##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



Form 10-QSB



---



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-50435



---



MD Technologies Inc.

(Name of small business issuer in its charter)



---



|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|DELAWARE                                                       |  | 72-1491921                            
|(State or other jurisdiction of incorporation or organization) |  | (I. R. S. Employer Identification No.)
|                                                               | 
|620 FLORIDA ST., SUITE 200 BATON ROUGE, LOUISIANA              |  | 70801                                 
|(Address of principal executive offices)                       |  | (Zip Code)                            



Issuers
telephone number (225) 343-7169



---



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 ̈



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.    Yes ̈No ̈Not applicable.



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: Common Stock: 3,949,313 shares outstanding as of April 19, 2005.



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



---



---

##### Table of Contents

MD TECHNOLOGIES INC.



INDEX TO FORM
10-QSB



March 31, 2005



|                               |  |                                                                                                |  |                                                                                                 |  |  
|------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | -
|PART I  FINANCIAL INFORMATION |  |                                                                                               
|                               |  |                                                                                               
|                               |  | Item 1  Financial Statements (unaudited)                                                      |  |                                                                                                
|                               |  |                                                                                                | 
|                               |  |                                                                                                |  | Condensed Balance Sheets at March 31, 2005 and December 31, 2004                                |  | 3
|                               |  |                                                                                                | 
|                               |  |                                                                                                |  | Condensed Statements of Operations For the Three Months Ended March 31, 2005 and March 31, 2004 |  | 4
|                               |  |                                                                                                | 
|                               |  |                                                                                                |  | Condensed Statements of Cash Flows For the Three Months Ended March 31, 2005 and March 31, 2004 |  | 5
|                               |  |                                                                                                | 
|                               |  |                                                                                                |  | Notes to Condensed Financial Statements                                                         |  | 6
|                               |  |                                                                                               
|                               |  | Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 7                                                                                              
|                               |  |                                                                                               
|                               |  | Item 3  Controls and Procedures                                                               |  | 9                                                                                              
|                               | 
|PART II  OTHER INFORMATION    |  | 10                                                                                            
|                               |  |                                                                                               
|                               |  | Item 6  Exhibits and Reports on Form 8-K                                                      |  | 10                                                                                             
|                               | 
|SIGNATURES                     |  | 11                                                                                            
|                               | 
|EXHIBITS                       |  |                                                                                               







---

##### Table of Contents

PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.



MD Technologies Inc.

CONDENSED BALANCE SHEETS

(Unaudited)



