UNITED STATES
 **SECURITIES
            AND EXCHANGE COMMISSION**
 **WASHINGTON
            D.C. 20549**
 
 **FORM
            10-QSB**
 
  **{x} QUARTERLY
            REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
            1934**
  **For
            the quarterly period endedSeptember 30, 2005**
  **{
            } TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE
            ACT OF 1934**
 (No
            Fee
            Required)
 
 For
            the
            transition period from ________________ to
  Commission
            file number 333-102629
 -----------------------------------
 
 **Dyadic
            International, Inc.**
 (Exact
            name of small business issuer as specified in its charter)
 
 ****
 **Delaware**
                  **45-0486747**(State
                      or other jurisdiction of incorporation or
                      organization)
                  (I.R.S.
                      Employer Identification No.)**140 Intracoastal
                    Pointe
                    Drive, Suite 404, Jupiter, Florida**
                  **33477**(Address
                      of principal executive offices)
                  (Zip
                      Code)
 
 
 
 **(561)
            743-8333**
 (Issuer’s
            telephone number)
 
 Check
            whether the issuer (1) filed all reports required to be filed by Section 13
            or
            15(d) of the Exchange Act during the past 12 months (or for such
            shorter
 period
            that the registrant was required to file such reports), and (2) has been subject
            to such filing requirements for the past 90 days. Yes { x } No { }
 
 Indicate
            by check mark whether the registrant is a shell company (as defined in
            Rule
            12b-2 of the Exchange Act): Yes
            { };
            No {X}
 
 As
            of
            November 11, 2005, there were 22,551,405 shares of registrant’s common stock
            outstanding, par value $.001 (including 300,300 shares held in
            escrow).
 
 Transitional
            Small Business Disclosure Format (Check One): Yes { }; No {X}
 
 
 
 
 
 
 
 
 
 ***Table
                of
                Contents***
 
  
 **TABLE
            OF CONTENTS**
 
 
 
 **PART
            I.               FINANCIAL
            INFORMATION**       **PAGE NUMBER**
 
 Item
                    1.   Condensed Consolidated Financial Statements
                    (Unaudited)Condensed Consolidated Balance Sheet - September
                    30,
                    2005
                  3Condensed Consolidated Statements of Operations
                    -
                    Three-Months and Nine-Months ended September 30, 2005 and
                    2004
                  4Condensed Consolidated Statements of Cash Flows
                    -
                    Nine-Months ended September 30, 2005 and 2004
                  5Notes to Condensed Consolidated Financial
                    Statements
                  6Item
                    2.  Management's Discussion and
                    Analysis or Plan of Operation
                  17Item
                    3.   Controls and
                    Procedures
                  29
 
 **PART
            II.             
            OTHER INFORMATION**
  Item
                      6.   Exhibits
                    29Signatures
                    30
  
 
 
 
 
 
 
 
 
 
 2
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 ***Table
                of
                Contents***
  **PART
            I. FINANCIAL INFORMATION**
 ***Item
            1. Financial Statements (Unaudited)***
 
 
 **Dyadic
            International, Inc.**
 **Condensed
            Consolidated Balance Sheet**
 **September
            30, 2005**
 **(Unaudited)**
 
 **Assets****Current
                      assets:**Cash
                      and cash equivalents
                  
                  $
                  13,772,049Restricted
                      cash
                  
                  
                  34,658Accounts
                      receivable, net of allowance for uncollectible accounts of
                      $542,259
                  
                  
                  2,634,365Inventory
                  
                  
                  5,193,051Prepaid
                      expenses and other current assets
                  
                  
                  557,767**Total current assets**
                  
                  
                  22,191,890Fixed
                      assets, net
                  
                  
                  1,632,262Intangible
                      assets, net
                  
                  
                  161,207Goodwill
                  
                  
                  467,821Other
                      assets
                  
                  
                  138,038**Total assets**
                  
                  $
                  24,591,218**Liabilities
                      and stockholders’ equity****Current
                      liabilities:**Accounts
                      payable
                  
                  $
                  1,529,846Accrued
                      expenses
                  
                  
                  1,542,213Accrued
                      interest payable to stockholders
                  
                  
                  67,268Current
                      portion of notes payable to stockholders
                  
                  
                  171,986Income
                      taxes payable
                  
                  
                  56,579**Total current liabilities**
                  
                  
                  3,367,892**Long-term liabilities:**Notes
                      payable to stockholders, net of current portion
                  
                  
                  3,538,893Other
                      liabilities
                  
                  
                  34,455Minority interest
                  
                  
                  134,542**Total long-term liabilities**
                  
                  
                  3,707,890**Total liabilities**
                  
                  
                  7,075,782**Stockholders’
                      equity:**Preferred
                      stock, $.0001 par value:Authorized
                      shares - 5,000,000; none issued and outstanding
                  
                  
                  --Common
                      stock, $.001 par value,Authorized
                      shares - 100,000,000; issued and outstanding - 22,251,105
                  
                  
                  22,251Additional
                      paid-in capital
                  
                  
                  49,381,339Notes
                      receivable from exercise of stock options
                  
                  
                  (462,500
                  )Accumulated
                      deficit
                  
                  
                  (31,425,654
                  )**Total stockholders’ equity**
                  
                  
                  17,515,436**Total liabilities and stockholders’
                      equity**
                  
                  $
                  24,591,218
 
 *See
            accompanying notes.*
 
 3
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 ***Table
                of
                Contents***
 
 
 
 **Dyadic
            International, Inc.**
 **Condensed
            Consolidated Statements of Operations**
 **(Unaudited)**
 
 
 
 ****
                  ****
                  **Three-Months
                      Ended**
                  ****
                  **Nine-Months
                      Ended**
                  ********
                  ****
                  **September
                      30,**
                  ****
                  **September
                      30,**
                  ********
                  ****
                  **2005**
                  ****
                  **2004**
                  ****
                  **2005**
                  ****
                  **2004**
                  ********
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ******Net
                      sales**
                  
                  $
                  4,140,145
                  
                  $
                  4,513,024
                  
                  $
                  11,862,582
                  
                  $
                  12,944,314**Cost
                      of goods sold**
                  
                  
                  3,317,956
                  
                  
                  3,496,811
                  
                  
                  9,513,604
                  
                  
                  9,818,967**Gross
                      profit**
                  
                  
                  822,189
                  
                  
                  1,016,213
                  
                  
                  2,348,978
                  
                  
                  3,125,347**Expenses:**Research
                      and development
                  
                  
                  1,067,310
                  
                  
                  975,386
                  
                  
                  3,758,528
                  
                  
                  2,683,126Selling,
                      general and administrative
                  
                  
                  2,175,244
                  
                  
                  1,226,542
                  
                  
                  6,078,836
                  
                  
                  3,279,936**Total expenses**
                  
                  
                  3,242,554
                  
                  
                  2,201,928
                  
                  
                  9,837,364
                  
                  
                  5,963,062**Loss
                      from operations**
                  
                  
                  (2,420,365
                  )
                  
                  (1,185,715
                  )
                  
                  (7,488,386
                  )
                  
                  (2,837,715
                  )**Other
                      income (expense):**Interest expense
                  
                  
                  (177,184
                  )
                  
                  (123,412
                  )
                  
                  (526,945
                  )
                  
                  (347,086
                  )Investment
                      income, net
                  
                  
                  109,232
                  
                  
                  840
                  
                  
                  132,490
                  
                  
                  2,576Minority interest
                  
                  
                  (24,805
                  )
                  
                  (20,613
                  )
                  
                  (35,376
                  )
                  
                  (67,088
                  )Foreign currency exchange (losses) gains,
                      net
                  
                  
                  (9,127
                  )
                  
                  78,509
                  
                  
                  27,354
                  
                  
                  (55,752
                  )Other income, net
                  
                  
                  5,637
                  
                  
                  7,474
                  
                  
                  1,621
                  
                  
                  17,987**Total other expense**
                  
                  
                  (96,247
                  )
                  
                  (57,202
                  )
                  
                  (400,856
                  )
                  
                  (449,363
                  )**Loss
                      before income taxes**
                  
                  
                  (2,516,612
                  )
                  
                  (1,242,917
                  )
                  
                  (7,889,242
                  )
                  
                  (3,287,078
                  )**Provision
                      for income taxes**
                  
                  
                  15,387
                  
                  
                  28,529
                  
                  
                  43,265
                  
                  
                  85,487**Net
                      loss**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  $
                  (3,372,565
                  )**Net
                      (loss) income applicable to holdersof
                      common stock**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  $
                  7,104,737Net
                      (loss) income per common share:Basic
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  0.56Diluted
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  (0.23
                  )Weighted
                      average common shares usedin
                      calculating net (loss) income pershare:Basic
                  
                  
                  22,251,105
                  
                  
                  13,453,431
                  
                  
                  22,084,352
                  
                  
                  12,794,096Diluted
                  
                  
                  22,251,105
                  
                  
                  13,453,431
                  
                  
                  22,084,352
                  
                  
                  14,754,768
 
  *See
            accompanying notes.*
 
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 **Dyadic
            International, Inc.**
 **Condensed
            Consolidated Statements of Cash Flows**
 **(Unaudited)**
 
 **Nine-Months
                      Ended September 30,****2005**
                  
                  **2004****Operating
                      activities**Net
                      loss
                  
                  $
                  (7,932,507
                  )
                  $
                  (3,372,565
                  )Adjustments
                      to reconcile net loss to net cash used in operating
                      activities:Depreciation
                      and amortization of fixed assets
                  
                  
                  385,656
                  
                  
                  365,657Amortization
                      of intangible and other assets
                  
                  
                  55,104
                  
                  
                  67,599Amortization of costs related to modification of notes payable
                      to
                      stockholder
                  
                  
                  278,352
                  
                  
                  --Minority
                      interest
                  
                  
                  35,375
                  
                  
                  67,088Provision
                      for doubtful accounts
                  
                  
                  151,716
                  
                  
                  23,000Loss
                      on disposal of fixed assets
                  
                  
                  2,448
                  
                  
                  --Stock
                      issued for consulting services
                  
                  
                  66,500
                  
                  
                  --Compensation
                      expense on non-employee stock options
                  
                  
                  50,566
                  
                  
                  252,579Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  292,001
                  
                  
                  (129,563
                  )Inventory
                  
                  
                  1,448,982
                  
                  
                  (1,434,032
                  )Prepaid
                      expenses and other current assets
                  
                  
                  268,382
                  
                  
                  (608,475
                  )Other
                      assets
                  
                  
                  41,575
                  
                  
                  (221,247
                  )Accounts
                      payable
                  
                  
                  (1,428,888
                  )
                  
                  2,015,940Accrued
                      expenses
                  
                  
                  107,835
                  
                  
                  (112,384
                  )Accrued
                      interest payable to stockholders
                  
                  
                  (40,436
                  )
                  
                  229,187Deferred
                      revenue
                  
                  
                  (75,000
                  )
                  
                  (45,756
                  )Income
                      taxes payable
                  
                  
                  43,770
                  
                  
                  82,921Other
                      liabilities
                  
                  
                  (1,358
                  )
                  
                  --Total
                      adjustments
                  
                  
                  1,682,580
                  
                  
                  552,514Net
                      cash used in operating activities
                  
                  
                  (6,249,927
                  )
                  
                  (2,820,051
                  )**Investing
                      activities**Purchases
                      of property and equipment
                  
                  
                  (356,252
                  )
                  
                  (44,436
                  )Net
                      cash used in investing activities
                  
                  
                  (356,252
                  )
                  
                  (44,436
                  )**Financing
                      activities**Repayment
                      of other notes payable
                  
                  
                  --
                  
                  
                  (6,771
                  )Repayment
                      of notes payable to stockholders
                  
                  
                  --
                  
                  
                  (104,935
                  )Payment
                      for issuance costs related to private offering
                  
                  
                  (97,764
                  )
                  
                  (37,500
                  )Proceeds
                      from sale of common stock
                  
                  
                  --
                  
                  
                  4,617,330Payment
                      for redemption of Redeemable Series A convertible preferred
                      stock
                  
                  
                  --
                  
                  
                  (1,500,000
                  )Net
                      cash (used in) provided by financing activities
                  
                  
                  (97,764
                  )
                  
                  2,968,124Net
                      (decrease) increase in cash and cash equivalents
                  
                  
                  (6,703,943
                  )
                  
                  103,637Cash
                      and cash equivalents at beginning of period
                  
                  
                  20,510,650
                  
                  
                  1,649,562Cash
                      and cash equivalents at end of period
                  
                  
                  13,806,707
                  
                  
                  1,753,199Less
                      restricted cash
                  
                  
                  (34,658
                  )
                  
                  --Unrestricted
                      cash and cash equivalents
                  
                  $
                  13,772,049
                  
                  $
                  1,753,199**Noncash
                      investing and financing activities:**Fair
                      value of common stock issued for land purchase
                  
                  $
                  861,861
                  
                  $
                  --Common
                      stock issued for deferred offering costs
                  
                  $
                  --
                  
                  $
                  107,239
 
 
 *See
            accompanying notes.*
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                Contents***
 **Dyadic
            International, Inc.**
 **Notesto
            Condensed Consolidated Financial
            Statements**
 **September
            30, 2005**
 **(Unaudited)**
 
 
 **1.
            Basis of Presentation and Summary of Significant Accounting
            Policies**
 
 *Basis
            of Presentation*
 
 The
            accompanying unaudited condensed consolidated financial statements have
            been
            prepared in accordance with accounting principles generally accepted
            in the
            United States for interim information and with the United States Securities
            and
            Exchange Commission’s (the “SEC”) instructions to Form 10-QSB and Regulation
            S-B. Accordingly, they do not include all of the information and footnotes
            required by accounting principles generally accepted in the United States
            for
            complete financial statements. In the opinion of management, all adjustments
            of
            a normal and recurring nature considered necessary for a fair presentation
            have
            been included. Operating results for the three-month and nine-month periods
            ended September 30, 2005 may not necessarily be indicative of the results
            that
            may be expected for the year ending December 31, 2005.
 
