------------    --------------

       Net loss from continuing operations                       (242,305)         (207,431)       (3,368,095)

DISCONTINUED OPERATIONS
     Loss from discontinued operations                                  -                 -         (548,865)
                                                          ---------------   ---------------    --------------

           Net loss                                       $      (242,305)  $      (207,431)   $   (3,858,645)
                                                          ---------------   ---------------    --------------

LOSS PER SHARE:
Continuing Operations                                     $          0.00   $          0.00    $        (0.03)
Discontinued Operations                                              0.00              0.00             (0.01)
                                                          ---------------   ---------------    --------------
  Total  Basic and Diluted                                $          0.00   $          0.00    $        (0.04)
                                                          ---------------   ---------------    --------------

Weighted average number of shares of common stock
outstanding
               Basic                                           99,569,000        99,002,000        98,198,000

               Diluted                                         99,569,000        99,002,000        98,198,000


 The accompanying notes are an integral part of these consolidated financial statements.


                                       4




                            Dauphin Technology, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Three months ended March 31, 2006 and 2005 and
                    cumulative amounts since January 1, 2004
                      (commencement of development stage)
                                   (Unaudited)
 ------------------------------------------------------------------------------------------------------------

                                                                                             Cumulative Amounts
                                                                                              since becoming a
                                                            Three Months Ended March 31,      development stage
                                                               2006                2005            company
                                                          ---------------   ---------------    ----------------
                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                               $      (242,305)  $      (207,431)   $   (3,858,645)
   Non-cash items included in net loss:
       Amortization of debt discount                                    -                 -           269,588
       Convertible loans issued in lieu of consulting
        fees                                                            -                 -         1,161,500
       Common stock issued in lieu of convertible loans                 -            37,500            37,500
       Common stock issued for consulting fees                          -                 -           447,517
     Common stock issued for employee settlement                        -                 -            39,510
 Changes in:
     Accounts receivable                                                -                 -             3,248
     Assets of discontinued operations                                  -             8,832           166,123
     Prepaid expenses                               -                                 2,500             2,500
     Accounts payable                                              45,184           147,780           108,908
     Accrued expenses                                              50,898            52,900             3,166
     Liabilities from discontinued operations                           -          (243,748)       (1,188,240)
                                                          ---------------   ---------------    --------------

         Net cash used in operating activities                   (146,223)         (201,667)       (2,807,325)

CASH FLOWS FROM INVESTING ACTIVITIES                                    -                 -                 -
                                                          ---------------   ---------------    --------------

         Net cash used in investing activities                          -                 -                 -

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of restricted shares                    -                 -           323,000
         Derivative liability                                     (94,749)           30,583           151,430
         Issuance of preferred stock                                    -                 -           550,000
         Issuance of convertible loans                             60,500                 -         1,930,478
         Repayment of convertible debentures                            -           (37,500)         (100,000)
         (Decrease) in short-term borrowing                             -                 -          (200,000)
         Increase in short-term borrowing                         113,215           250,000           163,215
                                                          ---------------   ---------------    --------------

         Net cash provided by financing activities                 78,966           243,083         2,818,123
                                                          ---------------   ---------------    --------------

         Net increase (decrease) in cash                          (67,257)           41,416            10,798

CASH BEGINNING OF PERIOD                                           78,381             7,829               326
                                                          ---------------   ---------------    --------------

CASH END OF PERIOD                                        $        11,124   $        49,245    $       11,124
                                                          ---------------   ---------------    --------------

CASH PAID DURING THE PERIOD FOR:
         Interest                                         $             -   $             -    $       18,262

NONCASH TRANSACTIONS:
  Common stock issued in connection with:
       Services                                           $             -   $        37,500    $       37,500



 The accompanying notes are an integral part of these consolidated financial statements



                                       5


                            Dauphin Technology, Inc.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  General

The accompanying  financial statements are unaudited,  but in the opinion of the
management of the Company,  contain all  adjustments,  consisting of only normal
recurring accruals,  necessary to present fairly the financial position at March
31, 2006,  the results of  operations  for the three months ended March 31, 2006
and 2005,  and the cash flows for the three months ended March 31, 2006 and 2005
and  cumulative   amounts  since  January  1,  2004  (date  of  commencement  of
development stage).

Reference  is made to the  Company's  Form 10-K for the year ended  December 31,
2005.  The results of  operations  for the three months ended March 31, 2006 are
not  necessarily  indicative of the results of operations to be expected for the
full fiscal year ending December 31, 2006.

Effective January 1, 2004, the Company is considered a development stage company
as defined in  Statement of  Accounting  Standards  (SFAS) No. 7. The  Company's
development stage activities  consist of evaluating  potential merger candidates
and raising additional financing.

2.  Related Party Transactions

Our Chairman and Chief  Executive  Officer loaned  approximately  $13,000 to the
Company and it is reflected in short-term borrowings.

3.  Stock-Based Compensation

For stock  options  granted to employees  prior to January 1, 2006,  the Company
utilized the footnote  disclosure  provisions  of SFAS No. 123,  Accounting  for
Stock-Based Compensation. SFAS No. 123 encourages entities to adopt a fair-value
based method of  accounting  for stock  options or similar  equity  instruments.
However,  it also allows an entity to continue  measuring  compensation cost for
stock-based   compensation  using  the  intrinsic-value   method  of  accounting
prescribed by Accounting  Principles Board (APB) Opinion No. 25,  Accounting for
Stock  Issued  to  Employees.  The  Company  elected  to  continue  to apply the
provisions of APB 25 and provide pro forma footnote disclosures required by SFAS
No. 123 as applicable.  Accordingly, no compensation cost has been recognized in
the  consolidated  financial  statements for stock options granted to employees.
There have been no stock  options  granted  during the first  quarter of 2006 or
2005, nor since January 1, 2004.

4.  Weighted Average Shares

The computation of basic income (loss) per common share is based on the weighted
average number of shares outstanding during each period.

The  computation  of diluted  income  (loss)  per  common  share is based on the
weighted average number of common shares outstanding during the period, plus the
common stock equivalents that would arise from the exercise of stock options and
warrants  outstanding,  using the treasury  stock method and the average  market
price per share during the period.

Warrants to purchase  1,399,999  shares,  and 1,704,999 shares at March 31, 2006
and 2005,  respectively,  at prices between $.10 and $1.36 were  outstanding but
were excluded for the  calculations  for diluted  income (loss) per share as the
effect was antidilutive.

5.  Supplemental Cash Flow Information

Interest in the amount of $18,262  has been paid during the period from  January
1, 2004 to March 31, 2006. No amounts have been paid for income taxes during the
same period.

6.  Liquidity

The  Company is a  development  stage  company and does not have  revenues  from
operations.  In  addition,  the  Company  has a deficit in working  capital  and
stockholder's equity, and has incurred sustained losses.

The Company has funded losses from operations in the current  quarter  primarily
from the issuance of debt and the sale of the Company's  restricted common stock
in private  placement  transactions,  and will require  additional  funding from
these sources to sustain its future operations. The Company anticipates that the
issuance  of debt and the sale of the  Company's  restricted  common  stock will
continue to fund operating  losses in the short-term;  however,  there can be no
assurance that it will be successful in doing so.


                                       6


                            Dauphin Technology, Inc.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



7.  Definitive Merger Agreement with GeoVax

On January 20, 2006,  Dauphin  entered into a Definitive  Agreement  and Plan of
Merger (the  "Merger")  whereby the Company's  wholly owned  subsidiary,  GeoVax
Acquisition  Corp.,  would merge with and into GeoVax.  Upon  completion  of the
Merger, GeoVax would survive the Merger as a wholly owned subsidiary of Dauphin.
GeoVax,  Inc., a Georgia  biotechnology  company,  was  established  to develop,
license  and  commercialize  the  manufacture  and  sale of human  vaccines  for
diseases  caused by HIV-1 (Human  Immunodeficiency  Virus) and other  infectious
agents.  The  Merger  shall  become  effective  upon,  among  other  things,  an
affirmative vote of approval from each companies' shareholders. If the Merger is
completed, there is no assurance that the surviving company will be economically
successful.

                                       7


                                  GEOVAX, INC.

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report F-2

Audited Financial Statements
         Balance Sheet                                                   F-3

         Statements of Operations                                        F-4

         Statements of Stockholders' Deficiency                          F-5

         Statements of Cash Flows                                        F-6

         Notes to Financial Statements                                   F-7



                                      F-1



                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Geovax, Inc.
Atlanta, Georgia


We have  audited  the  accompanying  balance  sheet of Geovax,  Inc.  (a Georgia
corporation in the  development  stage) as of December 31, 2005, and the related
statements of  operations,  stockholders'  deficiency and cash flows for the two
years then ended and for the period from  inception  (June 27, 2001) to December
31, 2005.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our audit in  accordance  with the auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provide a reasonable basis for our opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company's  recurring  losses and negative cash flows
from operations raise  substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans  concerning  these  matters  are  also
described in Note 1. The  financial  statements  do not include any  adjustments
relating to the  recoverability  and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Geovax, Inc. as of December 31,
2005,  and the  results of its  operations  and its cash flows for the two years
then ended and for the period from  inception  (June 27,  2001) to December  31,
2005, in conformity with accounting  principles generally accepted in the United
States of America.


Marietta, Georgia
February 8, 2006

                                      F-2


                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                                  BALANCE SHEET

                                                                 December 31,
                                                                     2005
                                                               -----------------
ASSETS
Current assets:
     Cash and cash equivalents                                 $     1,272,707
     Prepaid expenses and other                                        162,831
                                                               -----------------

         Total current assets                                        1,435,538

Property and equipment, net of accumulated depreciation
   of $22,882                                                           59,463

Other assets:
     Licenses, net of accumulated amortization of $59,619              189,237
     Deposits                                                              980
                                                               -----------------

         Total other assets                                            190,217
                                                               -----------------

         Total assets                                          $     1,685,218
                                                               =================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable and accrued expenses                     $       316,341
     Unearned grant revenue                                            852,905
                                                               -----------------

         Total current liabilities                                   1,169,246

Commitments

Redeemable convertible preferred stock: no par value,
  20,000,000 shares authorized;
     Series A, 5,987,520 shares issued and outstanding
     (Aggregate liquidation preference of $1,499,994)                1,016,555

Stockholders' deficiency:
     Common stock: no par value, 50,000,000 shares
       authorized; 10,548,648 shares issued and
       outstanding                                                   5,698,864
     Deficit accumulated during the development stage               (5,699,447)
                                                               -----------------
                                                                          (583)
     Stock subscription receivable for common stock                   (500,000)
                                                               -----------------

         Total stockholders' deficiency                               (500,583)
                                                               -----------------

         Total liabilities and stockholders' deficiency        $     1,685,218
                                                               =================


                       See notes to financial statements.