|                                                                                                                        |  |                |            |   |               |   |            |  
|----------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                                                                        |  | March 31, 2005 |            |   | Dec. 31, 2004 |  
|ASSETS                                                                                                                  |  |                |            |   |               |   |            |  
|Current Assets                                                                                                          |  |                |            |   |               |   |            |  
|Cash and cash equivalents                                                                                               |  | $              | 684,357    |   |               | $ | 1,045,780  |  
|Accounts receivable                                                                                                     |  |                | 55,782     |   |               |   | 34,662     |  
|Prepaid expenses                                                                                                        |  |                | 2,447      |   |               |   | 22,196     |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|Total current assets                                                                                                    |  |                | 742,586    |   |               |   | 1,102,638  |  
|                                                                                                                        |  |               
|Property and Equipment                                                                                                  |  |                |            |   |               |   |            |  
|Computer equipment and software                                                                                         |  |                | 222,296    |   |               |   | 201,388    |  
|Assets under capital lease                                                                                              |  |                | 44,109     |   |               |   | 44,109     |  
|Furniture and fixtures                                                                                                  |  |                | 30,370     |   |               |   | 25,820     |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|                                                                                                                        |  |                | 296,775    |   |               |   | 271,317    |  
|Less: Accumulated depreciation                                                                                          |  |                | 80,157     |   |               |   | 54,602     |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|                                                                                                                        |  |                | 216,618    |   |               |   | 216,715    |  
|Other Assets                                                                                                            |  |                |            |   |               |   |            |  
|Deferred bond offering costs                                                                                            |  |                | 25,317     |   |               |   |           |  
|Capitalized software costs held for sale, net                                                                           |  |                | 284,708    |   |               |   | 284,711    |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|Total assets                                                                                                            |  | $              | 1,269,229  |   |               | $ | 1,604,064  |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                    |  |                |            |   |               |   |            |  
|Current Liabilities                                                                                                     |  |                |            |   |               |   |            |  
|Accounts payable                                                                                                        |  | $              | 17,442     |   |               | $ | 27,286     |  
|Accrued expenses and interest                                                                                           |  |                | 92,763     |   |               |   | 25,627     |  
|Current portion of note payable                                                                                         |  |                | 6,522      |   |               |   | 6,425      |  
|Current portion of obligation under capital lease                                                                       |  |                | 9,606      |   |               |   | 9,351      |  
|Deferred revenue                                                                                                        |  |                | 13,515     |   |               |   | 14,555     |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|Total current liabilities                                                                                               |  |                | 139,848    |   |               |   | 83,244     |  
|                                                                                                                        |  |               
|Long Term Liabilities                                                                                                   |  |                |            |   |               |   |            |  
|Note payable, net of current portion                                                                                    |  |                | 16,125     |   |               |   | 17,791     |  
|Obligation under capital lease, net of current portion                                                                  |  |                | 27,387     |   |               |   | 29,886     |  
|                                                                                                                        |  |               
|Stockholders Equity                                                                                                    |  |                |            |   |               |   |            |  
|Preferred stock, no par value; 20,000 shares authorized, no shares issued or outstanding                                |  |                |           |   |               |   |           |  
|Common stock, $0.0004 par value; 30,000,000 shares authorized, 4,905,561 shares issued and 3,949,311 shares outstanding |  |                | 1,962      |   |               |   | 1,962      |  
|Additional paid-in capital                                                                                              |  |                | 4,338,957  |   |               |   | 4,338,957  |  
|Treasury stock                                                                                                          |  |                | (383       | ) |               |   | (383       | )
|Retained earnings                                                                                                       |  |                | (3,254,667 | ) |               |   | (2,867,393 | )
|                                                                                                                        |  |                |            |   |               |   |            |  
|Total stockholders equity                                                                                              |  |                | 1,085,869  |   |               |   | 1,473,143  |  
|                                                                                                                        |  |                |            |   |               |   |            |  
|Total liabilities and stockholders equity                                                                              |  | $              | 1,269,229  |   |               | $ | 1,604,064  |  
|                                                                                                                        |  |                |            |   |               |   |            |  



The accompanying
notes are an integral part of the financial statements.



-3-



---

##### Table of Contents

MD Technologies Inc.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)



|                                             |  |                                     |            |   |      |   |            |  
|-------------------------------------------- |  | ----------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                             |  | For the three months endedMarch 31, |           
|                                             |  | 2005                                |            |   | 2004 |  
|REVENUES                                     |  |                                     |            |   |      |   |            |  
|Sales and service revenue                    |  |                                     | 205,629    |   |      |   | 120,444    |  
|                                             |  |                                     |            |   |      |   |            |  
|Total revenues                               |  |                                     | 205,629    |   |      |   | 120,444    |  
|                                             |  |                                    
|COSTS OF REVENUES                            |  |                                     |            |   |      |   |            |  
|Salaries direct                              |  |                                     | 33,123     |   |      |   | 14,444     |  
|Depreciation                                 |  |                                     | 31,203     |   |      |   | 13,410     |  
|Other cost of revenue                        |  |                                     | 6,880      |   |      |   | 8,724      |  
|                                             |  |                                     |            |   |      |   |            |  
|Total cost of revenues                       |  |                                     | 71,206     |   |      |   | 36,579     |  
|                                             |  |                                     |            |   |      |   |            |  
|Gross profit (loss)                          |  |                                     | 134,423    |   |      |   | 83,865     |  
|                                             |  |                                    
|OPERATING EXPENSES                           |  |                                     |            |   |      |   |            |  
|Compensation                                 |  |                                     | 333,699    |   |      |   | 149,547    |  
|Depreciation                                 |  |                                     | 25,555     |   |      |   | 11,542     |  
|Selling, general and administrative expenses |  |                                     | 163,138    |   |      |   | 143,698    |  
|                                             |  |                                     |            |   |      |   |            |  
|Total operating expenses                     |  |                                     | 522,392    |   |      |   | 304,787    |  
|                                             |  |                                     |            |   |      |   |            |  
|Income from operations                       |  |                                     | (387,969   | ) |      |   | (220,922   | )
|                                             |  |                                    
|OTHER INCOME (EXPENSE)                       |  |                                     |            |   |      |   |            |  
|Interest income                              |  |                                     | 2,050      |   |      |   | 402        |  
|Interest expense                             |  |                                     | (1,355     | ) |      |   | (7,744     | )
|                                             |  |                                     |            |   |      |   |            |  
|NET LOSS                                     |  |                                     | (387,274   | ) |      |   | (228,264   | )
|                                             |  |                                    
|Retained earnings, beginning of period       |  |                                     | (2,867,393 | ) |      |   | (1,579,786 | )
|                                             |  |                                     |            |   |      |   |            |  
|Retained earnings, end of period             |  |                                     | (3,254,667 | ) |      | $ | (1,808,050 | )
|                                             |  |                                     |            |   |      |   |            |  
|Income per share: (Basic and diluted)        |  | $                                   | (0.10      | ) |      | $ | (0.06      | )
|                                             |  |                                     |            |   |      |   |            |  
|Wtd. average number of shares outstanding    |  |                                     | 3,949,311  |   |      |   | 3,604,563  |  
|                                             |  |                                     |            |   |      |   |            |  