 For
            further information, refer to Dyadic International, Inc.’s (the "Company" or
            "Dyadic") audited consolidated financial statements and footnotes thereto
            included in its Annual Report on Form 10-KSB for the year ended
            December
            31, 2004, as filed with the SEC.
 
 *Merger*
  The
            Company was organized under the name CCP Worldwide, Inc., as a Delaware
            corporation on September 23, 2002. On October 29, 2004, we completed a
            merger (the "Merger") of our newly created and wholly owned subsidiary,
            CCP
            Acquisition Corp., a Florida corporation, with and into a Florida corporation
            formerly known as Dyadic International, Inc., which was the surviving
            corporation of the Merger and became our wholly owned subsidiary. Following
            the
            Merger, our new subsidiary changed its name to Dyadic International (USA),
            Inc.
            (“Dyadic-Florida”) from Dyadic International, Inc., and the Company’s name was
            changed to Dyadic International, Inc. from CCP Worldwide, Inc.
 
 Concurrently,
            the officers and directors of the Florida corporation formerly known
            as Dyadic
            International, Inc. became the officers and directors of the merged and
            reorganized entity. A total of 12,580,895 shares of common stock were
            exchanged
            in the Merger, on a one-for-one basis, including the 300,300 shares placed
            in
            escrow related to a research and development agreement. The Company's
            pre-Merger
            obligations to contingently issue common shares in accordance with a
            real estate
            acquisition agreement, employee stock options, nonemployee stock options
            and
            warrants and convertible debt instruments were also assumed.
  The
            Company has recorded the Merger as the issuance of stock for the net
            monetary
            assets of CCP Worldwide, Inc. (which were nil), accompanied by a
            recapitalization. This accounting is identical to that resulting from
            a reverse
            acquisition, except that no goodwill or other intangible assets were
            recorded. A
            total of 1,653,138 shares of common stock, representing the aggregate
            number of
            shares held by stockholders of CCP Worldwide, Inc. immediately prior
            to the
            Merger, have been retroactively reflected as outstanding for all periods
            presented in the accompanying condensed consolidated financial statements.
            Additionally, the accompanying condensed consolidated financial statements
            retroactively reflect the authorized capital stock of CCP Worldwide,
            Inc. and
            the resultant change from no par to $0.001 par value on the Company's
            common
            stock.
  Immediately
            prior to the Merger, CCP Worldwide, Inc. disposed of its only operating
            subsidiary as part of a Split-off Agreement among CCP Worldwide, Inc.,
            its
            wholly owned subsidiary, the Company and a former member of the board
            of
            directors of CCP Worldwide, Inc.
 
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  As
            a
            result of the Merger and the Split-off Agreement, the only business operations
            following the Merger of Dyadic International, Inc., formerly CCP Worldwide,
            Inc., are the operations of the Company.
 
 *Historical
            Results of Operations*
 
 The
            Company has incurred losses from operations during the last several years,
            which
            have resulted in an accumulated deficit of approximately $31.4 million
            as of
            September 30, 2005. The Company has attributed these operating results,
            among
            other things, to negative trends in the textile enzymes sector, utilization
            of
            funds for acquiring and developing assets, including but not limited
            to
            intellectual property and proprietary technology, expansion of its operations,
            establishment of new affiliates, and increased research and development
            spending. In order to advance its science and to develop new products,
            the
            Company has continued to incur discretionary research and development
            expenditures in 2005. The Company believes that there will be sufficient
            capital
            to fund its operations and meet its obligations through year end 2006,
            based on
            current sales volumes. The rate at which the Company has
            used
            cash to fund its operations in the first two quarters of 2005 has decreased
            significantly during the third quarter of 2005. This reduction is primarily
            due
            to the decrease in its ongoing costs of being a public company and from
            the
            one-time benefit of an inventory management plan, which allowed it to
            adjust
            spending and utilize its existing inventory more efficiently. The
            Company anticipates that its usage of cash to fund operations during
            the fourth
            quarter of 2005 and into 2006, will remain lower than that of the first
            half of
            2005, however, because the effect of the inventory management plan is
            a one-time
            benefit, an increase is expected over third quarter usage.The Company
            has established a number of flexible partnerships in the areas of manufacturing
            and research and development, enabling it to adjust spending in those
            areas as
            necessary, to achieve the objectives of its business plan, and manage
            both its
            resources and cash utilization rate. There can be no assurance, however,
            that
            the Company will maintain decreased cash outflows as a result of these
            factors,
            or maintain them in the timeframe outlined. It is possible that the Company
            will
            seek additional financing within this timeframe. The Company has historically
            funded losses from operations with proceeds from external borrowings,
            borrowings
            from its stockholders, and sales of preferred and common equity securities.
            Additional funds may be raised through public or private financings,
            collaborative relationships, licensing or selling of certain technologies
            or
            other arrangements. Additional funding, if sought, may not be available
            at all,
            or may not be available on terms favorable to the Company. Further,
            any
            additional equity financing may be dilutive to stockholders, and debt
            financing,
            if available, may involve restrictive covenants. Failure to raise capital
            when
            needed may harm our business and operating results.
 
 *Recent
            Accounting Pronouncements*
 
 In
            May
            2005, the
            Financial Accounting Standards Board (FASB) issued
            Statement of Financial Accounting Standards (SFAS) No. 154, *Accounting
            Changes and Error Corrections-a replacement of APB Opinion No. 20 and
            FASB
            Statement No. 3* (SFAS
            154).  This Statement replaces APB Opinion No. 20, *Accounting
            Changes* ,
            and
            SFAS No. 3, *Reporting
            Accounting Changes in Interim Financial Statements* ,
            and
            changes the requirements for the accounting for and reporting of a change
            in
            accounting principle.  This Statement applies to all voluntary
            changes in
            accounting principle and error corrections.  It also applies to
            changes
            required by an accounting pronouncement in the unusual instance that
            the
            pronouncement does not include specific transition provisions.  When
            a
            pronouncement includes specific transition provisions, those provisions
            should
            be followed.  SFAS 154 is effective for accounting changes and
            corrections
            of errors made in fiscal years beginning after December 15, 2005.  Earlier
            application is permitted for accounting changes and corrections of errors
            made
            occurring in fiscal years beginning after September 1, 2005. The
            Company does not anticipate that the adoption of the new standard will
            have an
            effect on the Company’s consolidated financial position, results of
            operations or cash flows.
 
 In
            March
            2005, the FASB issued Interpretation No. 47,  *Accounting
            for Conditional Asset Retirement Obligations* (FIN
            47). The document is an interpretation of FASB Statement 143, *Asset
            Retirement Obligations* ,
            which
            was issued in June 2001. The FASB issued the Interpretation to address
            diverse
            accounting practices that have developed with regard to the timing of
            liability
            recognition for legal obligations associated with the retirement of a
            tangible
            long-lived asset in which the timing and (or) method of settlement are
            conditional on a future event that may or may not be within the control
            of the
            entity. According to the Interpretation, uncertainty about the timing
            and (or)
            method of settlement of a conditional asset retirement obligation should
            be
            factored into the measurement of the liability when sufficient information
            exists. FIN 47 also clarifies when an entity would have sufficient information
            to reasonably estimate the fair value of an asset retirement obligation.
            FIN 47
            is effective no later than the end of fiscal years ending after December
            15,
            2005 (December 31, 2005, for calendar year-end companies). Retrospective
            application of interim financial information is permitted, but is not
            required.
            Early adoption of this Interpretation is encouraged. The Company does
            not
            anticipate that the adoption of the new standard will have an effect
            on the
            Company’s consolidated financial position, results of operations or cash
            flows.
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  In
            December 2004, the FASB issued SFAS No. 123 (revised 2004), *Share-Based
            Payment* (SFAS
            123R), which replaces SFAS 123 and supersedes APB 25. In March 2005,
            the SEC
            issued Staff Accounting Bulletin No. 107 (SAB 107), which expresses views
            of the
            SEC staff regarding the interaction between SFAS 123R and certain SEC
            rules and
            regulations, and provides the staff's views regarding the valuation of
            share-based payment arrangements for public companies. SFAS 123R
            requires
            all share-based payments to employees, including grants of employee stock
            options, to be recognized in the financial statements based on their
            fair
            values, beginning with the first interim or annual period after December
            15,
            2005. The Company will adopt SFAS 123R effective January 1, 2006 and
            will
            consider the guidance of SAB 107 concurrently. The grant-date fair value
            of
            employee share options and similar instruments is to be
            estimated
            using an option-pricing model adjusted for any unique characteristics
            of a
            particular instrument. If an equity award is modified after the grant
            date,
            incremental compensation costs are recognized in an amount equal to the
            excess
            of the fair value of the modified award over the fair value of the original
            award immediately before the modification. Two transition alternatives are
            allowed for the public entities: the modified-prospective-transition
            method or
            the modified-retrospective transition method. The Company has not yet
            determined
            the method of adoption nor the effect of adopting SFAS 123R.
  In
            December 2004, the FASB issued SFAS No. 153, *Exchanges
            of Nonmonetary Assets - an amendment of APB Opinion No. 29* (SFAS
            153) .
            This
            Statement amends APB 29 to eliminate the 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. A nonmonetary
            exchange has commercial substance if the future cash flows of the entity
            are
            expected to change significantly as a result of the exchange. SFAS 153
            is
            effective for nonmonetary asset exchanges occurring in fiscal periods
            beginning
            after June 15, 2005. We adopted this Statement effective July 1, 2005.
            The
            adoption of SFAS 153 did not have a significant impact on our consolidated
            results of operations, financial position or cash flows.
  In
            November 2004, the FASB issued SFAS No. 151, *Inventory
            Costs: an Amendment to ARB No. 43*(SFAS 151) .
            This
            statement clarifies the types of costs that should be expensed rather
            than
            capitalized as inventory. This statement also clarifies the circumstances
            under
            which fixed overhead costs, such as abnormal amounts of idle facility
            expense,
            freight, handling costs and wasted material, associated with operating
            facilities involved in inventory processing should be expensed or capitalized.
            The provisions of this statement are effective for fiscal years beginning
            after June 15, 2005, although earlier adoption is permitted. The
            Company does not anticipate that the adoption of the new standard will
            have an
            effect on the Company’s consolidated financial position, results of operations
            or cash flows.
  *Use
            of Estimates*
 
 The
            preparation of condensed consolidated financial statements in conformity
            with
            accounting principles generally accepted in the United States requires
            management to make estimates and assumptions that affect the amounts
            reported in
            the condensed consolidated financial statements. Actual results could
            differ
            from those estimates.
 
 *Net
            (Loss) Income Per Share*
 
 Basic
            net
            (loss) income per share has been computed using the weighted-average
            number of
            shares of common stock outstanding during the period. In arriving at
            net (loss)
            income applicable to common stockholders, accrued preferred stock dividends
            and
            accretion of preferred stock issuance costs are deducted for each period
            presented in which such cumulative preferred stock was outstanding.
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  The
            following table reflects the calculation of basic and diluted net (loss)
            income
            per share for the periods presented:
  **Three-Months
                      Ended**
                    **September
                      30,**
                  
                  **Nine-Months
                      Ended**
                    **September
                      30,****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004****Net
                      loss**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  $
                  (3,372,565
                  )Plus:   
                      Excess of preferred carrying valueover
                      redemption cost
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  10,844,639Less:  
                      Accrued dividends on preferred stock
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  (350,684
                  )Accretion
                      of preferred stock issuancecosts
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  (16,653
                  )**Net
                      (loss) income applicable to holders ofcommon
                      stock for basic calculation**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  
                  7,104,737Plus:  
                      Accrued dividends on preferred stock
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  350,684Accretion
                      of preferred stock issuancecosts
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  16,653Interest
                      payable on subordinated convertible notes payable
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  47,601Less:  
                      Excess of preferred carrying value over redemption cost
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  (10,844,639
                  )**Net
                      loss applicable to holders of common****stock
                      for diluted calculation**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  $
                  (3,324,964
                  )Weighted
                      average common shares used incomputing
                      net (loss) income per commonshare:Basic
                  
                  
                  22,251,105
                  
                  
                  13,453,431
                  
                  
                  22,084,352
                  
                  
                  12,794,096Plus:   Shares
                      obtainable upon conversion ofpreferred
                      stock
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,611,637Shares
                      obtainable upon conversion ofconvertible
                      notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  349,035Diluted
                  
                  
                  22,251,105
                  
                  
                  13,453,431
                  
                  
                  22,084,352
                  
                  
                  14,754,768Net
                      (loss) income per common share:Basic
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  0.56Diluted
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  (0.23
                  )
 
 
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  The
            following securities were not included in the calculation of diluted
            net loss
            per share as they were anti-dilutive for the respective periods presented:
 