                                      F-3


                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS



                                                                                           From Inception
                                                                                          (June 27, 2001) to
                                                       Year ended December 31,               December 31,
                                                  ----------------------------------
                                                       2005               2004                   2005
                                                  ---------------    ---------------     ------------------
                                                                                
Revenues:
       Grant Revenue                              $     670,467      $    714,852        $     2,558,276
                                                  ---------------    ---------------     ------------------
                                                        670,467           714,852              2,558,276

Operating expenses:
       Research and development                       1,640,814         2,566,902              6,327,186
       General and administrative                       655,199           524,780              2,000,540
                                                  ---------------    ---------------     ------------------
                                                      2,296,013         3,091,682              8,327,726
                                                  ---------------    ---------------     ------------------

Loss from operations                                 (1,625,546)       (2,376,830)            (5,769,450)

Other income (expense):
       Interest income                                   16,073            25,002                 75,672
       Interest expense                                  (1,613)                -                 (5,669)
                                                  ---------------    ---------------     ------------------
                                                         14,460            25,002                 70,003
                                                  ---------------    ---------------     ------------------

Net loss and comprehensive net loss               $  (1,611,086)     $ (2,351,828)       $    (5,699,447)
                                                  ===============    ===============     ==================




                       See notes to financial statements.

                                      F-4



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY


                                                                                                    Deficit
                                                                                                  Accumulated            Total
                                                Common Stock                    Stock              during the        Stockholders'
                                       --------------------------------     Subscription          Development           Equity
                                          Shares            Amount           Receivable              Stage            (Deficiency)
                                       --------------    --------------    ----------------     ----------------    ----------------
                                                                                                     
Capital contribution at inception
  (June 27, 2001)                                 -      $         10      $           -        $            -      $            10

     Net loss and comprehensive
     net loss for the year ended
     December 31, 2001                            -                 -                  -              (170,592)            (170,592)
                                       --------------    --------------    ----------------     ----------------    ----------------

Balance at December 31, 2001                      -                10                  -              (170,592)            (170,582)

     Sale of common stock for cash
     of $.00 per share                    4,704,480               470                  -                     -                  470
     Issuance of common stock for
     technology license                   1,188,000           148,856                  -                     -              148,856
     Net loss and comprehensive
     net loss for the year
     ended December 31, 2002                      -                 -                  -              (618,137)            (618,137)
                                       --------------    --------------    ----------------     ----------------    ----------------

Balance at December 31, 2002              5,892,480           149,336                  -              (788,729)            (639,393)

     Sale of common stock for cash
     of $1.20 less issuance costs         2,072,835         2,459,609                  -                     -            2,459,609
     Net loss and comprehensive
     net loss for the year
     ended December 31, 2003                      -                 -                  -              (947,804)            (947,804)
                                       --------------    --------------    ----------------     ----------------    ----------------

Balance at December 31, 2003              7,965,315         2,608,945                  -            (1,736,533)             872,412

     Sale of common stock for cash
     and stock subscription
     receivable of $1.20 per share
     less issuance costs                  2,500,000         2,989,919         (2,750,000)                    -              239,919
     Cash payments received on
     stock subscription receivable                -                 -            750,000                     -              750,000
     Issuance of common stock for
     technology license                      83,333           100,000                  -                     -              100,000
     Net loss and comprehensive
     net loss for the year
     ended December 31, 2004                      -                 -                  -            (2,351,828)          (2,351,828)
                                       --------------    --------------    ----------------     ----------------    ----------------

Balance at December 31, 2004             10,548,648         5,698,864         (2,000,000)           (4,088,361)            (389,497)

     Cash payments received on
     stock subscription receivable                -                 -          1,500,000                                  1,500,000
     Net loss and comprehensive
     net loss for the year
     ended December 31, 2005                      -                 -                  -            (1,611,086)          (1,611,086)
                                       --------------    --------------    ----------------     ----------------    ----------------

Balance at December 31, 2005             10,548,648      $  5,698,864      $    (500,000)       $   (5,699,447)     $      (500,583)
                                       ==============    ==============    ================     ================    ================



                       See notes to financial statements.

                                      F-5


                                  GEOVAX, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF CASH FLOWS




                                                                         Year Ended December 31,              From Inception
                                                                     ---------------------------------      (June 27, 2001) to
                                                                         2005               2004             December 31, 2005
                                                                     --------------    ---------------     ----------------------
                                                                                                  
Cash flows from operating activities:
         Net loss                                                    $  (1,611,086)    $  (2,351,828)      $        (5,699,447)
         Adjustments to reconcile net loss to net cash
           used in operating activities:
              Depreciation and amortization                                 37,450            21,422                    82,501
              Accretion of preferred stock redemption value                 78,080            72,084                   288,112
              Changes in assets and liabilities:
                  Prepaid expenses and other current assets               (159,648)              889                  (162,831)
                  Deposits                                                       -                 -                      (980)
                  Accounts payable and accrued expenses                   (335,298)          428,771                   316,341
                  Unearned grant revenue                                   183,433           314,519                   852,905
                                                                     --------------    ---------------     ----------------------
                  Total adjustments                                       (195,983)          837,685                 1,376,048
                                                                     --------------    ---------------     ----------------------
              Net cash used in operating activities                     (1,807,069)       (1,514,143)               (4,323,399)

Cash flows from investing activities:
         Purchase of property and equipment                                (48,485)           (7,070)                  (82,345)
                                                                     --------------    ---------------     ----------------------
              Net cash used in investing activities                        (48,485)           (7,070)                  (82,345)

Cash flows from financing activities:
         Net proceeds from sale of common stock                          1,500,000           989,919                 4,950,008
         Net proceeds from sale of preferred stock                               -                 -                   728,443
         Proceeds from issuance of note payable                                  -                 -                   250,000
         Repayment of note payable                                               -                 -                  (250,000)
                                                                     --------------    ---------------     ----------------------
              Net cash provided by financing activities                  1,500,000           989,919                 5,678,451

Net increase (decrease) in cash and cash equivalents                      (355,554)         (531,294)                1,272,707
Cash and cash equivalents at beginning of period                         1,628,261         2,159,555                         -
                                                                     --------------    ---------------     ----------------------

Cash and cash equivalents at end of period                           $   1,272,707     $   1,628,261       $         1,272,707
                                                                     ==============    ===============     ======================

Supplemental disclosure of cash flow information:
         Interest paid                                               $       1,613     $           -       $             5,669



                       See notes to financial statements.


                                       F-6


                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

               Years Ended December 31, 2005 and 2004, and Period
              From Inception on June 27, 2001 to December 31, 2005


1.       Operations and Basis of Presentation

Geovax,  Inc. ("Geovax" or the "Company"),  an emerging  biotechnology  company,
based in Atlanta, Georgia was incorporated in Georgia on June 27, 2001 ("date of
inception").  Geovax was established to develop,  license and  commercialize the
manufacture   and  sale  of  human   vaccines  for  diseases   caused  by  Human
Immunodeficiency  Virus and other infectious agents. The Company has exclusively
licensed from Emory  University  certain  Acquired  Immune  Deficiency  Syndrome
vaccine  technology  which was  developed  in  collaboration  with the  National
Institutes of Health and the Centers for Disease Control and Prevention.

The Company's operations to date have been focused on organizational activities,
obtaining capital, recruiting personnel and conducting research and development;
therefore  the Company is  considered  to be a  developmental  stage company for
financial reporting purposes. Substantially all of the Company's products are in
research  or  various  stages of  development.  In order to  achieve  profitable
operations,  the Company must  successfully  complete  development  and clinical
testing, obtain regulatory approvals,  and achieve market acceptance.  There can
be no assurance that these efforts will be successful.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  and  commitments in the normal course of business.  The Company has
experienced  negative  cash flows from  operations  since  inception  and has an
accumulated  deficit at December 31, 2005 of  approximately  $5.7  million.  The
Company  has  funded its  activities  to date  almost  exclusively  from  equity
financings and government grants.

The Company will continue to require  substantial funds to continue research and
development,  including  preclinical  studies and clinical trials of its product
candidates,  and to commence sales and marketing  efforts,  if the United States
Food and Drug Administration ("FDA") or other regulatory approvals are obtained.
Management's plans in order to meet its operating cash flow requirements include
the Proposed Merger discussed in Note 8. Additional financing activities such as
private  placement of its common  stock,  preferred  stock  offerings,  debt and
convertible debt instruments may also be contemplated.

While the Company believes that it will be successful in obtaining the necessary
financing to fund its  operations,  there are no assurances that such additional
funding will be achieved and that it will succeed in its future operations.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  asset  amounts  or amounts of
liabilities  that might be necessary should the Company be unable to continue in
existence.


2.       Summary of Significant Accounting Policies

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses  during the reporting  period.  Actual results  inevitably
will differ from those estimates.


                                      F-7


Cash and Cash  Equivalents  - Cash and cash  equivalents  consist of cash,  bank
deposits and highly liquid investments with original  maturities of three months
or less at the date of purchase.  The recorded  values  approximate  fair market
value due to the short  maturities.  The Company's cash and cash equivalents are
on deposit at one financial institution.

Property and Equipment - Property and equipment are stated at cost. Expenditures
for  maintenance  and repairs  are  charged to  operations  as  incurred,  while
additions and improvements  are capitalized.  Depreciation is computed using the
straight-line  method over the estimated  useful lives of the assets which range
from three to five years.

Other  Assets - Other  assets  consist  principally  of license  agreements  for
technology  use obtained  through the issuance of the  Company's  common  stock.
These license agreements are amortized on a straight line basis over ten years.

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

Revenue Recognition - The Company's revenue consists of subcontracted government
grant  revenue  received  pursuant  to  collaborative  arrangements  with  Emory
University. Revenues from these collaborative research arrangements are deferred
and recorded as income as the related costs are incurred.

Research and Development - All research and development  costs,  including legal
fees and other  direct  costs  incurred in  obtaining  and  protecting  patents,
related to future and present  products are charged to  operations  as incurred.
The Company  utilizes the services of limited number of third party  consultants
and service  providers in conducting  its research and  development  activities.
These  consultants and service  providers  represent a concentration of activity
which,  if disrupted,  could have a significant  adverse impact on the Company's
operations.

Income Taxes - The Company accounts for income taxes using the liability method.
Under this method,  deferred tax assets and  liabilities  are recognized for the
estimated  future tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective tax bases.  Deferred tax assets and  liabilities  are measured
using enacted rates in effect for the year in which those temporary  differences
are expected to be  recovered  or settled.  Deferred tax assets are reduced by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

Stock-Based   Compensation  -  The  Company  has  adopted  the   disclosure-only
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting for Stock-Based Compensation,  as amended by SFAS No. 148, Accounting
for  Stock-Based  Compensation - Transition  and  Disclosure.  Accordingly,  the
Company accounts for stock-based  compensation under Accounting Principles Board
("APB")  Opinion No. 25,  Accounting for Stock issued to Employees,  and related
interpretations,  using the intrinsic  value  method.  Under APB Opinion No. 25,
compensation expense is based on the difference, if any, on the measurement date
(generally the grant date) between the fair value of the Company's stock and the
exercise price.