The accompanying
notes are an integral part of the financial statements.



-4-



---

##### Table of Contents

MD Technologies Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                       |  |                                      |           |   |      |   |           |  
|------------------------------------------------------ |  | ------------------------------------ | --------- | - | ---- | - | --------- | -
|                                                       |  | For the three months ended March 31, |          
|                                                       |  | 2005                                 |           |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                   |  | $                                    | (275,634  | ) |      | $ | (336,841  | )
|                                                       |  |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                   |  |                                      |           |   |      |   |           |  
|Plant and equipment purchases                          |  |                                      | (25,458   | ) |      |   | (64,554   | )
|Capitalization of software development costs           |  |                                      | (31,200   | ) |      |   | (30,982   | )
|                                                       |  |                                      |           |   |      |   |           |  
|Net cash flows used by investing activities            |  |                                      | (56,658   | ) |      |   | (95,536   | )
|                                                       |  |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                   |  |                                      |           |   |      |   |           |  
|Deferred offering costs                                |  |                                      | (25,318   | ) |      |   | (17,599   | )
|Issuance of stock for cash                             |  |                                      |          |   |      |   | 3,011,600 |  
|Repayment of debt                                      |  |                                      | (3,813    | ) |      |   | (72,549   | )
|Repayment of related party debt                        |  |                                      |          |   |      |   | (172,046  | )
|                                                       |  |                                      |           |   |      |   |           |  
|Net cash flows provided (used) by financing activities |  |                                      | (29,131   | ) |      |   | 2,749,406 |  
|                                                       |  |                                      |           |   |      |   |           |  
|NET INCREASE (DECREASE) IN CASH                        |  |                                      | (361,423  | ) |      |   | 2,317,029 |  
|                                                       |  |                                     
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         |  |                                      | 1,045,780 |   |      |   | 2,923     |  
|                                                       |  |                                      |           |   |      |   |           |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD               |  | $                                    | 684,357   |   |      | $ | 2,319,952 |  
|                                                       |  |                                      |           |   |      |   |           |  



The accompanying
notes are an integral part of the financial statements.



-5-



---

##### Table of Contents

MD Technologies Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2005



|1. | Managements Representation of Interim Financial Information
|-- | ------------------------------------------------------------



The accompanying financial statements have been prepared by MD Technologies Inc. without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by
such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary to a
fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at December 31, 2004.



-6-



---

##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION



The discussion in this Quarterly Report on Form 10-QSB regarding MD Technologies Inc., its business and operations includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1996. This report and the information incorporated by reference in it contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. Such statements consist of
any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as may, expect, anticipate, estimate or continue or the
negative thereof or other variations thereon or comparable terminology. The reader is cautioned that all forward-looking statements are necessarily speculative and there are certain risks and uncertainties that could cause actual events or results
to differ materially from those referred to in such forward looking statements. We do not have a policy of updating or revising forward-looking statements and thus it should not be assumed that silence by us over time means that actual events are
bearing out as estimated in such forward looking statements.



When used in
this Quarterly Report, the terms  we, our, us, and MD Technologies refers to MD Technologies Inc., a Delaware corporation.



Certain statements contained in this Managements Discussion and Analysis are forward-looking statements. Actual
results could differ materially from those encompassed within such forward-looking statements as a result of various factors.



General



For an understanding of the significant factors that influenced our results during the past three fiscal years, you should read the following discussion
in conjunction with our consolidated financial statements and related notes. In addition, you should read the following discussion in conjunction with the Managements Discussion and Analysis included in our Annual Report on Form 10-KSB for the
year ended December 31, 2004.