 **Three-Months
                      and Nine-Months Ended September 30,****2005**
                  
                  **2004****Instruments
                      to purchase common stock:**Stock options outstanding pursuant to the 2001 EquityCompensation
                      Plan
                  
                  
                  1,666,789
                  
                  
                  755,000Other stock options
                  
                  
                  65,000
                  
                  
                  65,000Warrants outstanding
                  
                  
                  6,952,776
                  
                  
                  1,500,000**Common
                      stock issuable pursuant to conversion features:**Subordinated convertible notes payable
                  
                  
                  473,835
                  
                  
                  --**Total
                      shares of common stock considered anti-dilutive**
                  
                  
                  9,158,400
                  
                  
                  2,320,000
  A
            total
            of 300,300 contingently issuable shares under an agreement to conduct
            research
            and development activities on behalf of the Company are also excluded.
            As of
            September 30, 2005, such shares of common stock are unearned, nonvested,
            restricted shares that will be considered outstanding once earned under
            the
            agreement.
  *Inventory*
 
 Inventory
            primarily consists of finished goods including industrial enzymes used
            in the
            industrial, chemical and agricultural markets, and is stated at the lower
            of
            cost or market using the average cost method. Finished goods include
            raw
            materials and manufacturing costs, substantially all of which are incurred
            pursuant to agreements with independent manufacturers. Provisions have
            been made
            to reduce excess or obsolete inventory to net realizable value.
  *Stock
            Option Plans*
  The
            Company accounts for its stock-based compensation plans under Accounting
            Principles Board Opinion No. 25, *Accounting
            for Stock Issued to Employees* (APB 25)
            and FASB Interpretation No. 44, *Accounting
            for Certain Transactions involving Stock Compensation* (FIN
            44),
            including related amendments and interpretations, and provides pro forma
            disclosures of the compensation expense determined under the fair value
            provisions of SFAS 123. Under APB 25, since the exercise prices of the
            Company’s
            employee stock options equal the market price of the underlying stock
            on the
            date of grant, no compensation expense is recognized.
  Stock
            options and warrants issued to consultants and other non-employees as
            compensation for services provided to the Company are accounted for based
            on the
            fair  value
            of
            the services provided or the estimated fair market value of the option
            or
            warrant, whichever is more reliably measurable in accordance with SFAS
            123 and
            EITF 96-18, *Accounting
            for Equity Investments That are Issued to Other Than Employees for Acquiring
            or
            in Conjunction with Selling Goods or Services,* including related amendments and interpretations. The related expense
            is
            recognized over the period the services are provided.
 
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                Contents***
  Pro
            forma
            information regarding net (loss) income and net (loss) income per
            common share as if the Company had accounted for its employee stock options
            under the fair value method of SFAS 123 is presented below. For
            purposes of
            pro forma disclosure, the estimated fair value of the options is amortized
            to
            expense over the options’ vesting period. The Company’s pro forma information is
            as follows:
  
 **Three-Months
                      Ended**
                    **September
                      30,**
                  
                  **Nine-Months
                      Ended**
                    **September
                      30,****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004****Net
                      (loss) income applicable toholders
                      of common stock, asreported
                      for basic calculation**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,932,507
                  )
                  $
                  7,104,737Add:       
                      Stock-based employeecompensation
                      cost (intrinsic valuemethod)
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --Deduct:  
                      Fair value method stockoption
                      expense
                  
                  
                  (109,560
                  )
                  
                  (37,614
                  )
                  
                  (205,206
                  )
                  
                  (101,323
                  )**Pro
                      forma net (loss) incomeapplicable
                      to holders of common****stock,
                      basic calculation**
                  
                  $
                  (2,641,559
                  )
                  $
                  (1,309,060
                  )
                  $
                  (8,137,713
                  )
                  $
                  7,003,414**Net
                      loss applicable to holders ofcommon
                      stock, as reported fordiluted
                      calculation**
                  
                  $
                  (2,531,999
                  )
                  $
                  (1,271,446
                  )
                  $
                  (7,
                      932,507
                  )
                  $
                  (3,324,964
                  )Add:       
                      Stock-based employeecompensation
                      cost (intrinsic valuemethod)
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --
                  
                  
                  --Deduct:   Fair
                      value method stockoption
                      expense
                  
                  
                  (109,560
                  )
                  
                  (37,614
                  )
                  
                  (205,206
                  )
                  
                  (101,323
                  )**Pro
                      forma net loss applicable toholders
                      of common stock,****diluted
                      calculation**
                  
                  $
                  (2,
                      641,559
                  )
                  $
                  (1,309,060
                  )
                  $
                  (8,137,713
                  )
                  $
                  (3,426,287
                  )Net
                      (loss) income per commonshare,
                      as reported:Basic
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  0.56Diluted
                  
                  $
                  (0.11
                  )
                  $
                  (0.09
                  )
                  $
                  (0.36
                  )
                  $
                  (0.23
                  )Pro
                      forma net (loss) income per commonshare:Basic
                  
                  $
                  (0.12
                  )
                  $
                  (0.10
                  )
                  $
                  (0.37
                  )
                  $
                  0.55Diluted
                  
                  $
                  (0.12
                  )
                  $
                  (0.10
                  )
                  $
                  (0.37
                  )
                  $
                  (0.23
                  )
 
 
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  *Revenue
            Recognition*
 
 The
            Company recognizes revenue in accordance with Staff Accounting Bulletin
            (SAB) No
            104, *Revenue
            Recognition in Financial Statements* (SAB
            104). SAB 104 sets forth four basic criteria that must be met before
            SEC
            registrants can recognize revenue. These criteria are: persuasive evidence
            of an
            arrangement must exist; delivery had to have taken place or services
            have had to
            been rendered; the seller's price to the buyer should be fixed or determinable;
            and collectibility of the receivable should be reasonably assured. Sales
            not
            meeting any of the aforementioned criteria are deferred. Net sales are
            comprised
            of gross revenues less provisions for expected customer returns, if any.
            Reserves for estimated returns and inventory credits are established
            by the
            Company, if necessary, concurrently with the recognition of revenue.
            The amounts
            of reserves are established based upon consideration of a variety of
            factors,
            including estimates based on historical returns.
 
 Amounts
            billed to customers in sales transactions related to shipping and handling,
            represent revenues earned for the goods provided and are included in
            net sales.
            Costs of shipping and handling are included in cost of goods
            sold.
 
 *Research
              and Development*
 
 Research
            and development costs related to both present and future products are
            charged to
            operations when incurred. Revenue received for research and development
            is
            recognized as the Company meets its obligations under the related agreement.
 
 *Foreign
            Currency Translation*
 
 The
            financial statements of the Company's foreign subsidiaries have been
            translated
            into United States dollars in accordance with SFAS No. 52, *Foreign
            Currency Translation* .
            Assets
            and liabilities of the Company's foreign subsidiaries are translated
            at
            period-end exchange rates, and revenues and expenses are translated at
            average
            rates prevailing during the period. Certain accounts receivable from
            customers
            are collected and certain accounts payable to vendors are payable in
            foreign
            currencies. These amounts are adjusted through earnings to reflect period-end
            exchange rates. Net translation adjustments and realized exchange gains
            and
            losses are included as a component of foreign currency exchange gains
            (losses),
            net, in the accompanying condensed consolidated statements of operations.
  *Reclassifications*
 
 Certain
              prior year amounts have been reclassified to conform to the current
              year
              presentation.
 **2.
            Long-Term Liabilities**
 
 Long-term
            liabilities consist of the following at September 30, 2005:
  Notes
            payable to stockholders:
 Loan payable with a rate of 8% as of September 30, 2005 to Mark A. Emalfarb
            Trust
 (Bridge
            Loan), secured by all assets of the Company, in
            the
            original principal amount
 of
            $3,000,000, principal and accrued interest due January 1, 2007 .
            Accrued
            interest of
 $239,941
            included in principal balance.
            Net of unamortized
            beneficial conversion
 feature
            of
            $144,090.                                                                                                                                               $
            2,280,851
  Convertible note payable to Mark A. Emalfarb Trust (Emalfarb Trust Note)
            with a rate of
 6%,
            in the original principalamount
            of
            $750,766, dated May 2001, principal
            and accrued
 interest due January 1, 2007 .
            Conversion price of
            $3.33.
            Accrued interest of $86,058
 included in principal balance. Net
            of
            unamortized beneficial
            conversion feature of
            $169,605. 667,219
  Convertible note payable to Francisco Trust u/a/d February 28, 1996 (the
            Francisco Trust)
 (Francisco Trust Note) with a rate of 6%, in
            the
            original principal amount
            of
            $664,839, dated
 May 2001, principal
            and accrued interest due January 1, 2007 .
            Conversion price of
            $3.33.
 Accrued interest of
            $76,209 included
            in principal balance. Net of unamortized beneficial
 conversion feature
            of $150,225.     
                                                                                                                                   
              590,823
 ------------------
 $
            3,538,893
 ===========
  
 Subordinated
            notes payable to the minority stockholders of a subsidiary,
 interest
            at a weighted average rate of 6.0% as of September 30, 2005, no fixed
 repayment
            terms, classified as
            current.                                                                                                               
            $ 171,986
 ===========
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  On
            May
            29, 2003, the Company obtained a $3.0 million revolving note from a group
            of
            stockholders, including the Chief Executive Officer, who contributed
            $2,185,000,
            and a group of other Dyadic-Florida stockholders who contributed $815,000,
            bearing interest at 8% per annum, with all unpaid principal and interest
            originally due on January 2, 2004, and extended to January 1, 2005 on
            February
            13, 2004. Approximately $903,000 of the proceeds from the October 2004
            Offering
            were used to pay off the $815,000 of principal and approximately $88,000
            of
            accrued interest for the portion of the bridge loan contributed by the
            group of
            other Dyadic-Florida stockholders. The loan is collateralized by a security
            interest in all of the Company's assets.
  The
              Mark
              A. Emalfarb Trust and other Dyadic-Florida stockholders, collectively,
              were also
              granted warrants to purchase up to 1.5 million shares of the Company's
              common
              stock at the lesser of $4.50 per share or the Series A Preferred conversion
              price, expiring ten years from the date of grant (the Bridge Loan
              Warrant). In
              November 2004, the exercise price of the Bridge Loan Warrant was reduced
              to
              $3.33 and the maturity date was extended to January 1, 2007 in connection
              with
              the Merger. As a result, approximately $343,000, representing the incremental
              fair value of the modified warrant as compared to the fair value of
              the original
              warrant immediately before the modification, will be amortized to interest
              expense through the new maturity date. The remaining unamortized portion
              of
              $144,090 is reflected as a reduction of notes payable to stockholders
              in the
              accompanying condensed consolidated balance sheet as of September 30,
              2005.
              Approximately $29,000 and $86,000 was amortized to interest expense
              during the
              three-month and nine-month periods ended September 30, 2005, respectively.
              Interest expense on the Bridge Loan excluding the amortization of the
              beneficial
              conversion feature, was approximately $49,000 and $62,000 for the three-month
              periods ended September 30, 2005 and 2004, respectively, and approximately
              $145,000 and $182,000 for the nine-month periods ended September 30,
              2005 and
              2004, respectively.
  In
              connection with the Merger, the conversion prices of the convertible
              notes
              payable to the Mark A. Emalfarb Trust and the Francisco Trust were
              fixed at
              $3.33 and the maturity dates were extended to January 1, 2007. As a
              result of
              the modification of the conversion price, a beneficial conversion feature
              totaling approximately $554,000 was recorded in October 2004 and will
              be
              amortized to interest expense through the new maturity date. The remaining
              unamortized portion of $319,830 is reflected as a reduction of notes
              payable to
              stockholders in the accompanying condensed consolidated balance sheet
              as of
              September 30, 2005. Approximately $64,000 and $192,000 was amortized
              to interest
              expense during the three-month and nine-month periods ended September
              30,
              2005.
 
 Interest
            expense on the convertible notes payable was approximately $24,000 and
            $21,000
            for the three-month periods ended September 30, 2005 and 2004, respectively
            and
            approximately $71,000 and $48,000 for the nine-month periods ended September
            30,
            2005 and 2004, respectively. The notes payable and accrued interest due
            on the
            convertible notes payable are convertible in whole or part into shares
            of the
            Company's common stock at any time, at a conversion price of $3.33.
  Mark
            A.
            Emalfarb Trust and Francisco Trust are major stockholders of the Company
            and are
            trusts benefiting the Company's President and Chief Executive Officer,
            and the
            wife and children of Mark A. Emalfarb, respectively.
  Interest
            expense on the subordinated notes payable to the minority stockholders
            of a
            subsidiary was approximately $2,600 and $2,600 for the three-month periods
            ended
            September 30, 2005 and 2004, respectively, and $7,700 and $7,800 for
            the
            nine-month periods ended September 30, 2005 and 2004, respectively. Accrued
            interest of $67,268 is included in accrued interest payable to stockholders
            as
            of September 30, 2005.
 
 **3.
            Stockholders’ Equity**
 
 In
            February 2005, the Company signed an agreement with an investor relations
            consulting firm for a one year term. In addition to monthly cash compensation
            and expense reimbursement, the Company issued 10,000 shares of common
            stock as
            compensation for services to be rendered, which were valued at $39,000
            based on
            the fair market value of the Company’s common stock on the date of grant. An
            additional 10,000 shares of common stock were issued on May 25, 2005
            in
            accordance with the agreement. The stock was valued at $27,500 based
            on the fair
            market value of the Company’s common stock on the date of grant. The common
            stock has not been registered under the Securities Act and may not be
            offered or
            sold absent registration under the Securities Act or an applicable exemption
            from such registration requirements. The stock certificate evidencing
            such
            securities bears a restricted legend.
 