The  following  table  illustrates  the  effect on net loss if the  Company  had
applied the fair value recognition provisions of SFAS No. 123 to all stock-based
employee  compensation  arrangements.  The fair value of the Company's  employee
stock  options was estimated at the date of grant using a  minimum-value  option
pricing  model  with the  following  weighted-average  assumptions  for  options
granted during 2005 and 2004, respectively: risk-free interest rates of 4.0% and
3.3%,  expected  life of the option of 8.0 and 5.7 years and no dividend  yield.
Following is a  reconciliation  of net loss to pro forma net loss as if the fair
value  method had been  applied to all awards for the years ended  December  31,
2005 and 2004 and for the period from inception  (June 27, 2001) to December 31,
2005:

                                      F-8




                                                                                       From
                                                    2005             2004            Inception
                                              ----------------- ---------------- ------------------
                                                                        
Net loss, as reported                         $ (1,611,086)     $ (2,351,828)    $   (5,699,447)
Deduct stock-based compensation expense
  Determined under fair value method               (105,955)         (109,695)         (215,650)
                                              ----------------- ---------------- ------------------
Pro forma net loss                            $ (1,717,041)     $ (2,461,523)    $   (5,915,097)
                                              ================= ================ ==================


The Company accounts for equity instruments issued to nonemployees in accordance
with the  provisions  of SFAS No. 123 and  Emerging  Issues Task Force  ("EITF")
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling Goods or Services, which
require  that such  equity  instruments  be  recorded at their fair value on the
measurement  date. The  measurement of  stock-based  compensation  is subject to
periodic  adjustment as the  underlying  equity  instruments  vest.  Nonemployee
stock-based  compensation  charges are  amortized  over the vesting  period on a
straight-line basis.

New  Accounting  Pronouncements  - In December 2004, the FASB issued SFAS No.123
(revised 2004),  Share-Based  Payment.  Statement 123(R) provides  investors and
other users of financial  statements  with more  complete and neutral  financial
information  by requiring  that the  compensation  cost relating to  share-based
payment  transactions be recognized in financial  statements.  That cost will be
measured based on the fair value of the equity or liability  instruments issued.
Statement  123(R) covers a wide range of share-based  compensation  arrangements
including share options, restricted share plans, performance-based awards, share
appreciation  rights,  and  employee  share  purchase  plans.  Statement  123(R)
replaces FASB Statement No. 123,  Accounting for Stock-Based  Compensation,  and
supersedes  APB  Opinion  No.  25,  Accounting  for Stock  Issued to  Employees.
Statement  123,  as  originally  issued in 1995,  established  as  preferable  a
fair-value-based  method of accounting for share-based payment transactions with
employees.  However,  that Statement permitted entities the option of continuing
to apply  the  guidance  in APB  Opinion  No.  25, as long as the  footnotes  to
financial  statements  disclosed  what  net  income  would  have  been  had  the
preferable  fair-value-based method been used. Public entities (other than those
filing as small business  issuers) will be required to apply Statement 123(R) as
of the first interim or annual reporting period that begins after June 15, 2005.
Small  business  issuers  will be required to apply  Statement  123(R) as of the
first interim or annual  reporting  period that begins after  December 15, 2005.
The Company will apply Statement 123(R)  beginning  January 1, 2006, and expects
that this new  pronouncement  will have a  significant  impact on its results of
operations.

In May  2005,  the FASB  issued  SFAS No.  154,  Accounting  changes  and  Error
Corrections, which replaces APB Opinion No. 20, Accounting Changes, and SFAS No.
3, Reporting  Accounting  Changes in Interim Financial  Statements.  SFAS No.154
applies  to  all  voluntary  changes  in  accounting   principles  and  requires
retrospective  application to prior periods' financial statements,  unless it is
impracticable  to determine  the effect of a change.  It also applies to changes
required  by  an  accounting   pronouncement  that  does  not  include  specific
transition  provisions.  S FAS No. 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  Company  does not  expect  that the  adoption  of SFAS No.  154 will have a
material impact on its financial condition or results of operations.

3.       License Agreements

During 2002, the Company entered into a license  agreement with Emory University
(the "Emory License"),  a related party, for technology  required in conjunction
with certain products under development by the Company in exchange for 1,188,000
shares of the  Company's  common stock valued at $148,856  (based on recent cash
sales  of  $.125  per  share).  The  Emory  License,   among  other  contractual
obligations,  requires payments based on milestone achievements, as defined, and
sales by the Company.  The agreement requires minimum annual royalty payments of
$3 million in the third year following  product launch increasing to $12 million
in the sixth year and  maintenance  fees of $100,000 per year  beginning in 2006
increasing to $750,000 per year by 2008 and every year thereafter. Additionally,


                                      F-9


prior patent  costs in the amount of $274,783  are payable to Emory  University,
one half of which is due when  capital  raised  is equal to $5  million  and the
remainder is due when capital raised equals $12 million. The Company reached the
first  threshold  of $5 million in  December  2005,  and  fulfilled  its payment
obligation to Emory  University  in January  2006,  which amount was accrued and
reflected on the  accompanying  Balance Sheet at December 31, 2005.  The Company
may terminate the Emory License on three months' written  notice.  In any event,
the Emory  License  expires  on the date of the  latest  expiration  date of the
underlying patents.

The Company is obligated to reimburse Emory University for certain ongoing costs
in  connection   with  the  filing,   prosecution   and  maintenance  of  patent
applications subject to the Emory License. Such reimbursements to Emory amounted
to $96,938, $58,711 and $272,843 for the years ended December 31, 2005 and 2004,
and for the  period  from  inception  (June  27,  2001) to  December  31,  2005,
respectively.

Geovax also entered into an additional license agreement during 2004 in exchange
for 83,333  shares of its common stock values at $100,000  (based on recent cash
sales of $1.20 per share).

4.       Lease Commitment

The Company leases the office and laboratory space used for its operations under
a lease agreement on a month-to-month  basis from a related party.  Rent expense
amounted to $27,444,  $25,488 and $84,701 for the years ended  December 31, 2005
and 2004,  and for the period from  inception  (June 27,  2001) to December  31,
2005, respectively.

5.       Income Taxes

At December  31,  2005,  the Company has  federal  net  operating  loss  ("NOL")
carryforwards  of approximately  $5,417,000,  available to offset against future
taxable income,  subject to certain limitations,  that expire in varying amounts
beginning  in 2022 through  2025.  Additionally,  the Company has  approximately
$202,000 in research and development  ("R&D") tax credits that expire  beginning
in 2022  through  2025 unless  utilized  earlier.  Section  382 of the  Internal
Revenue Code contains  provisions  that may limit the utilization of NOL and R&D
tax credit carryforwards in any given year as a result of significant changes in
ownership  interests that may have occurred or may occur in future  periods.  No
income taxes have been paid to date.

Deferred  income taxes reflect the net effect of temporary  differences  between
the carrying amounts of assets and liabilities for financial  reporting purposes
and the amounts  used for income tax  purposes.  Significant  components  of the
Company's deferred tax assets and liabilities included the following at December
31, 2005:

Deferred tax assets:
         Net operating loss carryforward                            $2,058,324
         Research and development credit carryforward                  202,422
         Other                                                               -
                                                                  -------------
         Total deferred tax assets                                   2,260,746

Deferred tax liabilities:
         Depreciation                                                    3,520
                                                                  -------------
         Total deferred tax liabilities                                  3,520
                                                                  -------------

Net deferred tax assets                                              2,257,226
Valuation allowance                                                 (2,257,226)
                                                                  -------------
                                                                  $          -
                                                                  =============


                                      F-10


The Company has  established a full valuation  allowance  equal to the amount of
its  deferred  tax asset owing to  uncertainties  with respect to its ability to
generate sufficient taxable income in the future.

The Company's  effective tax rate varies from the statutory  rate as follows for
the year ended December 31, 2005:

Federal benefit at statutory tax rate                           (34.0)%
State taxes, net of federal benefit                              (4.0)
Permanent differences                                            13.0
Research and development credits                                (12.0)
Valuation allowance                                              37.0
                                                           ---------------
Effective income tax rate                                         0.0%
                                                           ===============

6.       Redeemable Convertible Preferred Stock

Under its Restated  Certificate of  Incorporation,  the Company is authorized to
issue, in series,  up to 20,000,000  shares of preferred stock. In December 2001
and  February  2002,  the  Company  issued   4,191,264  and  1,796,256   shares,
respectively,  of Series A Redeemable  Convertible  Preferred Stock ("Series A")
for  $.125  per  share.  Series  A  shares  have  many  significant  rights  and
privileges,  some of which,  but not all,  are  described  herein.  Beginning in
August 2010,  the Company has an obligation  to redeem,  upon the request of the
holders of at least 66% of the then  outstanding  Series A shares,  up to 50% of
the Series A shares then held by such  holders.  Beginning in August  2012,  the
Company's  repurchase  obligation increases to a maximum of 100% of the Series A
shares  held by the  requesting  shareholders.  In  each  case,  the  per  share
redemption  price  to be  paid  by the  Company  would  be  $0.2705616  plus  an
additional amount equal to any dividends  declared but unpaid on such shares. In
addition,  holders  of  Series  A  shares  are also  entitled  to a  liquidation
preference  of  $0.25052  per  share  plus an  additional  amount  equal  to any
dividends  declared  but  unpaid  on each  such  shares  upon  any  liquidation,
dissolution  or winding up of the  Company,  any sale of  substantially  all the
assets  of  the  Company  or  the  transfer  of 50%  or  more  of the  Company's
outstanding voting securities, with such liquidation preference to be paid prior
to any  payment to holders of common  stock.  The holders of Series A shares are
entitled to receive,  if and when declared,  preferential  cash dividends at the
rate of  $0.0100208  per share per year before  payment of any  dividends on the
Company's  common  stock  with  certain  preferential  cash  dividends  becoming
cumulative  after August 2010.  As of December 31, 2005,  no dividends  had been
declared.  The holders of Series A shares,  voting as a separate group, have the
right to elect two members of the Company's Board of Directors.  Series A shares
are convertible at any time on a share-for-share basis into the Company's common
stock and are automatically converted in the event of an initial public offering
of the Company's  common stock of at least $10 million.  The conversion rate may
be adjusted on the occurrence of certain events.

7.       Stockholders' Equity (Deficiency)

Common Stock Transactions
-------------------------

In March  2004,  the  Company  sold  2,500,000  shares of its  common  stock for
$3,000,000,  of which $250,000 was paid in cash and $2,750,000 of which was paid
through the issuance of an installment  subscription note collateralized by such
shares. As of December 31, 2005,  $500,000 of the stated  installments under the
subscription note remain due and unpaid.

Stock Option Plan
-----------------

In 2002, the Board of Directors of the Company adopted the 2002 Stock Option and
Incentive Plan (the "Plan") under which options  designated as either  incentive
("ISO") or  nonqualified  stock  options may be issued to  employees,  officers,
directors,  consultants and independent contractors of the Company. The exercise
price for any option granted may not be less than fair value (110% of fair value
for ISOs granted to certain  employees)  and may be exercised for a period of up
to ten years from the date of grant. Options granted under the plan have vesting
periods  ranging  from  immediately  to four years.  The  Company  has  reserved
1,650,000 shares of common stock for issuance under the Plan.

                                      F-11


Activity under the Plan is shown below.