The Quarter Ended March 31,
2005 Compared with the Quarter Ended March 31, 2004



| |  |  | Total revenue increased 71% in the quarter ended March 31, 2005 to $205,629 from $120,444 in the quarter ended March 31, 2004.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of Revenues increased 95% to $71,206.
| | - |  | ------------------------------------------



| |  |  | Operating Expenses increased 71% to $522,392.
| | - |  | ---------------------------------------------



| |  |  | Net Loss increased 70% to $387,274 ($.10/share.)
| | - |  | ------------------------------------------------



During the three months ended March 31, 2005 we continued to implement our strategy of acquiring aggressive customer and revenue growth through the
implementation of our sales and marketing strategies. Our operating expenses for these three months were significantly higher than the quarter for the three months ending March 31, 2004. The increase in operating expenses is the result of the
initial build out phase of expanding the Companys operations with the funds received from the public offering in 2004. We did not begin building our infrastructure until the end of the quarter ending March 31, 2004 and therefore did not incur
as many expenses as we incurred during the quarter ending March 31, 2005 when we were fully staffed. While our total revenues increased significantly during this period, the increase in operating expenses contributed most to the increase in our Net
Loss.



Results of Operations



Revenues



Total revenues increased from $120,444 in the quarter ended March 31, 2004
to $205,629 in the quarter ended March 31, 2005, a 71% increase in total revenue. The increases in total revenue are the result of our continued success in the sale and implementation of our products and services, Medtopia Managerand
Medtopia Expert. The Medtopia



-7-



---

##### Table of Contents

Manager revenue consists of one-time setup and training fees and monthly subscription fees, while the Medtopia Expert revenue consists of
monthly percentage-based revenue that is earned from customer billing and collection activity. Total revenue for the quarter ended March 31, 2005 for Medtopia Manager was $129,092 and total revenue for the same quarter for Medtopia
Expert was $76,537. Revenue from each of these products and services has been growing consistently and can be attributed to the direct result of our expanded sales and marketing efforts. We expect this trend of strong revenue growth to continue
for the foreseeable future.



Costs of
Revenues



The Cost of Revenues for the three-month
period ended March 31, 2004 increased 95% from $36,579 in the quarter ended March 31, 2004 to $71,206 in the quarter ended March 31, 2005. This increase is mainly due to the hiring of new employees needed to handle the increased customer base for
our products and services. These additional expenses contributed specifically to an increase in the Cost of Revenues Direct Salaries from $14,444 in the quarter ended March 31, 2004 compared to $33,123 in the quarter ended March 31, 2005, an
increase of 129%.



The remainder of the increase is a result of
an increase in depreciation expense related to our capitalized software. Depreciation expense increased from $13,410 in the quarter ended March 31, 2004 compared to $31,203 in the quarter ended March 31, 2005, an increase of 133%. The increase in
depreciation expense is a result of the increased amount of capitalized costs associated with the development of our new line of products.



Operating Expenses



Our operating expenses increased significantly from $304,787 in the quarter ended March 31, 2004 to $522,392 in the quarter ended March 31, 2005, an
increase of 71%. This increase in operating expenses resulted in a greater loss from operations of $387,969 in the quarter ended March 31, 2005 in comparison to $220,922 in the quarter ended March 31, 2004, an increase of 76%. The increase in
operating expenses is a result of the new sales, marketing, programming, and administration personnel that were hired during and after the quarter ending March 31, 2004. These additional employees contributed to an increase in Operating Expenses
Compensation from $149,547 in the quarter ended March 31, 2004 to $333,699 in the quarter ended March 31, 2005, an increase of 123%. The remainder of the increase in operating expenses is a result of increased selling, general, and administrative
expense, which increased slightly from $143,698 in the quarter ended March 31, 2004 to $163,138 in the quarter ended March 31, 2005, an increase of 14%.



While total revenues increased 71%, the increase in the cost of revenues coupled with the increase in operating expenses contributed to a greater net loss
of $387,274 in the quarter ended March 31, 2005 in comparison to $228,264 in the quarter ended March 31, 2004, an increase of 70%. We expect the net loss to continue in the near future. However, the net loss is also expected to decrease moderately
from quarter to quarter as we have completed our initial build-out phase of hiring new administrative and programming employees. New employees in these areas and the associated administrative expenses are expected to increase only incrementally in
the future as we add additional customers and potentially enter into new markets or release new products.