 The
            agreement was terminated on August 25, 2005. The $39,000 was amortized
            over a
            three-month period and is included in selling, general and administrative
            expenses for the nine-month period ended September 30, 2005. The $27,500
            of
            compensation cost was amortized to expense over a three-month period
            beginning
            on May 25, 2005.
 
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  In
            May
            2005, the Company issued 300,300 shares of common stock pursuant to a
            real
            estate purchase contract with F&C Holdings, LLC ("Holdings") dated July 31,
            2004 (the "Commercial Land Purchase And Sale Agreement"), in exchange
            for an
            undeveloped 1.13 acre parcel of land (the "Site"). The Company recorded
            the land
            at $861,861, based on the fair market value of the Company’s common stock on the
            date of closing. The Company formed Dyadic Real Estate Holdings, Inc.,
            a Florida
            corporation and wholly owned subsidiary in May 2005, to which it has
            assigned
            the Commercial Land Purchase and Sale Agreement and the Site.
 
 The
            Site,
            which is in a planned community known as "Abacoa" is located in the Town
            of
            Jupiter, Florida (the "Town"). The
            Company has obtained final approval from the Town of Jupiter to construct
            approximately a 40,000 square foot commercial office biotech research
            and
            development building.
  The
            Commercial Land Purchase and Sale Agreement obligates Dyadic to commence
            development of the Site within two (2) years following the closing date.
            During
            this two-year period, Dyadic is prohibited from re-transferring the Site
            to any
            other person other than (i) in connection with a sale of Dyadic, (ii)
            to an
            affiliate or (iii) with the approval of Dyadic's Board of Directors (a
            majority
            of its independent directors), to the Francisco Trust, the Mark A. Emalfarb
            Trust and/or any entity that is controlled, directly or indirectly, by
            Mark A.
            Emalfarb and/or his family members. It is not the Company’s intention to use its
            own funds to develop this property, therefore the Company is considering
            such
            options as a joint venture or other arrangement to accomplish the development
            of
            the Site. There can be no assurance, however, that any joint venture
            or other
            arrangements will occur within the prescribed timeframe. The Company
            is
            evaluating the advantages and disadvantages of Site development relative
            to
            their impact on Dyadic’s future office and R&D needs and cash resources, and
            is also considering other alternatives to optimize the asset value of
            the Site
            at this time.
  If
            after
            two years from the closing, Dyadic has not commenced development of the
            Site,
            then Holdings shall, in exchange for a reconveyance Deed, pay the "Reconveyance
            Purchase Price" equal to the greater of the following: (i) $1.0 million
            or (ii)
            the "Market Value" of the shares of the Company's common stock, as defined,
            determined as of the date of the reconveyance notice from Holdings. The
            Reconveyance Purchase Price can be paid in all cash, or return of all
            the shares
            of the Company's common stock to the Company so long as the Market Value
            of the
            shares of the Company's common stock is greater than or equal to $1.0
            million,
            or by combination of shares of the Company's common stock and cash, as
            determined in the sole and absolute discretion of Holdings.
 
 **4.
            Commitments and Contingencies**
 
 **Litigation,
            Claims and Assessments**
  In
            the
            opinion of management, there are no known pending legal proceedings that
            would
            have a material effect on the Company's financial position, results of
            operations or cash flows.
 
 **5.
            Segment Data Information**
 
 Operating
            segments are defined as components of an enterprise engaging in business
            activities about which separate financial information is available that
            is
            evaluated regularly by the chief operating decision maker or group in
            deciding
            how to allocate resources and in assessing performance. Utilizing these
            criteria, the Company has identified its reportable segments based on
            the
            geographical markets they serve, which is consistent with how the Company
            operates and reports internally.
  The
            Company has three reportable segments: U.S. operations, Asian operations
            and
            Netherlands operations. The U.S. reportable segment includes a subsidiary
            in
            Poland that is considered auxiliary and integral to the U.S. operations.
            The
            accounting policies for the segments are the same as those described
            in the
            basis of presentation and summary of significant accounting policies.
            The
            Company accounts for intersegment sales (which are eliminated in consolidation)
            as if the sales were to third parties, that is, at current market prices.
            The
            U.S. operating segment is a developer, manufacturer and distributor of
            enzyme
            products, proteins, peptides and other bio-molecules derived from genes,
            and a
            collaborative licensor of enabling proprietary technology for the development
            and manufacturing of biological products and use in research and development.
            The Asian operating segment is engaged in the manufacturing and distribution
            of
            chemical and enzyme products to the textile and pulp and paper industries.
            The
            Netherlands operating segment is also a developer of enzyme products,
            proteins,
            peptides and other bio-molecules derived from genes and to date has invested
            solely in research and development activities.
 
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  The
                following table summarizes the Company's segment information:
  **Three-Months
                            Ended September 30, 2005****U.S.
                            Operating Segment**
                        
                        **Asian
                            Operating Segment**
                        
                        **Netherlands
                            Operating Segment**
                        
                        **Eliminations**
                        
                        **Totals**Net
                            Sales:External customers
                        
                        $
                        2,434,564
                        
                        $
                        1,705,581
                        
                        $
                        --
                        
                        $
                        --
                        
                        $
                        4,140,145Intersegment
                        
                        
                        199,035
                        
                        
                        --
                        
                        
                        --
                        
                        
                        (199,035
                        )
                        
                        --Total net sales
                        
                        
                        2,633,599
                        
                        
                        1,705,581
                        
                        
                        --
                        
                        
                        (199,035
                        )
                        
                        4,140,145(Loss)
                            income from operations
                        
                        
                        (2,325,639
                        )
                        
                        166,930
                        
                        
                        (274,790
                        )
                        
                        13,134
                        
                        
                        (2,420,365
                        )Interest
                          expense (a)
                        
                        
                        (124,267
                        )
                        
                        (17,585
                        )
                        
                        (46,143
                        )
                        
                        10,811
                        
                        
                        (177,184
                        )Investment
                            income, net
                        
                        
                        119,835
                        
                        
                        202
                        
                        
                        6
                        
                        
                        (10,811
                        )
                        
                        109,232Depreciation
                            and amortization
                        
                        
                        20,558
                        
                        
                        18,956
                        
                        
                        100,990
                        
                        
                        --
                        
                        
                        140,504Capital
                          expenditures
                        
                        
                        72,822
                        
                        
                        80,878
                        
                        
                        --
                        
                        
                        --
                        
                        
                        153,700
 
 **Three-Months
                          Ended September 30, 2004****U.S.
                          Operating Segment**
                      
                      **Asian
                          Operating Segment**
                      
                      **Netherlands
                          Operating Segment**
                      
                      **Eliminations**
                      
                      **Totals**Net
                          Sales:External customers
                      
                      $
                      2,884,513
                      
                      $
                      1,628,511
                      
                      $
                      --
                      
                      $
                      --
                      
                      $
                      4,513,024Intersegment
                      
                      
                      192,106
                      
                      
                      --
                      
                      
                      --
                      
                      
                      (192,106
                      )
                      
                      --Total net sales
                      
                      
                      3,076,619
                      
                      
                      1,628,511
                      
                      
                      --
                      
                      
                      (192,106
                      )
                      
                      4,513,024(Loss)
                          income from operations
                      
                      
                      (1,060,418
                      )
                      
                      162,558
                      
                      
                      (288,437
                      )
                      
                      582
                      
                      
                      (1,185,715
                      )Interest
                        expense (a)
                      
                      
                      (82,782
                      )
                      
                      (16,496
                      )
                      
                      (34,945
                      )
                      
                      10,811
                      
                      
                      (123,412
                      )Investment
                          income, net
                      
                      
                      11,556
                      
                      
                      62
                      
                      
                      33
                      
                      
                      (10,811
                      )
                      
                      840Depreciation
                          and amortization
                      
                      
                      20,307
                      
                      
                      8,981
                      
                      
                      93,030
                      
                      
                      --
                      
                      
                      122,318Capital
                          expenditures
                      
                      
                      596
                      
                      
                      6,086
                      
                      
                      --
                      
                      
                      --
                      
                      
                      6,682
 
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                    of
                    Contents***
 **Nine-Months
                          Ended September 30, 2005****U.S.
                          Operating Segment**
                      
                      **Asian
                          Operating Segment**
                      
                      **Netherlands
                          Operating Segment**
                      
                      **Eliminations**
                      
                      **Totals**Net
                          Sales:External customers
                      
                      $
                      7,338,607
                      
                      $
                      4,523,975
                      
                      $
                      --
                      
                      $
                      --
                      
                      $
                      11,862,582Intersegment
                      
                      
                      585,566
                      
                      
                      --
                      
                      
                      --
                      
                      
                      (585,566
                      )
                      
                      --Total net sales
                      
                      
                      7,924,173
                      
                      
                      4,523,975
                      
                      
                      --
                      
                      
                      (585,566
                      )
                      
                      11,862,582(Loss)
                          income from operations
                      
                      
                      (7,020,481
                      )
                      
                      291,746
                      
                      
                      (799,320
                      )
                      
                      39,669
                      
                      
                      (7,488,386
                      )Interest
                        expense (a)
                      
                      
                      (386,345
                      )
                      
                      (47,678
                      )
                      
                      (125,001
                      )
                      
                      32,079
                      
                      
                      (526,945
                      )Investment
                          income, net
                      
                      
                      164,065
                      
                      
                      490
                      
                      
                      14
                      
                      
                      (32,079
                      )
                      
                      132,490Depreciation
                          and amortization
                      
                      
                      59,098
                      
                      
                      39,507
                      
                      
                      287,051
                      
                      
                      --
                      
                      
                      385,656Capital
                          expenditures
                      
                      
                      1,075,096
                      
                      
                      127,097
                      
                      
                      15,919
                      
                      
                      --
                      
                      
                      1,218,113Total
                          assets at September 30, 2005
                      
                      
                      23,935,709
                      
                      
                      3,097,062
                      
                      
                      117,582
                      
                      
                      (2,559,135
                      )
                      
                      24,591,218
 
 
 **Nine-Months
                          Ended September 30, 2004****U.S.
                          Operating Segment**
                      
                      **Asian
                          Operating Segment**
                      
                      **Netherlands
                          Operating Segment**
                      
                      **Eliminations**
                      
                      **Totals**Net
                          Sales:External customers
                      
                      $
                      8,292,383
                      
                      $
                      4,651,931
                      
                      $
                      --
                      
                      $
                      --
                      
                      $
                      12,944,314Intersegment
                      
                      
                      633,812
                      
                      
                      --
                      
                      
                      --
                      
                      
                      (633,812
                      )
                      
                      --Total net sales
                      
                      
                      8,926,195
                      
                      
                      4,651,9310
                      
                      
                      --
                      
                      
                      (633,812
                      )
                      
                      12,944,314(Loss)
                          income from operations
                      
                      
                      (2,645,812
                      )
                      
                      517,183
                      
                      
                      (699,820
                      )
                      
                      (9,266
                      )
                      
                      (2,837,715
                      )Interest
                        expense (a)
                      
                      
                      (233,659
                      )
                      
                      (48,843
                      )
                      
                      (97,946
                      )
                      
                      33,362
                      
                      
                      (347,086
                      )Investment
                          income, net
                      
                      
                      35,751
                      
                      
                      134
                      
                      
                      53
                      
                      
                      (33,362
                      )
                      
                      2,576Depreciation
                          and amortization
                      
                      
                      60,830
                      
                      
                      33,986
                      
                      
                      279,091
                      
                      
                      --
                      
                      
                      365,657Capital
                          expenditures
                      
                      
                      15,476
                      
                      
                      28,960
                      
                      
                      --
                      
                      
                      --
                      
                      
                      44,436Total
                          assets at September 30, 2004
                      
                      
                      12,930,992
                      
                      
                      3,360,260
                      
                      
                      488,145
                      
                      
                      (2,200,971
                      )
                      
                      14,578,426
 
 (a)
                Interest expense relating to the purchase by the U.S. operating segment
                of
                manufacturing equipment is allocated
 to
                the
                Netherlands operating segment.
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                  Contents***
  ***Item*** ** ***2.*** ** ***Management’s
            Discussion and Analysis or Plan of
            Operation***
 
 The
            following should be read in conjunction with Management's Discussion
            and
            Analysis of Financial Condition and Results of Operations included in
            the
            Company's Annual Report on Form 10-KSB for the year ended December 31,
            2004.
 