                                       Number of                       Weighted
                                        Shares        Exercise          Average
                                         Under       Price per         Exercise
                                        Option         Share             Price
                                      ----------     ----------        ---------
Outstanding at December 31, 2001           --                  --           --
     Granted                          300,000    $           1.32    $    1.32
     Exercised                             --                  --           --
     Canceled                              --                  --           --
                                     --------    ----------------    ----------
Outstanding at December 31, 2002      300,000                1.32         1.32
     Granted                               --                  --           --
     Exercised                             --                  --           --
     Cancelled                             --                  --           --
                                     --------    ----------------    ----------
Outstanding at December 31, 2003      300,000                1.32         1.32
     Granted                          913,000         1.20 - 1.32         1.24
     Exercised                             --                  --           --
     Cancelled                             --                  --           --
                                     --------    ----------------    ----------
Outstanding at December 31, 2004    1,213,000    $    1.20 - 1.32    $    1.26
     Granted                           10.000                1.20         1.20
     Exercised                             --                  --           --
     Cancelled                        (6,000)                1.20         1.20
                                     --------    ----------------    ----------
Outstanding at December 31, 2005    1,217,000    $    1.20 - 1.32    $    1.26
                                     --------    ----------------    ----------


The following table summarizes additional  information  concerning the Company's
stock options outstanding and exercisable as of December 31, 2005:



                              Options Outstanding                                        Options Exercisable
--------------------------------------------------------------------------------- -----------------------------------
                                                   Weighted          Weighted                             Weighted
                                                    Average           Average                             Average
       Range of                                    Remaining         Exercise                             Exercise
    Exercise Prices              Number          Life (years)          Price           Number              Price
------------------------    -----------------    --------------    -------------- -----------------     -------------
                                                                                              
   $1.20 - 1.32                1,217,000              4.12             $1.26            927,000              $1.26


Warrants
--------

The Company  granted in October  2002,  in  connection  with a note payable to a
related  party,  a warrant to  purchase  up to 132,000  shares of the  Company's
common stock for $.125 per share. The warrant expires in October 2012.

8.       Proposed Merger

In April  2005,  the  Company  signed a letter of intent to merge  with  Dauphin
Technology, Inc. ("Dauphin"), a publicly traded company with no current business
operations.  In January 2006,  Geovax and Dauphin  entered into an Agreement and
Plan of Merger (the "Merger Agreement").

According to the Merger Agreement,  Dauphin's  wholly-owned  subsidiary,  Geovax
Acquisition  Corp.,  would merge with and into Geovax.  Geovax would survive the
merger as a wholly-owned subsidiary of Dauphin and Dauphin would change its name
to Geovax Labs, Inc. (the "Proposed Merger"). All of the shares of Geovax issued
and  outstanding  immediately  prior to closing of the  Proposed  Merger will be

                                      F-12


converted  into an  aggregate of  490,332,879  shares of Dauphin  common  stock.
Immediately  after closing of the Proposed  Merger,  there will be approximately
733,332,879  shares of Dauphin  common  stock issued and  outstanding,  of which
approximately 67% will be held by the former shareholders of Geovax.

The Proposed  Merger is subject to Dauphin having $13 million in net cash assets
at closing,  and is also subject to  customary  closing  conditions,  including,
among  other  things,  approval  by the  shareholders  of  Geovax  and  Dauphin,
satisfactory  completion of due diligence by both parties,  confirmation  of the
parties' respective representations and warranties, elimination of substantially
all of Dauphin's  outstanding  liabilities  and  compliance  with all applicable
legal requirements.  In addition,  prior to closing, Dauphin must become current
in its  reporting  obligations  under the  Securities  Exchange Act of 1934,  as
amended.  The Company  anticipates  completing  the Proposed  Merger  during the
second quarter of 2006.


                                      F-13



                                  GEOVAX, INC.

                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report                                            F-2

Audited Financial Statements
         Balance Sheet                                                  F-3

         Statements of Operations                                       F-4

         Statements of Stockholders' Deficiency                         F-5

         Statements of Cash Flows                                       F-6

         Notes to Financial Statements                                  F-7









                                      F-1



                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Geovax, Inc.
Atlanta, Georgia


We have  audited  the  accompanying  balance  sheet of Geovax,  Inc.  (a Georgia
corporation in the  development  stage) as of December 31, 2004, and the related
statements of  operations,  stockholders'  deficiency and cash flows for the two
years then ended and for the period from  inception  (June 27, 2001) to December
31, 2004.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our audit in  accordance  with the auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Geovax, Inc. as of December 31,
2004,  and the  results of its  operations  and its cash flows for the two years
then ended and for the period from  inception  (June 27,  2001) to December  31,
2004, in conformity with accounting  principles generally accepted in the United
States of America.


Marietta, Georgia
May 6, 2005



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                                  BALANCE SHEET

                                                                   December 31,
                                                                      2004
                                                               -----------------
ASSETS
Current assets:
     Cash and cash equivalents                                 $      1,628,261
     Prepaid expenses                                                    3,183
                                                               -----------------

         Total current assets                                         1,631,444

Property and equipment, net of accumulated
  depreciation of $10,319                                                23,541

Other assets:
     Licenses, net of accumulated amortization of $34,732               214,124
     Other assets                                                           980
                                                               -----------------

         Total other assets                                             215,104
                                                               -----------------

         Total assets                                          $      1,870,089
                                                               =================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable and accrued expenses                     $        651,639
     Unearned grant revenue                                             669,472
                                                               -----------------

         Total current liabilities                                    1,321,111

Commitments

Redeemable convertible preferred stock: no par value,
     20,000,000 shares authorized;
     Series A, 5,987,520 shares issued and outstanding
     (Aggregate liquidation preference of $1,499,994)                   938,475

Stockholders' deficiency:
     Common stock: no par value, 50,000,000 shares
         authorized; 10,548,648 shares issued and
         outstanding                                                  5,698,864
     Deficit accumulated during the development stage                (4,088,361)
                                                               -----------------
                                                                      1,610,503
     Stock subscription receivable for common stock                  (2,000,000)
                                                               -----------------

         Total stockholders' deficiency                                (389,497)
                                                               -----------------

         Total liabilities and stockholders' deficiency        $      1,870,089
                                                               =================


                       See notes to financial statements.

                                       F-3


                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS


                                                                From Inception
                                       Year ended December 31,  (June 27, 2001)
                                   ----------------------------  to December 31,
                                        2004            2003         2004
                                   -------------- ------------- ---------------
Revenues:
       Grant Revenue               $     714,852  $    992,720  $    1,887,809
                                   -------------- ------------- ---------------
                                         714,852       992,720       1,887,809

Operating expenses:
       Research and development        2,566,902     1,456,084       4,686,372
       General and administrative        524,780       511,940       1,345,341
                                   -------------- ------------- ---------------
                                       3,091,682     1,968,024       6,031,713
                                   -------------- ------------- ---------------

Loss from operations                  (2,376,830)     (975,304)     (4,143,904)

Other income (expense):
       Interest income                    25,002        31,556          59,599
       Interest expense                        -        (4,056)         (4,056)
                                   -------------- ------------- ---------------
                                          25,002        27,500          55,543
                                   -------------- ------------- ---------------

Net loss and comprehensive
  net loss                         $  (2,351,828) $   (947,804) $   (4,088,361)
                                   ============== ============= ===============



                       See notes to financial statements.


                                      F-4





                                                       GEOVAX, INC.
                                             (A DEVELOPMENT-STAGE ENTERPRISE)
                                          STATEMENTS OF STOCKHOLDERS' DEFICIENCY



                                                                                           Deficit
                                                                                         Accumulated          Total
                                                Common Stock              Stock           during the        Stockholders'
                                         --------------------------    Subscription       Development         Equity
                                           Shares          Amount       Receivable          Stage          (Deficiency)
                                         -----------    -----------    ------------     -------------      --------------
                                                                                           
Capital contribution at
  inception (June 27, 2001)                        -    $        10     $         -    $          -        $          10

  Net loss for the year
    ended December 31, 2001                        -              -               -        (170,592)            (170,592)
                                         -----------   ------------    ------------    ------------        -------------
Balance at December 31, 2001                       -             10               -        (170,592)            (170,582)

  Sale of common stock for
    cash of $.00 per share                 4,704,480            470               -               -                  470

  Issuance of common stock
    for technology license                 1,188,000        148,856               -               -              148,856

  Net loss for the year
    ended December 31, 2002                        -              -               -        (618,137)            (618,137)
                                         -----------   ------------    ------------    ------------        -------------

Balance at December 31, 2002               5,892,480        149,336               -        (788,729)            (639,393)
  Sale of common stock for
    cash of $1.20 less
    issuance costs                         2,072,835      2,459,609               -               -            2,459,609

  Net loss for the year
    ended December 31, 2003                        -              -               -        (947,804)            (947,804)
                                         -----------   ------------    ------------    ------------        -------------

Balance at December 31, 2003               7,965,315      2,608,945               -      (1,736,533)             872,412

  Sale of common stock for
    cash and stock subscription
    receivable of $1.20 per
    share less issuance costs              2,500,000      2,989,919      (2,750,000)              -              239,919

  Cash payments received on
    stock subscription receivable                  -              -         750,000               -              750,000

  Issuance of common stock
    for technology license                    83,333        100,000               -               -              100,000

  Net loss for the year ended
    December 31, 2004                              -              -               -      (2,351,828)          (2,351,828)
                                         -----------   ------------    ------------    ------------        -------------

Balance at December 31, 2004              10,548,648   $  5,698,864    $ (2,000,000)   $ (4,088,361)       $    (389,497)
                                         ===========   ============    ============    ============        =============



                                                            F-5





                                                          GEOVAX, INC.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                    STATEMENTS OF CASH FLOWS


                                                                         Year Ended December 31,              From Inception
                                                                     -------------------------------        (June 27, 2001) to
                                                                         2004               2003             December 31, 2004
                                                                     -------------     -------------       -------------------
                                                                                                  
Cash flows from operating activities:
         Net loss                                                    $  (2,351,828)    $    (947,804)      $        (4,088,361)
         Adjustments to reconcile net loss to net cash
           used in operating activities:
              Depreciation and amortization                                 21,422            17,968                    45,052
              Accretion of preferred stock redemption value                 72,084            66,547                   210,032

              Changes in assets and liabilities:
                  Prepaid expenses                                             889            10,315                    (3,183)
                  Deposits                                                       -                 -                      (980)
                  Accounts payable and accrued expenses                    428,771           182,055                   651,638
                  Unearned grant revenue                                   314,519           435,190                   669,472
                                                                     -------------     -------------       -------------------
                  Total adjustments                                        837,685           712,075                 1,572,031
                                                                     -------------     -------------       -------------------
              Net cash used in operating activities                     (1,514,143)         (235,729)               (2,516,330)

Cash flows from investing activities:
         Purchase of property and equipment                                 (7,070)          (22,757)                  (33,860)
                                                                     -------------     -------------       -------------------
              Net cash used in investing activities                         (7,070)          (22,757)                  (33,860)

Cash flows from financing activities:
         Net proceeds from sale of common stock                            989,919         2,459,609                 3,450,008
         Net proceeds from sale of preferred stock                               -                 -                   728,443
         Proceeds from issuance of note payable                                  -                 -                   250,000
         Repayment of note payable                                               -          (250,000)                 (250,000)
                                                                     -------------     -------------       -------------------
              Net cash provided by financing activities                    989,919         2,209,609                 4,178,451

Net increase (decrease) in cash and cash equivalents                      (531,294)        1,951,123                 1,628,261
Cash and cash equivalents at beginning of period                         2,159,555           208,432                         -
                                                                     -------------     -------------       -------------------

Cash and cash equivalents at end of period                           $   1,628,261     $   2,159,555       $         1,628,261
                                                                     =============     =============       ===================

Supplemental disclosure of cash flow information:
         Interest paid                                               $           -     $       4,056       $             4,056


                                               See notes to financial statements.