Liquidity and Capital Resources



Our cash and cash equivalents decreased by 35% from $1,045,780 at the beginning of the year to $684,357 at March 31, 2005 for a total cash decrease of $361,423. The decrease in cash is a result of the cash used to
fund our operating loss and capital improvements in the first three months of the year.



As of March 31, 2005, the Company had working capital and stockholders equity surpluses of $602,738 and $1,085,969 respectively. The $684,357 of cash on hand is being used as working capital in order to fund
sales and marketing, operations, and the research and development of our products and services. In addition, portions of the proceeds have and will be used to fund capital expenditures. The cash on hand is expected to satisfy our cash and working
capital requirements for the next several months. During the quarter, the Company reached an agreement with two of its officers to defer cash payment of a portion of their salaries to a future date to be determined by management. In addition, the
Company has reached an agreement to compensate another officer in common shares, issuable at the end of the fiscal year. Accrued but unpaid salaries have been recorded currently in accrued expenses. The Company is currently evaluating the sale of
additional securities to raise working capital and for acquisition purposes.



-8-



---

##### Table of Contents

Critical Accounting Policies



The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires us to make estimates and assumptions. Critical accounting policies are those policies that can have a significant impact on our financial position and results of operations and require complex judgments and the most significant use of these
subjective estimates and assumptions. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Specific risks inherent in our application of these critical policies are described below. For all of these
policies, we caution that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment. These policies also often require difficult judgments on complex matters that may be subject to multiple sources of
authoritative guidance.



Revenue



The Company recognizes revenue from the sale of third-party
hardware and software products upon shipment from the Company. Title transfers FOB shipping point. Revenue from professional services is recognized upon completion of the work and notification from the customer of their acceptance. Revenue from
software licensing is recognized in accordance with Statement of Position 97-2, Software Revenue Recognition. Revenue from software licensing is recognized when delivery of the software has occurred, a signed non-cancelable license agreement has
been received from the customer, and any remaining obligations under the license agreement are insignificant. Revenue associated with agreements to provide product support services is recognized as related services are provided. Revenue from annual
or other renewals of maintenance contracts is deferred and recognized on a straight-line basis over the term of the contracts.



Property and Equipment



Property and equipment are recorded at cost. Expenditures for renewals and improvements are capitalized while expenditures for repairs and maintenance are
charged to operations as incurred. Depreciation and amortization of property and equipment are computed by the straight-line method at rates adequate to allocate the cost of applicable assets over their estimated useful lives.



Costs of computer software developed for external uses and costs associated
with technology under development are capitalized. Amortization is recorded for each of the Companys products separately, using the greater of a) the amount calculated under the straight-line method over the remaining estimated economic life
of each product, or b) the amount calculated using the ratio of current year revenue to projected total revenue for each product. Capitalization of costs begins when conceptual and design activities have been completed, technological feasibility is
assured, and when management has authorized and committed to fund a project. Costs capitalized include external and internal costs of labor, materials, and services. Costs associated with training and general and administrative activities are
expensed as incurred. The Company does not develop nor capitalize software for internal purposes.



Item 3. Controls and Procedures.



As of the end of the period covered by this Report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer / Chief Financial Officer, of the Companys disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer / Chief Financial Officer concluded that the Companys disclosure controls
and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Companys internal control over financial reporting during the Companys most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



-9-



---

##### Table of Contents

PART II  OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K.



(a) Exhibits.



The following documents are
filed as a part of this report or are incorporated by reference to previous filings, if so indicated:



|              |  |                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                       
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.1          |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b) Reports on Form
8-K.



A Form 8-K was filed on February 15, 2005 regarding
the Companys press release announcing the use of Artificial Intelligence in its Medical Management Software. A Form 8-K was also filed on March 29, 2005 regarding the shifting of job responsibilities between the Companys principal
officers.



-10-



---

##### Table of Contents

SIGNATURES



In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |                      |  |                                    
|------------------ |  | -------------------- |  | -----------------------------------
|                   |  | MD Technologies Inc.
|                   |  | (Registrant)        
|                   |  |                     
|Date: May 10, 2005 |  | By :                 |  | /s/ William D. Eglin               
|                   |  |                      |  | William D. Eglin                   
|                   |  |                      |  | President & Chief Executive Officer
|                   |  |                     
|                   |  | By:                  |  | /s/ William D. Eglin               
|                   |  |                      |  | William D. Eglin                   
|                   |  |                      |  | Chief Financial Officer            



-11-