 The
            term
“the Company”, “Dyadic”, “we”, “us” or “our” refers to Dyadic International,
            Inc. and its consolidated subsidiaries, unless the context otherwise
            implies.
  This Quarterly Report on Form 10-QSB contains forward-looking statements
            within
            the meaning of Section 27A of the Securities Act of 1933 and Section
            21E of the
            Securities Exchange Act of 1934, that involve substantial risks and
            uncertainties. Forward-looking statements can be identified by the fact
            that
            they do not relate strictly to historical or current facts. They use
            words such
            as “may”, “will”, “expect”, “intend”, “anticipate”, “believe”, “estimate”,
“continue”, “project”, “plan”, “shall”, “should”, and other similar words. You
            should read statements that contain these words carefully because they
            discuss
            our future expectations, making projections of our future results of
            operations
            or our financial condition or state other "forward-looking" information.
            Forward-looking statements involve known and unknown risks and uncertainties
            that may cause the actual results, performance or achievements of our
            Company to
            be materially different from those that may be expressed or implied by
            such
            statements. Important factors that could cause the actual results, performance
            or achievement of the Company to differ materially from the
            Company’s forward looking statements include (i) assumptions or
            cautionary factors discussed in connection with a particular forward-looking
            statement or elsewhere in this Form 10-QSB, or (ii) cautionary factors
            set forth
            in other Company’s filings from time to time with the Securities and Exchange
            Commission, including our Annual Report on Form 10-KSB for the year ended
            December 31, 2004, including the section titled “Description of Business - Risk
            Factors That May Affect Future Results.” All forward-looking statements
            attributable to the Company are expressly qualified in their entirety
            by these
            and other factors. Except as required by law or regulation, we do not
            undertake
            any obligation to publicly update forward-looking statements to reflect
            events
            or circumstances after the date on which the statement is made or to
            reflect the
            occurrence of unanticipated events.
  *General*
 
 We
            are a
            biotechnology company engaged in the development, manufacture and sale
            of
            enzymes, other proteins, peptides and other biomolecules derived from
            genes, and
            the collaborative licensing of our enabling proprietary technologies.
            We use our
            proprietary technologies to develop and manufacture biological products,
            and
            intend to collaboratively license them for research, development and
            manufacturing of biological products, for two categories of applications:
  ·
                  enzymes
                      and other biological products for a variety of industrial and
                      commercial
                      applications, which we refer to as our Enzyme Business; and
 
 ·
                  human
                      therapeutic proteins for use by pharmaceutical and biotechnology
                      companies
                      in pre-clinical and clinical drug development applications
                      and
                      commercialization following drug approval, which we refer to
                      as our
                      BioSciences Business.
  We
            have
            developed and use a number of proprietary fungal strains to produce enzymes
            and
            other biomaterials, but the one on which we have principally focused
            is a
            patented system for protein production, or protein expression, which
            we call the
            C1 Expression System. This System is based on our patented *Chrysosporium
            lucknowense* fungus,
            known as C1, as its host production organism. A host production organism
            is an
            organism which has been genetically altered to express genes to produce
            targeted
            protein products. We discovered the C1 microorganism in the mid-1990's
            and
            initially developed it, without the application of molecular biology,
            to produce
            neutral cellulases for our textile manufacturing customers. By 1998,
            we began to
            apply molecular genetics and other proprietary biotechnology tools to
            C1 to
            create a technology, which we refer to as the C1 Host Technology. The
            C1 Host
            Technology, once fully developed, is expected to be capable of performing:
  ·
                  two
                      screening functions for:
 
 o
                  the
                      discovery of genes and the proteins they express; and
 o
                  the
                      identification of improved protein variants resulting from
                      modifications
                      to their genes; and
  ·
                  three
                      expression functions for:
  o
                    the expression of proteins in
                      commercial
                      volumes for industrial enzyme applications;o
                    the expression of human therapeutic
                      proteins
                      in small volumes for pre-clinical and clinicaltesting
                      for drug development applications; ando
                    the expression of human therapeutic
                      proteins
                      for drugs in commercial volumes.
 
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  We
            have
            been, over the last several years, principally focused on the expression
            capabilities of the C1 Host Technology. These efforts culminated in our
            first
            commercially successful application - our C1 Expression System.
 
 Using
            the
            C1 Expression System, as well as other biological systems, our Enzyme
            Business
            develops and produces commercial quantities of enzymes for sale to textile,
            pulp
            and paper, food, animal feed, chemical, agricultural, and other industries.
            These industries, in turn, use our products to enhance their own products
            or to
            improve production efficiency. We currently sell more than 45 liquid
            and dry
            enzyme products to more than 150 industrial customers in 50 countries.
  We
            believe, however, even larger market opportunities will exist for our
            C1
            Expression System when the technology is fully developed. For example,
            we
            believe our C1 Expression System can be successfully harnessed to help
            solve the
            protein expression problem confronting the global drug industry - the
            difficulty, despite enormous historic investment, of cost-effectively
            and
            expeditiously harnessing existing genomic knowledge to develop new specialized
            biological products, or therapeutic proteins. For the past five years,
            we have
            been developing our C1 Expression System to serve the drug industry in
            the
            discovery, development and production of human therapeutic proteins,
            with our
            primary focus on enabling pharmaceutical and biotechnology companies
            to not only
            successfully carry on the development of drugs from their gene discoveries,
            but
            also to manufacture those drugs at economically viable costs. Within
            therapeutic
            proteins, the production of antibodies is an area of special focus for
            us in
            view of the large number of antibodies in pharmaceutical companies’ R&D
            pipelines for which a reliable and cost-effective production host is
            required.
 
 Although
            this reprogramming of the C1 host is targeted at improving the production
            of
            biopharmaceuticals from human genes - which remains the focus of our
            commercialization strategy for the C1 Expression System - one side benefit
            of
            this core technology development program will be to further improve the
            capabilities of this unique fungus to make even larger quantities of
            proteins
            associated with genes from diverse living organisms, such as fungi other
            than
            C1, yeast, bacteria, algae and plants. This will help us generate revenues
            in
            the shorter term by cost-effective production of proteins and enzymes
            of
            commercial interest to potential business partners in sectors such as
            agriculture and food and feed. We continue to mine the C1 genome and
            have
            identified a number of enzymes that have the potential to become new
            products
            for several industries, such as pulp and paper and food and feed. Still
            in
            the development stage, we refer to these activities as our BioSciences
            Business.
            These activities have generated $75,000 in revenue through September
            30, 2005
            and no revenue in 2004.
  We
            have
            also been developing the screening potential of our C1 Host Technology
            for gene
            discovery and the identification of protein variants resulting from
            modifications to their genes, which we refer to as our C1 Screening System.
            These efforts have included our purchase of state-of-the-art robotics
            equipment
            and a collaborative partnership with a Netherlands-based scientific
            organization, TNO Quality of Life (f/k/a TNO Nutrition and Food Research
            Institute), and the establishment of a wholly-owned subsidiary, Dyadic
            Nederland
            BV, which
            has
            engaged in, and partially completed, the development ofa fully-automated
            high throughput screening system, or HTS System. We believe that if our
            BioSciences Business' application of our C1 Expression System and our
            C1
            Screening System can each be perfected, we will be able to offer a potentially
            unique end-to-end solution for drug companies: a single host production
            organism
            usable throughout the discovery, pre-clinical and clinical testing and
            commercial production phases of drug development that would greatly increase
            drug development efficiency, economy and speed to market. By the same
            reasoning,
            we believe that the C1 Host Technology is expected to benefit the development
            of
            industrial or specialty enzyme products by allowing discovery, improvement,
            development and large-scale manufacturing in a single host organism,
            which
            should result in shorter inception to commercialization time and greater
            probability of success.
 
 Currently,
            we own three issued U.S. patents, nine issued International patents and
            48 U.S.
            and International filed and pending patent applications which we believe
            provide
            broad protection for our C1 Expression System, our underlying C1 Host
            Technology, our C1 Screening System and their products and commercial
            applications.
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                of
                Contents***
  *History
            of Dyadic*
 
 The
            Company’s operating subsidiary, Dyadic International (USA), Inc.
            (“Dyadic-Florida”), was founded by Chief Executive Officer, Mark A. Emalfarb, in
            1979, and was throughout the 1980's a leading supplier of both domestic
            pumice
            stones and pumice stones imported from overseas for use in the stone
            washing of
            denim garments. In the 1990's, we evolved from serving only the denim
            industry
            to the development and manufacture of specialty enzymes and chemicals
            and, by
            1995, were generating revenues of approximately $8,500,000 and annual
            profits of
            approximately $1,300,000. In the mid-1990's, we discovered the C1 microorganism
            in connection with our efforts to develop improved industrial enzymes.
            By 1998,
            we began investing significant financial resources in the application
            of
            molecular genetic technology to the development of the C1 Host Technology.
 
 In
            the
            first half of 2001, we raised capital of approximately $13,635,000, prior
            to
            expenses of approximately $200,000, largely to fund the development of
            our C1
            Screening System. At that time, we thought we were within one year of
            being able
            to find collaboration partners to help us complete its development, though
            we
            continued to develop our C1 Expression System. However, between 2001
            and 2003,
            even as our Enzyme Business began to grow rapidly, we experienced a major
            shift
            in market demand for our C1 Screening System. First, we found that large
            pharmaceutical companies, frustrated by lack of success with some of
            their
            investments in unproven screening technologies like our C1 Screening
            System,
            began requiring unprecedented levels of accumulated scientific data as
            a
            pre-condition to partnering with us. Second, we found that the interest
            of these
            large pharmaceutical companies had moved away from gene discovery and
            screening
            applications, to an interest in the expression of therapeutic proteins
            for
            pre-clinical testing, clinical trials and drug commercialization.
 
 We
            adjusted our strategy accordingly, and between May 2003 and March 2004,
            we began
            to focus principally on our C1 Expression System, even as we continued
            to
            develop our C1 Screening System and related HTS hardware and assemble
            more
            scientific data to support our claims regarding that System's potential.
            During
            this interval of time, we also continued to grow our Enzyme Business,
            as we used
            our C1 Expression System and other proprietary technologies to successfully
            develop several industrial enzymes, while continuing to seek equity financing.
  Between
            April and July 31, 2004, we raised common equity capital of approximately
            $4,735,000, prior to expenses of approximately $118,000, through a private
            placement. Between October 1 and November 4, 2004, we raised additional
            common
            equity capital of approximately $25,400,000, prior to estimated expenses
            of
            approximately $2.7 million, in a private placement we conducted companion
            to the
            merger of our wholly owned subsidiary into Dyadic-Florida, in which its
            shareholders received shares of our stock representing a majority of
            our
            outstanding shares.
  We
            derive
            almost all of our revenues from the conduct of our Enzyme Business, and
            have
            thus far generated only nominal revenues from our conduct of our BioSciences
            Business. Since we began developing the C1 Host Technology in 1998, we
            have
            incurred net losses of approximately $35,426,000 through September 30,
            2005.
            Those losses resulted primarily from expenses associated with research
            and
            development activities and general and administrative expenses. To become
            profitable, we must continue to grow our Enzyme Business (see Sales &
            Marketing Strategy below), and generate income from the conduct of our
            BioSciences Business, either directly or through potential future license
            agreements and collaborative partnerships with drug companies.
 