                                                              F-6



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

               Years Ended December 31, 2004 and 2003, and Period
              From Inception on June 27, 2001 to December 31, 2004


1.       Operations and Basis of Presentation

Geovax,  Inc. ("Geovax" or the "Company"),  an emerging  biotechnology  company,
based in Atlanta, Georgia was incorporated in Georgia on June 27, 2001 ("date of
inception").  Geovax was established to develop,  license and  commercialize the
manufacture   and  sale  of  human   vaccines  for  diseases   caused  by  Human
Immunodeficiency  Virus and other infectious agents. The Company has exclusively
licensed from Emory  University  certain  Acquired  Immune  Deficiency  Syndrome
vaccine  technology  which was  developed  in  collaboration  with the  National
Institutes of Health and the Centers for Disease Control and Prevention.

The Company's operations to date have been focused on organizational activities,
obtaining capital, recruiting personnel and conducting research and development;
therefore  the Company is  considered  to be a  developmental  stage company for
financial reporting purposes. Substantially all of the Company's products are in
research  or  various  stages of  development.  In order to  achieve  profitable
operations,  the Company must  successfully  complete  development  and clinical
testing, obtain regulatory approvals,  and achieve market acceptance.  There can
be no assurance that these efforts will be successful.


2.       Summary of Significant Accounting Policies

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses  during the reporting  period.  Actual results  inevitably
will differ from those estimates.

Cash and Cash  Equivalents  - Cash and cash  equivalents  consist of cash,  bank
deposits and highly liquid investments with original  maturities of three months
or less at the date of purchase.  The recorded  values  approximate  fair market
value due to the short  maturities.  The Company's cash and cash equivalents are
on deposit at one financial institution.

Property and Equipment - Property and equipment are stated at cost. Expenditures
for  maintenance  and repairs  are  charged to  operations  as  incurred,  while
additions and improvements  are capitalized.  Depreciation is computed using the
straight-line  method over the estimated  useful lives of the assets which range
from three to five years.

Other  Assets - Other  assets  consist  principally  of license  agreements  for
technology  use obtained  through the issuance of the  Company's  common  stock.
These license agreements are amortized on a straight line basis over ten years.

Long-Lived  Assets -  Long-lived  assets are reviewed  for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a  comparison  of the  carrying  amount of the  assets to the future net cash
flows  expected to be generated by the assets.  If such assets are considered to

                                      F-7



2.       Summary of Significant Accounting Policies (continued)

be impaired,  the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets.

Revenue Recognition - The Company's revenue consists of subcontracted government
grant  revenue  received  pursuant  to  collaborative  arrangements  with  Emory
University. Revenues from these collaborative research arrangements are deferred
and recorded as income as the related costs are incurred.

Research and Development - All research and development  costs,  including legal
fees and other  direct  costs  incurred in  obtaining  and  protecting  patents,
related to future and present products are charged to operations as incurred.

Income Taxes - The Company accounts for income taxes using the liability method.
Under this method,  deferred tax assets and  liabilities  are recognized for the
estimated  future tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their  respective tax bases.  Deferred tax assets and  liabilities  are measured
using enacted rates in effect for the year in which those temporary  differences
are expected to be  recovered  or settled.  Deferred tax assets are reduced by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

Stock-Based   Compensation  -  The  Company  has  adopted  the   disclosure-only
provisions  of  Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
Accounting for Stock-Based Compensation,  as amended by SFAS No. 148, Accounting
for  Stock-Based  Compensation - Transition  and  Disclosure.  Accordingly,  the
Company accounts for stock-based  compensation under Accounting Principles Board
("APB")  Opinion No. 25,  Accounting for Stock issued to Employees,  and related
interpretations,  using the intrinsic  value  method.  Under APB Opinion No. 25,
compensation expense is based on the difference, if any, on the measurement date
(generally the grant date) between the fair value of the Company's stock and the
exercise price.

The  following  table  illustrates  the  effect on net loss if the  Company  had
applied the fair value recognition provisions of SFAS No. 123 to all stock-based
employee  compensation  arrangements.  The fair value of the Company's  employee
stock  options was estimated at the date of grant using a  minimum-value  option
pricing  model  with  the  following  weighted-average   assumptions  for  2004:
risk-free interest rate of 3.3%, expected life of the option of 5.7 years and no
dividend yield.  Following is a reconciliation of net loss to pro forma net loss
as if the fair value  method had been  applied to all awards for the years ended
December 31, 2004 and 2003 and for the period from inception  (June 27, 2001) to
December 31, 2004:

                                                                        From
                                    2004             2003            Inception
                              ----------------- ---------------- ---------------
Net loss, as reported         $ (2,351,828)     $ (947,804)      $   (4,088,361)
Deduct stock-based
  compensation expense
  Determined under fair
  value method                    (109,695)                -          (109,695)
                              ----------------- ---------------- ---------------
Pro forma net loss            $ (2,461,523)     $ (947,804)      $   (4,198,056)
                              ================= ================ ===============

The Company accounts for equity instruments issued to nonemployees in accordance
with the  provisions  of SFAS No. 123 and  Emerging  Issues Task Force  ("EITF")
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling Goods or Services, which
require  that such  equity  instruments  be  recorded at their fair value on the
measurement  date. The  measurement of  stock-based  compensation  is subject to
periodic  adjustment as the  underlying  equity  instruments  vest.  Nonemployee
stock-based  compensation  charges are  amortized  over the vesting  period on a
straight-line basis.

New  Accounting  Pronouncements  - In May 2003,  the FASB  issued  SFAS No. 150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of both
Liabilities  and Equity,  effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the


                                      F-8



2.       Summary of Significant Accounting Policies (continued)

first interim period  beginning after June 15, 2003. This Statement  establishes
standards  for  how  an  issuer   classifies  and  measures  certain   financial
instruments with  characteristics  of both  liabilities and equity.  It requires
that an issuer classify a freestanding  financial  instrument that is within its
scope  as a  liability  (or an  asset  in some  circumstances).  Many  of  those
instruments were previously classified as equity. Some of the provisions of this
Statement are  consistent  with the current  definition of  liabilities  in FASB
Concepts  Statement  No. 6,  Elements of Financial  Statements.  The Company has
implemented  this  pronouncement  and has  concluded  that the  adoption  has no
material impact to the financial statements.

In  December  2004,  the FASB issued SFAS  No.123  (revised  2004),  Share-Based
Payment.  Statement  123(R)  provides  investors  and other  users of  financial
statements  with more complete and neutral  financial  information  by requiring
that the  compensation  cost relating to  share-based  payment  transactions  be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability  instruments issued.  Statement 123(R) covers a
wide range of share-based  compensation  arrangements  including  share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  and  supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. Statement 123, as originally issued in
1995,  established  as preferable a  fair-value-based  method of accounting  for
share-based  payment  transactions  with  employees.   However,  that  Statement
permitted entities the option of continuing to apply the guidance in APB Opinion
No. 25, as long as the  footnotes to  financial  statements  disclosed  what net
income  would have been had the  preferable  fair-value-based  method been used.
Public  entities  (other than those filing as small  business  issuers)  will be
required to apply Statement  123(R) as of the first interim or annual  reporting
period that begins after June 15, 2005.  Small business issuers will be required
to apply  Statement  123(R) as of the first interim or annual  reporting  period
that begins  after  December  15, 2005.  The Company has not yet  evaluated  the
impact of the adoption of SFAS 123(R), or whether the impact will be significant
to the Company's overall results of operations or financial position.


3.       License Agreements

During 2002, the Company entered into a license  agreement with Emory University
(the "Emory License"),  a related party, for technology  required in conjunction
with certain products under development by the Company in exchange for 1,188,000
shares of the  Company's  common stock valued at $148,856  (based on recent cash
sales  of  $.125  per  share).  The  Emory  License,   among  other  contractual
obligations,  requires payments based on milestone achievements, as defined, and
sales by the Company.  The agreement requires minimum annual royalty payments of
$3 million in the third year following  product launch increasing to $12 million
in the sixth year and  maintenance  fees of $100,000 per year  beginning in 2006
increasing to $750,000 per year by 2008 and every year thereafter. Additionally,
prior patent  costs in the amount of $274,783  are payable to Emory  University,
one half of which is due when  capital  raised  is equal to $5  million  and the
remainder  is due when  capital  raised  equals $12  million.  The  Company  may
terminate the Emory License on three months' written notice.  In any event,  the
Emory  License  expires  on  the  date  of the  latest  expiration  date  of the
underlying patents.

The Company is obligated to reimburse Emory University for certain ongoing costs
in  connection   with  the  filing,   prosecution   and  maintenance  of  patent
applications subject to the Emory License. Such reimbursements to Emory amounted
to $58,711,  $118,194  and  $176,905  for the years ended  December 31, 2004 and
2003,  and for the period from  inception  (June 27, 2001) to December 31, 2004,
respectively.  As of December  31,  2004,  amounts owed to Emory for patent cost
reimbursements amounted to $31,573, which is accrued in the accompanying Balance
Sheet.


                                      F-9


3.       License Agreements (continued)

Geovax also entered into an additional license agreement during 2004 in exchange
for 83,333  shares of its common stock values at $100,000  (based on recent cash
sales of $1.20 per share).


4.       Lease Commitment

The Company leases the office and laboratory space used for its operations under
a lease agreement on a month-to-month  basis from a related party.  Rent expense
amounted to $25,488,  $17,069 and $57,257 for the years ended  December 31, 2004
and 2003,  and for the period from  inception  (June 27,  2001) to December  31,
2004, respectively.


5.       Income Taxes

At December  31,  2004,  the Company has  federal  net  operating  loss  ("NOL")
carryforwards  of approximately  $3,880,000,  available to offset against future
taxable income,  subject to certain limitations,  that expire in varying amounts
beginning  in 2022 through  2024.  Additionally,  the Company has  approximately
$128,000 in research and development  ("R&D") tax credits that expire  beginning
in 2022  through  2024 unless  utilized  earlier.  Section  382 of the  Internal
Revenue Code contains  provisions  that may limit the utilization of NOL and R&D
tax credit carryforwards in any given year as a result of significant changes in
ownership  interests that may have occurred or may occur in future  periods.  No
income taxes have been paid to date.

Deferred  income taxes reflect the net effect of temporary  differences  between
the carrying amounts of assets and liabilities for financial  reporting purposes
and the amounts  used for income tax  purposes.  Significant  components  of the
Company's deferred tax assets and liabilities included the following at December
31, 2004:

Deferred tax assets:
         Net operating loss carryforward                          $  1,474,422
         Research and development credit carryforward                  127,786
         Other                                                               -
                                                                  -------------
         Total deferred tax assets                                   1,602,208

Deferred tax liabilities:
         Depreciation                                                    1,653
                                                                  -------------
         Total deferred tax liabilities                                  1,653
                                                                  -------------

Net deferred tax assets                                              1,600,555
Valuation allowance                                                 (1,600,555)
                                                                  -------------
                                                                  $          -
                                                                  =============

The Company has  established a full valuation  allowance  equal to the amount of
its  deferred  tax asset owing to  uncertainties  with respect to its ability to
generate sufficient taxable income in the future.