 *Research
            and Development - C1 Host Technology*
 
 During
            the first nine months of 2005, a significant portion of our efforts has
            focused
            on developing improved hosts for the production of a wider variety of
            proteins
            from diverse sources. For example, using gene knock-out technology, several
            genes thought to limit expression of foreign proteins in C1 have been
            eliminated. Through
            the removal of unwanted or interfering genes, our gene knock-out technology
            has
            shown some promise of producing human proteins at higher yields.  We
            continue to pursue this approach in anticipation that as more deleterious
            functions and interfering proteins are removed, the stability and yield
            of
            foreign proteins will be improved. Although the initial results are not
            at the
            levels we ultimately desire, with each successive knock-out the higher
            stability
            and yield of the expressed human proteins is observed. We
            anticipate that using knock-out and other expression-related technologies
            will
            make our C1 Expression System more robust and versatile, thus allowing
            us to
            produce a more diverse set of proteins for use in multiple
            industries.
  In
            May
            2005, we achieved the early completion of a high quality sequence of
            the
            38,000,000 bases in the C1 genome by Agencourt Bioscience Corporation.
            The C1
            sequence is aiding in the development of our current business and is
            expected to
            do so in the future, based on the ability of the C1 organism to produce
            large
            volumes of low cost industrial enzymes for industrial, textile, pulp
            and paper,
            feed and food, and agricultural applications and to expand the commercial
            capabilities of this technology. We expect to further extend its market
            reach to
            develop new and better therapeutic proteins more affordably. The C1 genome
            sequence is permitting us to mine it to identify novel and improved
            protein
            products for a broad spectrum of industries, including energy, feed and
            food,
            and pulp and paper. In addition, this sequence information is expected
            to enable
            us and our collaborators to expand the variety of proteins and enzymes
            that can
            be brought to market. As an example, we expect to provide unique enzymes
            to
            companies in these industries to alleviate production process bottlenecks
            and
            high manufacturing costs they often face, as well as to enable manufacturing
            of
            many products in their R&D pipelines for which no suitable production
            processes have yet been found. It is expected that this genome
            sequence
            information will also allow Dyadic to improve the C1 Expression System
            by (i)
            readily identifying and isolating genes that interfere with high-level
            expression of proteins and knocking them out using the technology described
            above and (ii) allowing the identification and improvement of genes and
            proteins
            that have a positive impact on gene expression. During
            the remainder of 2005 and into 2006, we intend to accelerate the development
            of
            our C1 Host Technology for expression of human antibodies and other therapeutic
            proteins in our fungal expression system.
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  The
            sequence has already proved useful by allowing Dyadic to search for genes
            within
            the raw sequence data. To date, a large number of potential commercial
            targets
            have been identified in the genomic sequence through homology searches,
            and a
            program to clone the most commercially relevant of these for expression
            is
            currently underway. However, we anticipate additional value when the
            genome is
            fully annotated.  Annotation will result in gene mining, curation,
            search,
            and viewing tools to allow the extraction of useful information from
            the C1
            genome sequence.  In addition to identifying further commercial
            targets,
            this annotated searchable genomic sequence will serve as a blueprint
            for the C1
            host strain and will facilitate further development of C1 based technology
            as a
            platform for discovery and production of a variety of proteins,
            including
            high-value therapeutics. The annotated genome will allow identification
            of key
            metabolic functions that influence expression of genes, and further will
            facilitate the use of advanced genetic technologies, e.g. microarrays,
            to
            monitor and eventually modify and modulate these functions for optimizing
            host
            strain development and expression optimization in those hosts. Based
            on
            the Company’s favorable results derived from the outsourcing of the C1
            sequencing project, we are currently engaged in discussions for C1 sequence
            annotation with third parties.
  *Sales
            & Marketing Strategy - Enzymes*
  One
            of our top priorities for 2005 is to sharply expand the
            introduction
            of our pulp and paper enzyme products to that industry. While
            we believe
            these products offer an exceptional value proposition for this industry,
            we made
            a strategic decision to approach the penetration of this market with
            an acute
            sensitivity to the fact that our target customer decision-makers are
            responsible
            for physical plants costing, in many instances, several hundred million
            dollars
            or more, and are accustomed to dealing with highly technical sales teams
            with
            strong support competencies, following long-term trials of new products.
            Accordingly, we set about to recruit and assemble a team of seasoned
            sales and
            marketing executives and technical salesmen with extensive
            pulp & paper industry experience and contacts in promoting and
            maintaining sales relationships involving substantial on-going
            sales and
            technical servicing. Thus far in 2005, we have successfully recruited
            a Vice
            President of Sales & Marketing - Enzymes, a Vice President - Pulp &
            Paper, and 6 technical sales representatives whom we believe
            fit this
            description as
            well as
            additional technical sales representatives in our Asian subsidiary.The
            addition of the sales and marketing personnel occurred throughout the
            third
            quarter, and accordingly, we do not expect to see sales results from
            these
            additions until mid-2006. During the rest of 2005 and into 2006 we intend
            to
            expand our pulp and paper sales and marketing infrastructure,
            as we work to
            capture both an increasing number of new customer trials and convert
            existing and new customer trials into significant and sustained levels
            of pulp
            and paper product sales. We continue to estimate the addressable
            market for
            our existing enzyme
            products in the pulp and paper industry and potential enzyme products
            for the
            pulp and paper industry currently in our research and development pipeline
            to be
            in excess of $1.0 billion.
  We
            have
            also begun to focus efforts in other industries and expect to pursue
            these other
            industries, such as food and animal feed, either on our own, or possibly
            in a
            collaborative effort with a third party. However,
            we continue to support our textile customers, directing the necessary
            resources
            to customer support and R&D innovation to maintain market share in this
            segment.Although we anticipate increased sales in industrial enzyme
            industries other than textiles, we have not generated sufficient sales
            activity
            on which to base projections about the sales levels for the rest of 2005
            and
            beyond.
   20
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                Contents***
 **Results
              of Operations for the Three-Months Ended September 30, 2005 Compared
              to the
              Three-Months Ended September 30, 2004**
  The
            following table sets forth the amount of increase or decrease represented
            by
            certain items reflected in the Company's condensed consolidated statements
            of
            operations in comparing the three-months ended September 30, 2005 to
            the
            three-months ended September 30, 2004 (in thousands):
 
 **Three-Months
                      Ended**
                    **September
                      30,**(In
                      thousands)
                  
                  **2005**
                  
                  **2004**
                  
                  **Increase
                      (Decrease)**Net
                      sales
                  
                  $
                  4,140
                  
                  $
                  4,513
                  
                  $
                  (373
                  )Cost
                      of goods sold
                  
                  
                  3,318
                  
                  
                  3,497
                  
                  
                  (179
                  )Gross profit
                  
                  
                  822
                  
                  
                  1,016
                  
                  
                  (194
                  )Operating
                      expenses:Research and development
                  
                  
                  1,067
                  
                  
                  975
                  
                  
                  92Selling, general and administrative
                  
                  
                  2,175
                  
                  
                  1,227
                  
                  
                  948Total
                    operating expenses
                  
                  
                  3,242
                  
                  
                  2,202
                  
                  
                  1,040Loss from operations
                  
                  
                  (2,420
                  )
                  
                  (1,186
                  )
                  
                  (1,234
                  )Other
                      income (expense):Interest expense
                  
                  
                  (177
                  )
                  
                  (123
                  )
                  
                  (54
                  )Investment income, net
                  
                  
                  109
                  
                  
                  1
                  
                  
                  108Minority interest
                  
                  
                  (25
                  )
                  
                  (21
                  )
                  
                  (4
                  )Foreign currency exchange gain (loss),net
                  
                  
                  (9
                  )
                  
                  79
                  
                  
                  (88
                  )Other income, net
                  
                  
                  5
                  
                  
                  7
                  
                  
                  (2
                  )Total other expense
                  
                  
                  (97
                  )
                  
                  (57
                  )
                  
                  (40
                  )Loss
                      before income taxes
                  
                  
                  (2,517
                  )
                  
                  (1,243
                  )
                  
                  (1,274
                  )Provision
                      for income taxes
                  
                  
                  15
                  
                  
                  28
                  
                  
                  (13
                  )Net
                      loss
                  
                  $
                  (2,532
                  )
                  $
                  (1,271
                  )
                  $
                  (1,261
                  )
 
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 **Net
            Sales**
 
 For
            the
            three-months ended September 30, 2005, we generated net sales of approximately
            $4,140,000, compared to net sales of approximately $4,513,000 for the
            comparable
            period ended September 30, 2004, a decrease of approximately $373,000.
            This
            decline in net sales reflects both the continued margin
            pressure in
            the textile industry and aggressive pricing by competitors which has
            created a
            strong downward pressure on pricing as well as the continued, although
            decreasing concentration of the Company’s sales to the textiles market (68% and
            79% for the three-month periods ended September 30, 2005 and 2004,
            respectively). Net sales also continue to be adversely
            affected by the
            negative residual effects on the Company’s competitive position in its markets
            resulting primarily from the Company’s inability, between 2003 and most of 2004,
            to fund working capital, staffing expansion, product registrations and
            product
            development needs, when the Company chose to instead expend its very
            limited
            resources on extending its C1 Host Technology platform. The Company is
            endeavoring to transition its revenue base from the lower margin textile
            enzymes
            to higher margin areas such as enzymes for the pulp and paper, food and
            animal
            feed industries, and has begun to achieve slight growth in these other
            enzyme
            industries, increasing net sales in these industries by 39% over sales
            for the
            three-months ended September 30, 2004 (or 32% of net sales versus
            21%).
  To
            what
            degree our net sales from the textiles market will continue
            to decline
            in the future will depend not only on that market’s dynamics, but also on the
            extent to which pricing pressure created by our competitors continues,
            on our
            success in developing new products and our ability to lower our production
            costs.  We believe our revenues will resume growth when new products
            being
            developed from our C1 Host Technology and other technologies for new
            markets
            (e.g. pulp & paper, food and animal feed) begin to achieve penetration
            and other new products are introduced both to existing and other new
            markets. We
            have made and continue to make substantial investments both in personnel
            and
            other initiatives since November 2004 to expand our sales, marketing
            and product
            development efforts and in advancing our C1 Host technology and other
            technologies. We
            continue to support our textile customers, directing the necessary resources
            to
            customer support and R&D innovation to maintain market share in this
            segment.However, we intend to exercise discipline over the application
            of resources to the textiles market (which is characterized by low profit
            margins and intense competition) relative to other higher profit and
            larger
            market opportunities we identify, the initial effects of which are beginning
            to
            be seen in the second and third quarters of 2005. Nonetheless, the markets
            for a
            number of our new products are generally characterized by longer sales
            cycles
            for reasons relating to various factors, such as required governmental
            registration processes (e.g. food and animal feed enzymes in Europe)
            and
            required product trials at customers’ facilities of multi-month durations or
            longer (e.g. pulp & paper), and we can, therefore, offer no guidance as to
            when, or if, these new products will penetrate those markets.
  The
            following table reflects the Company’s net sales by industry for the three-month
            periods ended September 30, 2005 and 2004:
  **Three-Months
                        Ended September 30,****2005**
                    ****
                    **%**
                    **2004**
                    **%**
                    **Increase/(Decrease)**Textile*
                    
                    $
                    2,795,000
                    
                    68
                    %
                    $
                    3,566,000
                    
                    79
                    %
                    $
                    (771,000
                    )Animal
                        Feed*
                    
                    
                    354,000
                    
                    8
                    %
                    
                    236,000
                    
                    5
                    %
                    
                    118,000Pulp
                        & Paper*
                    
                    
                    522,000
                    
                    13
                    %
                    
                    371,000
                    
                    8
                    %
                    
                    151,000Others
                        (5 industries)*
                    
                    
                    469,000
                    
                    11
                    %
                    
                    340,000
                    
                    8
                    %
                    
                    129,000Bioscience
                    
                    
                    --
                    
                    0
                    %
                    
                    --
                    
                    0
                    %
                    
                    --$
                    4,140,000
                    
                    100
                    %
                    $
                    4,513,000
                    
                    100
                    %
                    $
                    (373,000
                    )
 *
            Industrial Enzyme Industries
  **Cost
            of Goods Sold**
 
 For
            the
            three-months ended September 30, 2005, cost of goods sold was approximately
            $3,318,000, or 80% of net sales, as compared to approximately $3,497,000,
            or 77%
            of net sales for the three-months ended September 30, 2004.
 The
            Company transacts a significant amount of its business in foreign currency.
            The
            effect of changes in foreign currency rates and the resultant effect
            on the cost
            of inventory and certain contract manufacturing costs denominated in
            Euros have
            and may significantly impact the ultimate cost incurred by the Company
            in the
            future.
 
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  **Research
            and Development**
 
 For
            the
            three-months ended September 30, 2005, research and development expenses,
            or
            R&D, were approximately $1,067,000, or 26% of net sales, as compared to
            approximately $975,000, or 22% of net sales for the three-months ended
            September
            30, 2004, representing an increase of approximately $92,000. To assist
            in the
            development of our core technologies, and on new
            product and technology development, in an effort to ultimately increase
            revenues
            and profit margins and to also create additional business opportunities,
            we
            hired a project manager, outside contract labor and scientific consultants
            which
            contributed to this increase.
 
 **Selling,
            General and Administrative Expenses**
 
 For
            the
            three-months ended September 30, 2005, selling, general and administrative
            expenses were approximately $2,175,000, or 53% of net sales, compared
            to
            approximately $1,227,000, or 27% of net sales for the three-months ended
            September 30, 2004, representing an increase of approximately $948,000.
            This
            increase is attributable to several factors, including an increase in
            salaries
            and wages of approximately $474,000 due to the addition of eleven
            employees
            in 2005 (three in the finance department, including a Chief Financial
            Officer,
            and eight in sales and marketing, including a Vice President -
            Pulp and
            Paper), additional contract labor as
            well
            as additional technical sales representatives in our Asian subsidiary.
            These additions are a part of the substantial investments both in personnel
            and
            other initiatives we have made since November 2004 to expand our sales,
            marketing and product development efforts, as well as to staff the Company
            with
            the personnel necessary to operate as a public company. Increased professional
            fees of approximately $266,000 related to accounting, legal and other
            service
            related expenses to maintain a public company status and increased travel
            and
            entertainment costs of approximately $65,000 due to the additions to
            the sales
            force are also factors that contributed to the increase in selling, general
            and
            administrative expenses.
  **Other
            Income (Expense)**
  *Interest
            Expense*
  For
            the
            three-months ended September 30, 2005, interest expense was approximately
            $177,000 as compared to approximately $123,000 for the three-months ended
            September 30, 2004, representing an increase of approximately $54,000.
            This
            increase was due primarily to the amortization of beneficial conversion
            features
            of approximately $93,000, as described below. Partially offsetting this
            $93,000
            increase is a decrease in interest expense of approximately $27,000,
            which
            relates to a $1,225,000 note payable to the Mark A. Emalfarb Trust that
            was
            cancelled in exchange for 367,868 Investment Units in November 2004.
            The
            exchange was effected at a price of $3.33 per share, which was the offering
            price in the Company’s October Offering.
  In
            connection
            with the Merger and a series of related transactions, the Bridge Loan
            maturity
            date and the Bridge Loan warrants were modified in November 2004 and,
            as a
            result, we will recognize approximately an additional $350,000 in interest
            expense through the new maturity date, January 1, 2007. Also in November
            2004, a
            $1,225,000 note payable to the Mark A. Emalfarb Trust was cancelled in
            exchange
            for 367,868 Investment Units and the conversion prices on the convertible
            notes
            due to the Emalfarb Trust and the Francisco Trust were modified to fix
            the
            conversion price at $3.33 per share, which resulted in a beneficial conversion
            feature of approximately $554,000 to be amortized to interest expense
            through
            the maturity date of January 1, 2007.
  *Investment
            Income, Net*
  For
            the
            three-months ended September 30, 2005, income from investments was approximately
            $109,000. There were no investments held during the three-months ended
            September
            30, 2004. The net proceeds from the private placement offering completed
            in
            early November 2004, were invested in money market funds during the three-months
            ended September 30, 2005.
 
 *Foreign
            Currency Exchange Gains (Losses), Net*
  For
            the
            three-months ended September 30, 2005, the Company incurred a net foreign
            currency exchange loss of approximately $9,000 as compared to a net gain
            of
            approximately $79,000 for the three-months ended September 30, 2004.
            The $88,000
            change is the result of a shift in the proportion of sales transactions
            to
            expenditure transactions that are denominated in a foreign currency coupled
            with
            the timing of the settlement of the transactions. A large portion of
            our
            business is transacted with foreign customers and vendors in foreign
            currency
            denominations. Accordingly, fluctuations in foreign currency exchange
            rates,
            primarily relating to the Euro, can greatly impact the amount of foreign
            currency gains (losses) we recognize in future periods relating to these
            transactions. We do not, and have no current plans to, engage in foreign
            currency exchange hedging transactions.
  
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 **Results
            of Operations for the Nine-Months Ended September 30, 2005 Compared to
            the
            Nine-Months Ended September 30, 2004**
 The
            following table sets forth the amount of increase or decrease represented
            by
            certain items reflected in the Company's condensed consolidated statements
            of
            operations in comparing the nine-months ended September 30, 2005 to the
            nine-months ended September 30, 2004 (in thousands):
 
 **Nine-Months
                      Ended**
                    **September
                      30,**(In
                      thousands)
                  
                  **2005**
                  
                  **2004**
                  
                  **Increase
                      (Decrease)**Net
                      sales
                  
                  $
                  11,863
                  
                  $
                  12,944
                  
                  $
                  (1,081
                  )Cost
                      of goods sold
                  
                  
                  9,514
                  
                  
                  9,819
                  
                  
                  (305
                  )Gross profit
                  
                  
                  2,349
                  
                  
                  3,125
                  
                  
                  (776
                  )Operating
                      expenses:Research and development
                  
                  
                  3,759
                  
                  
                  2,683
                  
                  
                  1,076Selling, general and administrative
                  
                  
                  6,079
                  
                  
                  3,280
                  
                  
                  2,799Total
                    operating
                    expenses
                  
                  
                  9,838
                  
                  
                  5,963
                  
                  
                  3,875Loss from operations
                  
                  
                  (7,489
                  )
                  
                  (2,838
                  )
                  
                  (4,651
                  )Other
                      income (expense):Interest expense
                  
                  
                  (527
                  )
                  
                  (347
                  )
                  
                  (180
                  )Investment income, net
                  
                  
                  132
                  
                  
                  3
                  
                  
                  129Minority interest
                  
                  
                  (35
                  )
                  
                  (67
                  )
                  
                  32Foreign currency exchange gain (loss),net
                  
                  
                  27
                  
                  
                  (56
                  )
                  
                  83Other (expense) income, net
                  
                  
                  2
                  
                  
                  18
                  
                  
                  (16
                  )Total other expense
                  
                  
                  (401
                  )
                  
                  (449
                  )
                  
                  48Loss
                      before income taxes
                  
                  
                  (7,890
                  )
                  
                  (3,287
                  )
                  
                  (4,603
                  )Provision
                      for income taxes
                  
                  
                  43
                  
                  
                  86
                  
                  
                  (43
                  )Net
                      loss
                  
                  $
                  (7,933
                  )
                  $
                  (3,373
                  )
                  $
                  (4,560
                  )
 
 
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  **Net
            Sales**
   For
            the
            nine-months ended September 30, 2005, we generated net sales of approximately
            $11,863,000, compared to net sales of approximately $12,944,000 for the
            comparable period ended September 30, 2004, a decrease of approximately
            $1,081,000. This decline in net sales reflects both the
            continued
            margin pressure in the textile industry and aggressive pricing by competitors
            which has created a strong downward pressure on pricing as well as the
            continued, although decreasing concentration of the Company’s sales to the
            textiles market (73% and 80% for the nine-month periods ended September
            30, 2005
            and 2004, respectively). Net sales also continue to be
            adversely
            affected by the negative residual effects on the Company’s competitive position
            in its markets resulting primarily from the Company’s inability, between 2003
            and most of 2004, to fund working capital, staffing expansion, product
            registrations and product development needs, when the Company chose to
            instead
            expend its very limited resources on extending its C1 Host Technology
            platform.
            The Company is endeavoring to transition its revenue base from the lower
            margin
            textile enzymes to higher margin areas such as enzymes for the pulp and
            paper,
            food and animal feed industries, and despite a decrease in the
            first
            quarter of 2005, has begun to achieve slight growth in these other enzyme
            industries, increasing net sales in these industries during the second
            and third
            quarters, for an increase in net sales of 19% in these industries over
            sales for
            the nine-months ended September 30, 2004 (or 27% of net sales versus
            20%).
  To
            what
            degree our net sales from the textiles market will continue
            to decline
            in the future will depend not only on that market’s dynamics, but also on the
            extent to which pricing pressure created by our competitors continues,
            on our
            success in developing new products and our ability to lower our production
            costs.  We believe our revenues will resume growth when new products
            being
            developed from our C1 Host Technology and other technologies for new
            markets
            (e.g. pulp & paper, food and animal feed) begin to achieve penetration
            and other new products are introduced both to existing and other new
            markets. We
            have made and continue to make substantial investments both in personnel
            and
            other initiatives since November 2004 to expand our sales, marketing
            and product
            development efforts and in advancing our C1 host technology and other
            technologies. We
            continue to support our textile customers, directing the necessary resources
            to
            customer support and R&D innovation to maintain market share in this
            segment.However, we intend to exercise discipline over the application
            of resources to the textiles market (which is characterized by low profit
            margins and intense competition) relative to other higher profit and
            larger
            market opportunities we identify. Nonetheless, the markets for a number
            of our
            new products are generally characterized by longer sales cycles for reasons
            relating to various factors, such as required governmental registration
            processes (e.g. food and animal feed enzymes in Europe) and required
            product
            trials at customers’ facilities of multi-month durations or longer (e.g. pulp
& paper), and we can, therefore, offer no guidance as to when, or if,
            these
            new products will penetrate those markets.
  The
            following table reflects the Company’s net sales by industry for the nine-month
            periods ended September 30, 2005 and 2004:
  **Nine-Months
                      Ended September 30,****2005**
                  ****
                  **%**
                  ****
                  **2004**
                  **%**
                  
                  **Increase/(Decrease)**Textile*
                  
                  $
                  8,622,000
                  
                  73
                  %
                  $
                  10,313,000
                  
                  80
                  %
                  $
                  (1,691,000
                  )Animal
                      Feed*
                  
                  
                  904,000
                  
                  8
                  %
                  
                  851,000
                  
                  7
                  %
                  
                  53,000Pulp
                      & Paper*
                  
                  
                  1,286,000
                  
                  11
                  %
                  
                  848,000
                  
                  6
                  %
                  
                  438,000Others
                      (5 industries)*
                  
                  
                  976,000
                  
                  8
                  %
                  
                  932,000
                  
                  7
                  %
                  
                  44,000Bioscience
                  
                  
                  75,000
                  
                  --
                  %
                  
                  --
                  
                  0
                  %
                  
                  75,000$
                  11,863,000
                  
                  100
                  %
                  $
                  12,944,000
                  
                  100
                  %
                  $
                  (1,081,000
                  )
 *Industrial
            Enzyme Industries
 
 **Cost
            of Goods Sold**
 
 For
            the
            nine-months ended September 30, 2005, cost of goods sold was approximately
            $9,514,000, or 80% of net sales, as compared to approximately $9,819,000,
            or 76%
            of net sales for the nine-months ended September 30, 2004. The increase
            in cost
            of goods sold as a percentage of sales is due primarily to an increase
            in the
            inventory allowance, of approximately $337,000 or 2.8% of net sales.
            Due to the
            decrease in textile industry net sales, the Company has recorded a reserve
            for
            slow moving inventory items related to that industry.
  The
            Company transacts a significant amount of its business in foreign currency.
            The
            effect of changes in foreign currency rates and the resultant effect
            on the cost
            of inventory and certain contract manufacturing costs denominated in
            Euros have
            and may significantly impact the ultimate cost incurred by the Company
            in the
            future.
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  **Research
            and Development**
 
 For
            the
            nine-months ended September 30, 2005, research and development expenses,
            or
            R&D, were approximately $3,759,000, or 32% of net sales, as compared to
            approximately $2,683,000, or 21% of net sales for the nine-months ended
            September 30, 2004, representing an increase of approximately $1,076,000.
            Approximately $63,000 of this increase is due to additional patent fees
            related
            to newly granted patents and approximately $59,000 is for
            the
            addition of several key members to our Scientific Advisory Board. R&D
            activity was constrained in 2004 by our lack of adequate capital resources.
            With
            our success in raising additional capital in 2004, we have substantially
            increased our spending for R&D personnel and projects in 2005, both on the
            further development of our core technologies, and on new product and
            technology
            development, in an effort to ultimately increase revenues and profit
            margins and
            to also create additional business opportunities. To assist in this development,
            we hired a project manager, outside contract labor and scientific consultants,
            which resulted in additional expense for the 2005 period of approximately
            $354,000 for labor and R&D supplies. Also, in February 2005, we initiated a
            genomic sequencing project with Agencourt Bioscience to sequence our
            C1 host
            organism. The first phase of the C1 sequencing project was completed
            ahead of
            schedule, in the second quarter of 2005. With the completion of phase
            one, we
            were able to identify several novel commercially useful genes and, upon
            completion of the project, we expect to be able to identify a large variety
            of
            novel commercially useful genes that were previously unavailable to us,
            which
            should greatly assist our ability to accelerate our product development
            efforts
            and further improve
            the efficiencies of our C1 Host Technology for making proteins and enzymes
            for
            diverse markets, including pharmaceuticals, textiles, pulp and paper,
            animal
            feed, and food.
 
 **Selling,
            General and Administrative Expenses**
 
 For
            the
            nine-months ended September 30, 2005, selling, general and administrative
            expenses were approximately $6,079,000, or 51% of net sales, compared
            to
            approximately $3,280,000, or 25% of net sales for the nine-months ended
            September 30, 2004, representing an increase of approximately $2,799,000.
            This
            increase is attributable to several factors, including an increase in
            salaries
            and wages (including recruitment fees) of approximately $1,221,000 due
            to the
            addition of eleven employees (three in the finance department,
            including a
            Chief Financial Officer, and eight in sales and marketing, including
            a Vice
            President - Pulp and Paper), additional contract labor as
            well
            as additional technical sales representatives in our Asian subsidiary.
            These additions are a part of the substantial investments both in personnel
            and
            other initiatives we have made since November 2004 to expand our sales,
            marketing and product development efforts, as well as to staff the Company
            with
            the personnel necessary to operate as a public company. To this end,
            we have
            formed a Board of Directors, four out of five of whom are independent,
            and each
            of whom has led a distinguished career, offering relevant expertise to
            help
            guide the Company. Increased professional fees of approximately $1,200,000
            related to accounting, legal and other service related expenses to assist
            the
            Company in its transition to a public company as well as maintain that
            status,
            and increased travel and entertainment costs of approximately $127,000
            due to
            the additions to the sales force are also factors that contributed to
            the
            increase in selling, general and administrative expenses.
 
 **Other
            Income (Expense)**
  *Interest
            Expense*
  For
            the
            nine-months ended September 30, 2005, interest expense was approximately
            $527,000 as compared to approximately $347,000 for the nine-months ended
            September 30, 2004, representing an increase of approximately $180,000.
            This
            increase was due primarily to the amortization of beneficial conversion
            features
            of approximately $278,000, as described below. Partially offsetting this
            $278,000 increase is a decrease in interest expense of approximately
            $83,000,
            which relates to a $1,225,000 note payable to the Mark A. Emalfarb Trust
            that
            was cancelled in exchange for 367,868 Investment Units in November 2004.
            The
            exchange was effected at a price of $3.33 per share, which was the offering
            price in the Company’s October Offering.
 
 In
            connection with the Merger and a series of related transactions, the
            Bridge Loan
            maturity date and the Bridge Loan warrants were modified in November
            2004 and,
            as a result, we will recognize approximately an additional $350,000 in
            interest
            expense through the new maturity date, January 1, 2007. Also in November
            2004, a
            $1,225,000 note payable to the Mark A. Emalfarb Trust was cancelled in
            exchange
            for 367,868 Investment Units and the conversion prices on the convertible
            notes
            due to the Emalfarb Trust and the Francisco Trust were modified to fix
            the
            conversion price at $3.33 per share, which resulted in a beneficial conversion
            feature of approximately $554,000 to be amortized to interest expense
            through
            the maturity date of January 1, 2007.
  *Investment
            Income, Net*
  For
            the
            nine-months ended September 30, 2005, income from investments was approximately
            $132,000. There were no investments held during the nine-months ended
            September
            30, 2004 and any cash on hand was invested in money market funds. The
            net
            proceeds from the private placement offering completed in early November
            2004,
            were invested in money market funds as of December 31, 2004. During the
            three-months ended March 31, 2005, all remaining proceeds were placed
            in
            short-term investments, which were subsequently sold, resulting in a
            net
            investment loss of approximately $72,000, and then reinvested in money
            market
            funds during the second and third quarters 2005, resulting in net investment
            income of approximately $204,000, the net effect being a $132,000 gain.
 