                                      F-10


5.       Income Taxes (continued)

The Company's  effective tax rate varies from the statutory  rate as follows for
the year ended December 31, 2004:

Federal benefit at statutory tax rate                                   (34.0)%
State taxes, net of federal benefit                                      (4.0)
Permanent differences                                                     1.8
Research and development credits                                         (3.1)
Valuation allowance                                                      39.3
                                                                   ------------
Effective income tax rate                                                 0.0%
                                                                   ============


6.       Redeemable Convertible Preferred Stock

Under its Restated  Certificate of  Incorporation,  the Company is authorized to
issue, in series,  up to 20,000,000  shares of preferred stock. In December 2001
and  February  2002,  the  Company  issued   4,191,264  and  1,796,256   shares,
respectively,  of Series A Redeemable  Convertible  Preferred Stock ("Series A")
for  $.125  per  share.  Series  A  shares  have  many  significant  rights  and
privileges,  some of which,  but not all,  are  described  herein.  Beginning in
August 2010,  the Company has an obligation  to redeem,  upon the request of the
holders of at least 66% of the then  outstanding  Series A shares,  up to 50% of
the Series A shares then held by such  holders.  Beginning in August  2012,  the
Company's  repurchase  obligation increases to a maximum of 100% of the Series A
shares  held by the  requesting  shareholders.  In  each  case,  the  per  share
redemption  price  to be  paid  by the  Company  would  be  $0.2705616  plus  an
additional amount equal to any dividends  declared but unpaid on such shares. In
addition,  holders  of  Series  A  shares  are also  entitled  to a  liquidation
preference  of  $0.25052  per  share  plus an  additional  amount  equal  to any
dividends  declared  but  unpaid  on each  such  shares  upon  any  liquidation,
dissolution  or winding up of the  Company,  any sale of  substantially  all the
assets  of  the  Company  or  the  transfer  of 50%  or  more  of the  Company's
outstanding voting securities, with such liquidation preference to be paid prior
to any  payment to holders of common  stock.  The holders of Series A shares are
entitled to receive,  if and when declared,  preferential  cash dividends at the
rate of  $0.0100208  per share per year before  payment of any  dividends on the
Company's  common  stock  with  certain  preferential  cash  dividends  becoming
cumulative  after August 2010.  As of December 31, 2004,  no dividends  had been
declared.  The holders of Series A shares,  voting as a separate group, have the
right to elect two members of the Company's Board of Directors.  Series A shares
are convertible at any time on a share-for-share basis into the Company's common
stock and are automatically converted in the event of an initial public offering
of the Company's  common stock of at least $10 million.  The conversion rate may
be adjusted on the occurrence of certain events.


7.       Stockholders' Equity (Deficiency)

Common Stock Transactions
-------------------------

In March  2004,  the  Company  sold  2,500,000  shares of its  common  stock for
$3,000,000,  of which $250,000 was paid in cash and $2,750,000 of which was paid
through the issuance of an installment  subscription note collateralized by such
shares. As of December 31, 2004, $2,000,000 of the stated installments under the
subscription note remain due and unpaid.

Stock Option Plan
-----------------

In 2002, the Board of Directors of the Company adopted the 2002 Stock Option and
Incentive Plan (the "Plan") under which options  designated as either  incentive
("ISO") or  nonqualified  stock  options may be issued to  employees,  officers,
directors,  consultants and independent contractors of the Company. The exercise
price for any option granted may not be less than fair value (110% of fair value
for ISOs granted to certain  employees)  and may be exercised for a period of up


                                      F-11


7.       Stockholders' Equity (Deficiency) (continued)

to ten years from the date of grant. Options granted under the plan have vesting
periods  ranging  from  immediately  to four years.  The  Company  has  reserved
1,650,000 shares of common stock for issuance under the Plan.

Activity under the Plan is shown below.

                                       Number of                        Weighted
                                        Shares           Exercise        Average
                                         Under           Price per      Exercise
                                        Option             Share          Price
                                       ---------    --------------    ----------
Outstanding at December 31, 2001              --                --          --
     Granted                             300,000    $         1.32    $   1.32
     Exercised                                --                --          --
     Canceled                                 --                --          --
                                       ---------    --------------    ----------
Outstanding at December 31, 2002         300,000              1.32        1.32
     Granted                                  --                --          --
     Exercised                                --                --          --
     Cancelled                                --                --          --
                                       ---------    --------------    ----------
Outstanding at December 31, 2003         300,000              1.32        1.32
     Granted                             913,000       1.20 - 1.32        1.24
     Exercised                                --                --          --
     Cancelled                                --                --          --
                                       ---------    --------------    ----------
Outstanding at December 31, 2004       1,213,000    $  1.20 - 1.32    $   1.26
                                       =========    ==============    ==========

The following table summarizes additional  information  concerning the Company's
stock options outstanding and exercisable as of December 31, 2004:

            Options Outstanding                            Options Exercisable
-----------------------------------------------------   ------------------------
                                 Weighted    Weighted                  Weighted
                                  Average     Average                  Average
   Range of                     Remaining   Exercise                  Exercise
Exercise Prices    Number     Life (years)    Price      Number        Price
---------------   ---------   ------------  ---------    -------      ----------
$1.20 - 1.32      1,213,000        5.12       $1.26      635,000        $1.28


Warrants
--------

The Company  granted in October  2002,  in  connection  with a note payable to a
related  party,  a warrant to  purchase  up to 132,000  shares of the  Company's
common stock for $.125 per share. The warrant expires in October 2012.


8.       Subsequent Events

In April  2005,  the Company  signed a letter of intent to merge (the  "Proposed
Merger") with a public company.  Subsequent to the Proposed Merger,  Geovax will
be the surviving  entity.  The stockholders of Geovax will own approximately 70%
of the merged entities.  The Company anticipates  completing the Proposed Merger
during the fourth quarter of 2005.




                                      F-12



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                                 BALANCE SHEETS




                                                                                     March 31,         December 31,
                                                                                       2006                2005
                                                                                 ------------------  -----------------
ASSETS                                                                              (Unaudited)
Current assets:
                                                                                               
     Cash and cash equivalents                                                   $       652,718     $     1,272,707
     Prepaid expenses and other                                                          202,273             162,831
                                                                                 ------------------  -----------------

         Total current assets                                                            854,991           1,435,538

Property and equipment, net of accumulated depreciation of $27,198
     and $22,882 at March 31, 2006 and December 31, 2005                                  56,989              59,463

Other assets:
     Licenses, net of accumulated amortization of $65,840 at

        March 31, 2006 and $59,619 at December 31, 2005                                  183,016             189,237
     Deposits                                                                                980                 980
                                                                                 ------------------  -----------------

         Total other assets                                                              183,996             190,217
                                                                                 ------------------  -----------------

         Total assets                                                            $     1,095,976     $     1,685,218
                                                                                 ==================  =================


LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable and accrued expenses                                       $        48,784     $       316,341
     Unearned grant revenue                                                              852,905             852,905
                                                                                 ------------------  -----------------

         Total current liabilities                                                       901,689           1,169,246

Commitments

Redeemable convertible preferred stock; no par value, 20,000,000 shares
     authorized; Series A, 5,987,520 shares issued and outstanding
     (Aggregate liquidation preference $1,499,994)                                     1,036,076           1,016,555

Stockholders' deficiency:
     Common stock, no par value, 50,000,000 shares authorized;
         10,548,648 shares outstanding at March 31, 2006
         and December 31, 2005                                                         5,790,514           5,698,864
     Deficit accumulated during the development stage                                 (6,132,303)         (5,699,447)
                                                                                 ------------------  -----------------
                                                                                        (341,789)               (583)
     Stock subscription receivable for common stock                                     (500,000)           (500,000)
                                                                                 ------------------  -----------------

         Total stockholders' deficiency                                                 (841,789)           (500,583)
                                                                                 ------------------  -----------------

         Total liabilities and stockholders' deficiency                          $     1,095,976     $     1,685,218
                                                                                 ==================  =================



                             See accompanying notes.



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)





                                                           Three Months Ended               From Inception
                                                               March 31,                  (June 27, 2001) to
                                                   ----------------------------------          March 31,
                                                        2006               2005                  2006
                                                   ---------------    ---------------     --------------------
                                                                                 
Revenues:
       Grant Revenue                               $           -      $    165,327        $         2,558,276
                                                   --------------- -- ---------------     --------------------
                                                               -           165,327                  2,558,276

Operating expenses:
       Research and development                          291,056           356,116                  6,618,242
       General and administrative                        151,647           116,696                  2,152,187
                                                   ---------------    ---------------     --------------------
                                                         442,703           472,812                  8,770,429
                                                   ---------------    ---------------     --------------------

Loss from operations                                    (442,703)         (307,485)                (6,212,153)

Other income (expense):
       Interest income                                     9,847             4,674                     85,519
       Interest expense                                        -                 -                     (5,669)
                                                   ---------------    ---------------     --------------------
                                                           9,847             4,674                     79,850
                                                   ---------------    ---------------     --------------------

Net loss and comprehensive net loss                $    (432,856)     $   (302,811)       $        (6,132,303)
                                                   ===============    ===============     ====================

Basic and diluted:
       Loss per common share                       $       (0.04)     $      (0.03)       $             (0.70)
                                                   ===============    ===============     ====================
       Weighted average shares outstanding            10,548,648        10,548,648                  8,816,024
                                                   ===============    ===============     ====================





                             See accompanying notes.



                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY




                                                                                              Deficit
                                                                                             Accumulated          Total
                                                     Common Stock              Stock          during the      Stockholders'
                                            ----------------------------    Subscription      Development         Equity
                                               Shares         Amount         Receivable          Stage          (Deficiency)
                                            -------------- -------------   ---------------- ----------------  ----------------
                                                                                               
Capital contribution at inception
(June 27, 2001)                                        -   $         10    $           -    $            -    $            10

     Net loss and comprehensive
     net loss for the year ended
     December 31, 2001                                 -              -                -          (170,592)          (170,592)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at December 31, 2001                           -             10                -          (170,592)          (170,582)

     Sale of common stock for
     cash of $.00 per share                    4,704,480            470                -                 -                470
     Issuance of common stock for
     technology license                        1,188,000        148,856                -                 -            148,856
     Net loss and comprehensive net
     loss for the year ended
     December 31, 2002                                 -              -                -          (618,137)          (618,137)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at December 31, 2002                   5,892,480        149,336                -          (788,729)          (639,393)

     Sale of common stock for cash
     of $1.20 less issuance costs              2,072,835      2,459,609                -                 -          2,459,609
     Net loss and comprehensive net
     loss for the year ended December
     31, 2003                                          -              -                -          (947,804)          (947,804)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at December 31, 2003                   7,965,315      2,608,945                -        (1,736,533)           872,412

     Sale of common stock for cash
     and stock subscription receivable
     of $1.20 per share less issuance
     costs                                     2,500,000      2,989,919       (2,750,000)                -            239,919
     Cash payments received on stock
     subscription receivable                           -              -          750,000                 -            750,000
     Issuance of common stock for
     technology license                           83,333        100,000                -                 -            100,000
     Net loss and comprehensive net
     loss for the year ended December
     31, 2004                                          -              -                -        (2,351,828)        (2,351,828)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at December 31, 2004                  10,548,648      5,698,864       (2,000,000)       (4,088,361)          (389,497)

     Cash payments received on stock
     subscription receivable                           -              -        1,500,000                            1,500,000
     Net loss and comprehensive net
     loss for the year ended December
     31, 2005                                          -              -                -        (1,611,086)        (1,611,086)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at December 31, 2005                  10,548,648      5,698,864         (500,000)       (5,699,447)          (500,583)

     Share-based compensation expense                            91,650                                                91,650
     Net loss and comprehensive net
     loss for the three months ended
     December 31, 2006 (unaudited)                     -              -                -          (432,856)          (432,856)
                                            -------------- -------------   ---------------- ----------------  ----------------
Balance at March 31, 2006 (unaudited)         10,548,648   $  5,790,514    $    (500,000)   $   (6,132,303)   $      (841,789)
                                            ============== =============   ================ ================  ================


                             See accompanying notes.