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  *Foreign
            Currency Exchange Gains (Losses), Net*
  For
            the
            nine-months ended September 30, 2005, the Company incurred net foreign
            currency
            exchange gains of approximately $27,000 as compared to losses of approximately
            $56,000 for the nine-months ended September 30, 2004. The $83,000 change
            is the
            result of a shift in the proportion of sales transactions to expenditure
            transactions that are denominated in a foreign currency coupled with
            the timing
            of the settlement of the transactions. A large portion of our business
            is
            transacted with foreign customers and vendors in foreign currency denominations.
            Accordingly, fluctuations in foreign currency exchange rates, primarily
            relating
            to the Euro, can greatly impact the amount of foreign currency gains
            (losses) we
            recognize in future periods relating to these transactions. We do not,
            and have
            no current plans to, engage in foreign currency exchange hedging
            transactions.
  **Liquidity
            and Capital Resources**
 
 *Capital
            Raising Activities*
  Since
            inception, the Company has financed operations primarily with proceeds
            from the
            sales of the products from its Enzyme Business, external borrowings,
            borrowings
            from its stockholders and sales of preferred and common equity securities.
            In
            May 2003, the Company received a $3,000,000 loan from a group of stockholders,
            including the Chief Executive Officer, who contributed $2,185,000, and
            a group
            of other Dyadic-Florida stockholders who contributed $815,000. In the
            first half
            of 2004, we raised approximately $4,740,000 in private offerings of our
            equity
            securities, of which $1,500,000 was used to redeem all outstanding shares
            of our
            Series A convertible preferred stock.
  In
            November 2004, in accordance with Subscription Agreements and a Private
            Offering
            Memorandum (the “October Offering”) dated October 2004, the Company sold
            7,629,204 Investment Units, realizing gross proceeds of approximately
            $25,405,000. An Investment Unit consists of one share of the Company's
            common
            stock and one five-year callable warrant to purchase one share of the
            Company's
            common stock at $5.50 per share for every two Investment Units purchased.
            Accordingly, 3,814,602 warrants to purchase the Company's common stock
            were
            issued to participants in the October Offering. Concurrently, the Company
            issued
            711,050 warrants to purchase the Company's common stock at $5.50 per
            share to
            participants in the Offering completed in July 2004, as well as 247,730
            warrants
            to purchase the Company's common stock at $5.50 per share and 495,460
            warrants
            to purchase the Company's common stock at $3.33 per share, both to placement
            agents in the October Offering.
  Ancillary
            to the Merger and October Offering, in November 2004, an additional 367,868
            Investment Units were sold to Mark A. Emalfarb through the Mark A. Emalfarb
            Trust in exchange for the cancellation of the Company's note payable
            to the Mark
            A. Emalfarb Trust with a balance of $1,225,000. The exchange was effected
            at a
            price of $3.33 per share, which was the offering price in the Company’s October
            Offering.
 
 Concurrent
            with the Company’s completion of the Merger and the equity issuance transactions
            described above, a warrant
            to purchase 1.5 million shares of the Company's common stock issued in
            connection with the May 2003 $3.0 million revolving note payable to the
            Mark A.
            Emalfarb Trust and the group of other Dyadic-Florida stockholders was
            modified
            to reduce the exercise price from $4.50 to $3.33 per share. Additionally,
            the
            maturity date of this Bridge Loan was extended to January 1, 2007. As
            a result,
            approximately $350,000, representing the incremental fair value of the
            modified
            warrant as compared to the fair value of the original warrant immediately
            before
            the modification is being amortized to interest expense through the new
            maturity
            date. Approximately $903,000 of the proceeds from the October Offering
            were used
            to pay off the $815,000 of principal and approximately $88,000 of accrued
            interest for the portion of the bridge loan contributed by the group
            of other
            Dyadic-Florida shareholders.
 
 Also
            concurrent with the Company’s completion of the Merger and the equity
            transactions described above ,
            the
            conversion prices with respect to the October 29, 2004 principal and
            accrued
            interest balances on the Emalfarb Trust Note and the Francisco Trust
            Note were
            fixed at $3.33 per share, and the due dates were extended to January
            1, 2007. As
            a result of the modification of the conversion price, a beneficial conversion
            feature totaling approximately $554,000 is being amortized to interest
            expense
            through the new maturity date.
 
 *Cash
            Flow*
  *Operating
            Activities*
  Net
            cash
            used in operating activities was approximately $6,250,000 and $2,820,000
            for the
            nine-months ended September 30, 2005 and 2004, respectively, which was
            primarily
            due to the increase in net loss in 2005 of approximately $4,560,000,
            which was
            partially offset by improved working capital management.
 
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  *Investing
            Activities*
 
 For
            the
            nine-months ended September 30, 2005, net cash used in investing activities
            was
            approximately $356,000 as compared to approximately $44,000 for the nine-months
            ended September 30, 2004, which relates to purchases of property and
            equipment.
            There are no immediate plans for large increases in capital expenditures;
            however, management is continually assessing such requirements concurrent
            with
            our growth. The Company made a purchase of $861,861 of land (the “Site”), which
            was obtained through the issuance of 300,300 shares of common stock (see
            Note
            3 to Condensed Consolidated Financial Statements in Item 1). The
            Commercial Land Purchase and Sale Agreement obligates Dyadic to commence
            development of the Site within two (2) years following the closing date.
            During
            this two-year period, Dyadic is prohibited from re-transferring the Site
            to any
            other person other than (i) in connection with a sale of Dyadic, (ii)
            to an
            affiliate or (iii) with the approval of Dyadic's Board of Directors (a
            majority
            of its independent directors), to the Francisco Trust, the Mark A. Emalfarb
            Trust and/or any entity that is controlled, directly or indirectly, by
            Mark A.
            Emalfarb and/or his family members. It is not the Company’s intention to use its
            own funds to develop this property, therefore the Company is considering
            such
            options as a joint venture or other arrangement to accomplish the development
            of
            the Site. There can be no assurance, however, that any joint venture
            or other
            arrangements will occur within the prescribed timeframe. The Company
            is
            evaluating the advantages and disadvantages of Site development relative
            to
            their impact on Dyadic’s future office and R&D needs and cash resources, and
            is also considering other alternatives to optimize the asset value of
            the Site
            at this time.
  *Financing
            Activities*
  For
            the
            nine-months ended September 30, 2005, our net cash used in financing
            activities
            was approximately $98,000, for issuance costs related to the October
            2004
            private offering. During the nine-months ended September 30, 2004, net
            cash
            provided by financing activities was approximately $2,968,000. This amount
            is
            primarily due to cash received from a private placement in 2004 resulting
            in net
            proceeds of approximately $4,580,000 which was partially offset by a
            $1,500,000
            payment for the redemption of outstanding shares of our Series A convertible
            preferred stock and approximately $112,000 for repayment of notes
            payable.
 
 
 *Financial
            Condition and Liquidity at September 30, 2005*
  As
            of
            September 30, 2005, stockholders' equity was approximately $17,515,000,
            an
            increase of approximately $15,098,000 over September 30, 2004. The improvement
            is primarily due to the equity capital we raised in July 2004 and November
            2004
            of approximately $28,470,000, which increased our common stock and additional
            paid-in-capital accounts. This increase was partially offset by the net
            loss
            incurred for the twelve month period ending on September 30, 2005 of
            approximately $10,640,000.
  As
            of
            September 30, 2005, we had a total of approximately $13,772,000 in cash
            and cash
            equivalents and restricted cash of approximately $35,000. Our outstanding
            indebtedness was approximately $3,711,000 as of September 30, 2005, and
            consisted of notes payable to certain stockholders and the Bridge Loan.
            We are
            committed to make annual minimum payments under our operating leases
            aggregating
            approximately $297,000 for 2005, approximately $84,000 for 2006, approximately
            $43,000 in 2007, approximately $39,000 in 2008, and approximately $219,000
            thereafter. We also are committed to make annual minimum payments under
            our
            Polish contract manufacturing agreement of $81,000 for the remainder
            of 2005 and
            $658,000 thereafter through 2008. We have also entered into various agreements
            with independent third parties to conduct R&D activities on our behalf. One
            such agreement, entered into in July 2004, has committed a third party
            to
            provide research and development assistance valued at approximately $1.25
            million. The consideration includes $250,000 in cash, which was paid
            upon
            signing the agreement, and 300,300 shares of our common stock, to be
            released
            from escrow as the shares are earned. The agreement is with one of our
            long-standing third party R&D vendors. Our Commercial Land Purchase and Sale
            Agreement obligates us to commence development of the land that we acquired
            within two (2) years of the closing (May 25, 2005); however, it is not
            the
            Company’s intention to use its own funds to develop this property, therefore
            the
            Company is considering such options as a joint venture or other arrangement
            to
            accomplish the development of the Site. The
            Company is evaluating the advantages and disadvantages of Site development
            relative to their impact on Dyadic’s future office and R&D needs and cash
            resources, and is also considering other alternatives to optimize the
            asset
            value of the Site at this time.We also have employment agreements with
            several officers and key employees as outlined in the section entitled
            “Management’s Discussion and Analysis of Financial Condition and Results of
            Operations” in our Annual Report on Form 10-KSB for the year ended December 31,
            2004.
 
 *Funding
            of Future Operations*
  We
              believe that our operating losses will continue in 2005 and into 2006.
              In
              addition, our future capital requirements will be substantial. We believe
              that
              we will have sufficient capital to fund our operations and meet our
              obligations
              through year end 2006, based on current sales volumes. The rate at
              which we used
              cash to fund our operations in the first two quarters of 2005 has decreased
              significantly during the third quarter of 2005. This reduction is primarily
              due
              to the decrease in our ongoing costs of being a public company and
              from the
              one-time benefit of an inventory management plan, which allowed us
              to adjust
              spending and utilize our existing inventory more efficiently. Dyadic
              anticipates
              that its usage of cash to fund operations during the fourth quarter
              of 2005 and
              into 2006, will remain lower than that of the first half of 2005, however,
              because the effect of the inventory management plan was a one-time
              benefit, an
              increase is expected over third quarter usage. Dyadic has established
              a number
              of flexible partnerships in the areas of manufacturing and research
              and
              development, enabling us to adjust spending in those areas as necessary,
              to
              achieve the objectives of our business plan, and manage both our resources
              and
              cash utilization rate. There can be no assurance, however, that we
              will achieve
              decreased cash outflows as a result of these factors, or achieve them
              in the
              timeframe outlined. It is possible that we will seek additional financing
              within
              this timeframe. We may raise additional funds through public or private
              financings, collaborative relationships, licensing or selling of certain
              technologies or other arrangements. Additional funding, if sought,
              may not be
              available at all, or may not be available on terms favorable to us.
              Further, any
              additional equity financing may be dilutive to stockholders, and debt
              financing,
              if available, may involve restrictive covenants. Our failure to raise
              capital
              when needed may harm our business and operating results.
 
 ***Off-Balance
            Sheet Arrangements***
  We
            do not
            have any off-balance sheet arrangements .
 
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 ***Item
            3.******Controls******and
            Procedures***
 
 (a)
            Evaluation of Disclosure Controls and Procedures
 
 As
            required by Rule 13a-15 under the Securities Exchange Act of 1934, as
            of the end
            of the period covered by this Quarterly Report, the Company carried out
            an
            evaluation under the supervision and with the participation of the Company’s
            management, including the Company’s Chief Executive Officer and Chief Financial
            Officer, of the effectiveness of the design and operation of the Company’s
            disclosure controls and procedures.  Based upon that evaluation,
            the Chief
            Executive Officer and Chief Financial Officer concluded that the Company’s
            disclosure controls and procedures were effective as of September 30,
            2005.
 
 (b)
            Changes in Internal Controls
 
 There
            have not been any changes in the Company's internal controls over financial
            reporting identified in connection with the evaluation required by paragraph
            (d)
            of Exchange Act Rules 13a-15 and 15d-15 during the quarter ended
            September
            30, 2005 that have materially affected, or are reasonably likely to materially
            affect, the Company's internal control over financial reporting.
 
 
 **PART** **II. OTHER INFORMATION**
 
 
 
 ***Item6.****Exhibits***
 
 **A)**
                  **Index
                      to Exhibits**
 **Exhibits**
                  **Description
                      of Documents**31.1
                  Certification
                      of Chief Executive Officer pursuant to Section 302 of
                      the
                      Sarbanes-Oxley Act of 2002 (1)31.2
                  Certification
                      of Chief Financial Officer pursuant to Section 302 of
                      the
                      Sarbanes-Oxley Act of 2002 (1)32.1
                    
                    32.2
                  Certification
                      of Chief Executive Officer required by 18 U.S.C. Section 1350
                      (as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002)
                      (1)
                    
                    Certification
                      of Chief Financial Officer required by 18 U.S.C. Section 1350
                      (as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002)
                      (1)
 
 
 
 (1)
                  Filed
                      herewith.
 
  
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  SIGNATURES
 
 In
            accordance with the requirements of the Exchange Act, Dyadic International,
            Inc.
            caused this report to be signed on its behalf by the undersigned, thereunto
            duly
            authorized.
 
 
 DYADIC
                        INTERNATIONAL, INC.(Registrant)Date:
                        November 14, 2005
                    By:
                        /s/ Mark A. EmalfarbMark
                        A. EmalfarbChief
                        Executive OfficerDate:
                        November 14, 2005
                    By:
                      /s/ Wayne MoorWayne
                        MoorChief
                        Financial Officer


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