                                  GEOVAX, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)



                                                                            Three Months Ended
                                                                                March 31,                     From Inception
                                                                     ---------------------------------      (June 27, 2001) to
                                                                         2006               2005              March 31, 2006
                                                                     --------------    ---------------     ----------------------
                                                                                                  
Cash flows from operating activities:
         Net loss                                                    $    (432,856)    $    (302,811)      $        (6,132,303)
         Adjustments to reconcile net loss to net cash
           used in operating activities:
              Depreciation and amortization                                 10,537             7,582                    93,038
              Accretion of preferred stock redemption value                 19,521            19,520                   307,633
              Share-based compensation expense                              91,650                 -                    91,650
              Changes in assets and liabilities:
                  Prepaid expenses and other current assets                (39,442)           (9,149)                 (202,273)
                  Deposits                                                       -                 -                      (980)
                  Accounts payable and accrued expenses                   (267,557)         (392,442)                   48,784
                  Unearned grant revenue                                         -          (165,327)                  852,905
                                                                     --------------    ---------------     ----------------------
                  Total adjustments                                       (185,291)         (539,816)                1,190,757
                                                                     --------------    ---------------     ----------------------
              Net cash used in operating activities                       (618,147)         (842,627)               (4,941,546)

Cash flows from investing activities:
         Purchase of property and equipment                                 (1,842)          (40,350)                  (84,187)
                                                                     --------------    ---------------     ----------------------
              Net cash used in investing activities                         (1,842)          (40,350)                  (84,187)

Cash flows from financing activities:
         Net proceeds from sale of common stock                                  -                 -                 4,950,008
         Net proceeds from sale of preferred stock                               -                 -                   728,443
         Proceeds from issuance of note payable                                  -                 -                   250,000
         Repayment of note payable                                               -                 -                  (250,000)
                                                                     --------------    ---------------     ----------------------
              Net cash provided by financing activities                          -                 -                 5,678,451

Net increase (decrease) in cash and cash equivalents                      (619,989)         (882,977)                  652,718
Cash and cash equivalents at beginning of period                         1,272,707         1,628,261                         -
                                                                     --------------    ---------------     ----------------------

Cash and cash equivalents at end of period                           $     652,718     $     745,284       $           652,718
                                                                     ==============    ===============     ======================

Supplemental disclosure of cash flow information:
         Interest paid                                               $           -     $           -       $             5,669



                             See accompanying notes.


                                  GEOVAX, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                 March 31, 2006


1.       Description of Company and Basis of Presentation

Geovax,  Inc. ("Geovax" or the "Company"),  an emerging  biotechnology  company,
based in Atlanta, Georgia was incorporated in Georgia on June 27, 2001 ("date of
inception").  Geovax was established to develop,  license and  commercialize the
manufacture   and  sale  of  human   vaccines  for  diseases   caused  by  Human
Immunodeficiency  Virus and other infectious agents. The Company has exclusively
licensed from Emory  University  certain  Acquired  Immune  Deficiency  Syndrome
vaccine  technology  which was  developed  in  collaboration  with the  National
Institutes of Health and the Centers for Disease Control and Prevention.

The Company's operations to date have been focused on organizational activities,
obtaining capital, recruiting personnel and conducting research and development;
therefore  the Company is  considered  to be a  developmental  stage company for
financial reporting purposes. Substantially all of the Company's products are in
research  or  various  stages of  development.  In order to  achieve  profitable
operations,  the Company must  successfully  complete  development  and clinical
testing, obtain regulatory approvals,  and achieve market acceptance.  There can
be no assurance that these efforts will be successful.

The accompanying condensed financial statements as of March 31, 2006 and for the
three-month  periods ended March 31, 2006 and 2005 have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. The Company has
experienced  negative  cash flows from  operations  since  inception  and has an
accumulated deficit at March 31, 2006 of approximately $6.1 million. The Company
has funded its activities to date almost  exclusively from equity financings and
government grants.

The Company will continue to require  substantial funds to continue research and
development,  including  preclinical  studies and clinical trials of its product
candidates,  and to commence sales and marketing  efforts,  if the United States
Food and Drug Administration ("FDA") or other regulatory approvals are obtained.
Management's plans in order to meet its operating cash flow requirements include
the Proposed Merger discussed in Note 3. Additional financing activities such as
private  placement of its common  stock,  preferred  stock  offerings,  debt and
convertible debt instruments may also be contemplated.

While the Company believes that it will be successful in obtaining the necessary
financing to fund its  operations,  there are no assurances that such additional
funding will be achieved and that it will succeed in its future operations.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  asset  amounts  or amounts of
liabilities  that might be necessary should the Company be unable to continue in
existence.

The accompanying condensed financial statements as of March 31, 2006 and for the
three-month periods ended March 31, 2006 and 2005 are unaudited, but include all
adjustments,  consisting  of  normal  recurring  entries,  which  the  Company's
management  believes  to be  necessary  for a fair  presentation  of the periods
presented.  Interim results are not necessarily indicative of results for a full
year. The condensed financial  statements should be read in conjunction with the
Company's  audited  financial  statements as of December 31, 2005. The Company's
operating  results  will  fluctuate  for  the  foreseeable  future.   Therefore,
period-to-period  comparisons  should not be relied  upon as  predictive  of the
results in future periods.

2.       Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No.123 (revised 2004),  Share-Based  Payment,  which requires
the  measurement  and  recognition of  compensation  expense for all share-based
payments made to employees and directors  based on estimated  fair values on the
grant date.  SFAS No. 123R replaces  SFAS No. 123,  Accounting  for  Stock-Based
Compensation, and supersedes Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees.


The Company has adopted SFAS No. 123R using the modified prospective application
method  which  requires  the  Company  to record  compensation  cost  related to
unvested  stock awards as of December 31, 2005 by  recognizing  the  unamortized
grant date fair value of those awards over the remaining service periods with no
change in historical  reported earnings.  Awards granted after December 31, 2005
are valued at fair value in accordance  with the provisions of SFAS No. 123R and
recognized on a straight line basis over the service periods of each award.  The
Company did not grant or modify any  share-based  compensation  during the three
months ended March 31, 2006.

Prior to January 1, 2006,  the Company  accounted for  stock-based  compensation
using the  intrinsic  value  method in  accordance  with APB  Opinion No. 25 and
applied the  disclosure  provisions of SFAS No. 123, as amended by SFAS No. 148,
Accounting for Stock-Based Compensation and Disclosure.  Under those provisions,
the Company  provided  pro forma  disclosures  as if the fair value  measurement
provisions of SFAS No. 123 had been used in  determining  compensation  expense.
The Company used a minimum value option-pricing model to determine the pro forma
impact on the Company's net income.  This model  utilizes  certain  information,
such as the interest rate on a risk-free security maturing generally at the same
time as the option being valued and requires certain other assumptions,  such as
the expected amount of time an option will be outstanding  until it is exercised
or expired, to calculate the fair value of stock options granted.

As a result of adopting  SFAS No. 123R,  the  Company's net income for the three
months ended March 31, 2006 is $91,650 lower than if it had continued to account
for share-based  compensation under APB Opinion No. 25. The impact on both basic
and diluted  earnings  per share for the three  months  ended March 31, 2006 was
$(0.01) per share.

The  following  table shows the pro forma  effect on net income and earnings per
share for the three months ended March 31, 2005,  and the period from  inception
(June 27,  2001)  through  March 31, 2006 as if the Company had applied the fair
value recognition  provisions of SFAS No. 123R to measure  share-based  employee
compensation prior to January 1, 2006:



                                                                              Period from Inception
                                                     Three Months Ended         (June 27, 2001) to
                                                       March 31, 2005             March 31, 2006
                                                  ------------------------- ---------------------------
                                                                      
Net loss, as reported                             $        (302,811)        $         (6,132,303)
Deduct stock-based compensation expense
  determined under the fair value method                   (104,010)                    (215,650)
                                                  ------------------------- ---------------------------
Pro forma net loss                                $        (406,821)        $         (6,347,953)
                                                  ========================= ===========================
Pro forma basic and diluted loss per share        $           (0.04)        $              (0.72)
                                                  ========================= ===========================



3.       Proposed Merger

In April  2005,  the  Company  signed a letter of intent to merge  with  Dauphin
Technology, Inc. ("Dauphin"), a publicly traded company with no current business
operations.  In January 2006,  Geovax and Dauphin  entered into an Agreement and
Plan of Merger (the "Merger Agreement").

In June 2006,  Geovax and Dauphin  executed an amendment to the Merger Agreement
(the  "Merger  Amendment"),  which  reduced  the  amount of net cash  Dauphin is
required  to have as a  condition  of closing  from $13  million to $2  million.
Dauphin is required to use its best  efforts to raise the balance of $11 million
within 90 days after completion of the merger.

According  to  the  Merger  Agreement,   as  amended,   Dauphin's   wholly-owned
subsidiary,  Geovax Acquisition Corp., would merge with and into Geovax.  Geovax
would  survive the merger as a  wholly-owned  subsidiary  of Dauphin and Dauphin
would change its name to Geovax Labs, Inc. (the "Proposed  Merger").  All of the
shares of Geovax  issued  and  outstanding  immediately  prior to closing of the


Proposed  Merger will be converted  into an aggregate of  490,332,879  shares of
Dauphin common stock. Immediately after closing of the Proposed Merger, assuming
issuance of $2,000,000 of equity-based  securities by Dauphin  immediately prior
to the closing,  the Company  estimates that  approximately  70% of the combined
company will be held by the former shareholders of Geovax.

The Proposed Merger is subject to customary closing conditions, including, among
other things,  approval by the shareholders of Geovax and Dauphin,  satisfactory
completion  of due  diligence  by both  parties,  confirmation  of the  parties'
respective  representations and warranties,  elimination of substantially all of
Dauphin's  outstanding  liabilities  and compliance  with all  applicable  legal
requirements.  In addition, prior to closing, Dauphin must become current in its
reporting obligations under the Securities Exchange Act of 1934, as amended. The
Company  anticipates  completing the Proposed Merger during the third quarter of
2006.




                            DAUPHIN TECHNOLOGY, INC.
                          UNAUDITED PRO FORMA COMBINED
                              FINANCIAL STATEMENTS


The  accompanying  unaudited pro forma  combined  balance sheet  aggregates  the
balance sheets of Dauphin Technology, Inc. (an Illinois corporation) ("Dauphin")
and of Geovax, Inc. (a Georgia corporation) ("Geovax") as of March 31, 2006. The
accompanying unaudited pro forma combined statements of operations aggregate the
statements  of operations of Dauphin and Geovax for the three months ended March
31, 2006 and for the year ended December 31, 2005.

The accompanying  unaudited pro forma financial  statements were prepared giving
effect to (a) a proposed  transaction  whereby  Dauphin will acquire Geovax as a
wholly-owned  subsidiary  (the  "Merger")  and (b)  the  completion  of  certain
transactions by Dauphin immediately prior to the Merger. The following pro forma
combined  balance sheet and  statements of  operations  were prepared  using the
assumptions as described in the notes and the historical  financial  information
available at March 31, 2006 and December 31, 2005, respectively.

The pro forma  adjustments  assume that these  transactions  had  occurred as of
March 31, 2006 in the case of the pro forma  combined  balance sheet and January
1, 2005 in the case of the pro forma  combined  statements of operations for the
year ended December 31, 2005 and for the three months ended June 30, 2006.

These unaudited pro forma  financial  statements and the notes thereto have been
prepared  by  management  of Geovax and should be read in  conjunction  with the
historical  financial statements and notes of Dauphin and Geovax. The historical
balances  represent  the financial  position and results of operations  for each
company and have been prepared in accordance with generally accepted  accounting
principles.  The pro forma financial statements have been prepared in accordance
with rules and regulations established by the Securities and Exchange Commission
and are based on certain  assumptions set forth in the notes to such statements.
These  statements do not purport to be  indicative of the financial  position or
results  of  operations  that  might  have  occurred,  nor are they  necessarily
indicative of future results.



                            DAUPHIN TECHNOLOGY, INC.
                        PRO FORMA COMBINED BALANCE SHEET
                                 MARCH 31, 2006
                                   (Unaudited)




                                                       Dauphin                           Pro Forma             Pro Forma
                                                   Technology, Inc.    Geovax, Inc.     Adjustments   Ref       Combined
                                                  ------------------  --------------  ---------------------  --------------
ASSETS
                                                                                                   
Current assets:
    Cash and cash equivalents                              $ 11,124       $ 652,718      $ 1,988,876  (a)      $ 2,652,718
    Prepaid expenses and other                                              202,273         (187,420) (c)           14,853
                                                  ------------------  --------------                         --------------

          Total current assets                             $ 11,124       $ 854,991                            $ 2,667,571

Property and equipment, net of
    accumulated depreciation                                      -          56,989                                 56,989

Other assets:
    Licenses, net of accumulated amortization                     -         183,016                                183,016
    Deposits                                                      -             980                                    980
                                                  ------------------  --------------                         --------------

          Total other assets                                      -         183,996                                183,996
                                                  ------------------  --------------  ---------------        --------------

                                                           $ 11,124     $ 1,095,976      $ 1,801,456           $ 2,908,556
                                                  ==================  ==============  ===============        ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Accounts payable and accrued expenses                 $ 613,504        $ 48,784       $ (613,504) (a)         $ 48,784
    Unearned grant revenue                                        -         852,905                                852,905
    Short-term borrowings                                   163,215               -         (163,215) (a)                -
    Current portion of long-term debt                        13,515               -          (13,515) (a)                -
    Derivative liability                                  1,136,409               -       (1,136,409) (a)                -
    Convertible debentures                                  950,000               -         (950,000) (a)                -
    Convertible loans                                     3,091,978               -       (3,091,978) (a)                -
                                                  ------------------  --------------                         --------------

          Total current liabilities                     $ 5,968,621       $ 901,689                              $ 901,689

Redeemable convertible preferred stock                            -       1,036,076       (1,036,076)                    -

Stockholders' deficit:
    Preferred stock                                         100,000               -         (100,000) (a)                -
    Common Stock                                             99,569       5,698,864          106,764  (a)          696,666
                                                                                            (206,333) (b)
                                                                                          (5,002,198) (c)

    Additional paid-in capital                           65,619,652               -        7,950,733  (a)        7,850,854
                                                                                         (73,570,385) (b)
                                                                                           2,000,000  (b)
                                                                                           5,850,854  (c)

    Deficit accumulated during development stage        (71,776,718)     (6,040,653)      71,776,718  (b)       (6,040,653)

                                                  ------------------  --------------                         --------------
                                                         (5,957,497)       (341,789)                             2,506,867

    Stock subscription receivable                                 -        (500,000)                              (500,000)

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

          Total stockholders' equity (deficit)           (5,957,497)       (841,789)                             2,006,867
                                                  ------------------  --------------  ---------------        --------------

                                                           $ 11,124     $ 1,095,976      $ 1,801,456           $ 2,908,556
                                                  ==================  ==============  ===============        ==============




              See Notes to Pro Forma Combined Financial Statements




                            DAUPHIN TECHNOLOGY, INC.
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                        THREE MONTHS ENDED MARCH 31, 2006
                                   (Unaudited)




                                                 Dauphin                                 Pro Forma                 Pro Forma
                                            Technology, Inc.       Geovax, Inc.         Adjustments    Ref         Combined
                                           -------------------  -------------------  -----------------------  -------------------
                                                                                                         
Revenues:
    Grant Revenue                                  $        -          $         -                                    $        -
                                           -------------------  -------------------                           -------------------
                                                            -                    -                                             -

Operating Expenses:
    Research and development                                -              291,056                                       291,056
    General and administrative expenses               319,157              151,647            (19,521) (e)               451,283
                                           -------------------  -------------------                           -------------------
                                                      319,157              442,703                                       742,339
                                           -------------------  -------------------                           -------------------

Loss from operations                                 (319,157)            (442,703)                                     (742,339)

Other income (expense):
    Interest income                                         -                9,847                                         9,847
    Interest expense                                  (17,897)                   -             17,897  (d)                     -
    Derivative gain                                    94,749                    -            (94,749) (d)                     -
                                           -------------------  -------------------                           -------------------
                                                       76,852                9,847                                         9,847
                                           -------------------  -------------------  -----------------        -------------------

Net loss and comprehensive net loss                $ (242,305)         $  (432,856)           (96,373)                $ (732,492)
                                           ===================  ===================  =================        ===================

Net loss per share, basic and diluted              $    (0.00)         $     (0.04)                                   $    (0.00)
                                           ===================  ===================                           ===================

Weighted average number of shares
    outstanding, basic and diluted                 99,569,000           10,548,648        623,215,231  (c)           733,332,879
                                           ===================  ===================  =================        ===================




              See Notes to Pro Forma Combined Financial Statements




                            DAUPHIN TECHNOLOGY, INC.
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2005
                                   (Unaudited)




                                                 Dauphin                                 Pro Forma                 Pro Forma
                                            Technology, Inc.       Geovax, Inc.         Adjustments    Ref         Combined
                                           -------------------  -------------------  -----------------------  -------------------
                                                                                                      
Revenues:
    Grant Revenue                               $           -       $      670,467                                $      670,467
                                           -------------------  -------------------                           -------------------
                                                            -              670,467                                       670,467

Operating Expenses:
    Research and development                                -            1,640,814                                     1,640,814
    General and administrative expenses               875,811              655,199            (78,081) (e)             1,452,929
                                           -------------------  -------------------                           -------------------
                                                      875,811            2,296,013                                     3,093,743
                                           -------------------  -------------------                           -------------------

Loss from operations                                 (875,811)          (1,625,546)                                   (2,423,276)

Other income (expense):
    Interest income                                         -               16,073                                        16,073
    Interest expense                                  (62,130)              (1,613)            62,130  (d)                (1,613)
    Derivative loss                                  (470,593)                   -            470,593  (d)                     -
                                           -------------------  -------------------                           -------------------
                                                     (532,723)              14,460                                        14,460
                                            -------------------  -------------------  -----------------        -------------------

Net loss and comprehensive net loss             $  (1,408,534)      $   (1,611,086)       $   454,642             $   (2,408,816)
                                           ===================  ===================  =================        ===================

Net loss per share, basic and diluted           $       (0.01)      $        (0.15)                               $        (0.00)
                                           ===================  ===================                           ===================

Weighted average number of shares
    outstanding, basic and diluted                 99,266,000           10,548,648        623,518,231  (c)           733,332,879
                                           ===================  ===================  =================        ===================




              See Notes to Pro Forma Combined Financial Statements




                            DAUPHIN TECHNOLOGY, INC.
                 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
                              FINANCIAL STATEMENTS


1.       Description & Accounting Treatment

         On January 20, 2006,  Dauphin and Geovax  entered into an Agreement and
         Plan of Merger (the "Merger  Agreement") by and among  Dauphin,  Geovax
         and Geovax  Acquisition,  Inc.  ("Merger  Sub"), a Georgia  corporation
         which is a  wholly-owned  subsidiary  of Dauphin.  Upon  closing of the
         merger  transaction   contemplated  under  the  Merger  Agreement  (the
         "Merger"),  Merger Sub will be merged with and into Geovax,  and Geovax
         will  survive as a  wholly-owned  subsidiary  of Dauphin.  In addition,
         pursuant to the terms and conditions of the Merger Agreement:

         o    All of the  shares of Geovax  issued and  outstanding  immediately
              prior to the  closing  of the  Merger  will be  converted  into an
              aggregate of 490,332,879 shares of Dauphin common stock.

         o    Immediately after closing of the Merger, and assuming the issuance
              of $2 million of  equity-based  securities by Dauphin  immediately
              prior  to the  Merger,  there  will be  approximately  696,666,212
              shares of Dauphin  common stock issued and  outstanding,  of which
              approximately  70%  will  be held by the  former  shareholders  of
              GeoVax.

         Since  the   shareholders   of  Geovax  will  become  the   controlling
         shareholders of Dauphin after this transaction,  Geovax will be treated
         as the acquirer  for  accounting  purposes.  The Merger is treated as a
         reverse acquisition and as a recapitalization of Geovax.


2.       Pro Forma Adjustments

         a)   As a condition to the closing of the Merger, Dauphin must (i) have
              net cash assets of not less than $2,000,000 and  substantially  no
              liabilities;  (ii)  have  all  of its  Series  A  Preferred  Stock
              converted into common stock.. These adjustments reflect completion
              of these  pre-Merger  transactions  by  Dauphin,  and assume  full
              conversion of any equity-based  convertible  securities  issued by
              Dauphin to satisfy the net cash assets requirement

         b)   Elimination of Dauphin's equity accounts.

         c)   Recapitalization of Geovax.

         d)   Removal   of  Other   Income/Expense   associated   with   Dauphin
              liabilities  assumed  to be  eliminated  at the  beginning  of the
              respective periods.

         e)   Removal of accretion  expense  associated  with Geovax  Redeemable
              Convertible  Preferred  Stock assumed to be converted  into Common
              Stock at the beginning of the respective periods.
















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