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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended December 31, 2004.



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to
.



Commission File Number

0-50481



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AEOLUS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 56-1953785                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                                                                                   |  |           
|-------------------------------------------------------------------------------------------------- |  | ----------
|P.O. Box 14287 79 T.W. Alexander Drive 4401 Research Commons, Suite 200 Research Triangle Park, NC |  | 27709     
|(Address of Principal Executive Office)                                                            |  | (Zip Code)



Registrants
Telephone Number, Including Area Code 919-558-8688



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or 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 an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    YES ̈NO  x



Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.



|                             |  |                                   
|---------------------------- |  | ----------------------------------
|Class                        |  | Outstanding as of February 7, 2005
|Common Stock, par value $.01 |  | 13,975,760 Shares                 



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AEOLUS PHARMACEUTICALS, INC.



INDEX TO FORM
10-Q



|         |  |                                                                                                         |  |                                                                                       |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                         |  |                                                                                       |  | PAGE
|PART I.  |  | FINANCIAL INFORMATION                                                                                   |  |                                                                                      
|         |  |                                                                                                         | 
|         |  | Item 1.                                                                                                 |  | Financial Statements                                                                  |  |     
|         |  |                                                                                                        
|         |  | Consolidated Balance Sheets as of December 31, 2004 (unaudited) and September 30, 2004                  |  | 3                                                                                    
|         |  |                                                                                                        
|         |  | Consolidated Statements of Operations for the Three Months ended December 31, 2004 and 2003 (unaudited) |  | 4                                                                                    
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows for the Three Months ended December 31, 2004 and 2003 (unaudited) |  | 5                                                                                    
|         |  |                                                                                                        
|         |  | Notes to Consolidated Financial Statements                                                              |  | 6                                                                                    
|         |  |                                                                                                         | 
|         |  | Item 2.                                                                                                 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10  
|         |  |                                                                                                         | 
|         |  | Item 4.                                                                                                 |  | Controls and Procedures                                                               |  | 13  
|         |  |                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                       |  |                                                                                      
|         |  |                                                                                                         | 
|         |  | Item 6.                                                                                                 |  | Exhibits                                                                              |  | 14  
|         |  |                                                                                                        
|         |  | SIGNATURES                                                                                              |  | 15                                                                                   



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AEOLUS PHARMACEUTICALS, INC.



CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and per share data)



|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ----------------- | - | -------- | -
|                                                                                                                                                                                             |  | December 31,2004 |          |   | September 30,2004 |  
|                                                                                                                                                                                             |  | (Unaudited)      |          |   |                   |  
|ASSETS                                                                                                                                                                                       |  |                  |          |   |                   |   |          |  
|Current assets:                                                                                                                                                                              |  |                  |          |   |                   |   |          |  
|Cash and cash equivalents                                                                                                                                                                    |  | $                | 5,047    |   |                   | $ | 7,381    |  
|Accounts receivable                                                                                                                                                                          |  |                  | 78       |   |                   |   | 131      |  
|Prepaids and other current assets                                                                                                                                                            |  |                  | 113      |   |                   |   | 118      |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total current assets                                                                                                                                                                         |  |                  | 5,238    |   |                   |   | 7,630    |  
|                                                                                                                                                                                             |  |                 
|Property and equipment, net                                                                                                                                                                  |  |                  | 12       |   |                   |   | 15       |  
|Other assets                                                                                                                                                                                 |  |                  | 211      |   |                   |   | 211      |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total assets                                                                                                                                                                                 |  | $                | 5,461    |   |                   | $ | 7,856    |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                         |  |                  |          |   |                   |   |          |  
|Current liabilities:                                                                                                                                                                         |  |                  |          |   |                   |   |          |  
|Accounts payable                                                                                                                                                                             |  | $                | 775      |   |                   | $ | 1,185    |  
|Accrued expenses                                                                                                                                                                             |  |                  | 58       |   |                   |   | 102      |  
|Liabilities of discontinued operations                                                                                                                                                       |  |                  | 215      |   |                   |   | 250      |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total current liabilities                                                                                                                                                                    |  |                  | 1,048    |   |                   |   | 1,537    |  
|                                                                                                                                                                                             |  |                 
|Long-term note payable                                                                                                                                                                       |  |                  | 806      |   |                   |   | 787      |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total liabilities                                                                                                                                                                            |  |                  | 1,854    |   |                   |   | 2,324    |  
|                                                                                                                                                                                             |  |                 
|Stockholders equity:                                                                                                                                                                        |  |                  |          |   |                   |   |          |  
|Preferred stock, $.01 par value per share, 3,000,000 shares authorized: Series B nonredeemable convertible preferred stock, 600,000 shares
authorized; 503,544 shares issued and outstanding |  |                  | 5        |   |                   |   | 5        |  
|Common stock, $.01 par value per share, 50,000,000 shares authorized; 13,947,303 shares issued and outstanding                                                                               |  |                  | 139      |   |                   |   | 139      |  
|Additional paid-in capital                                                                                                                                                                   |  |                  | 145,608  |   |                   |   | 145,576  |  
|Accumulated deficit                                                                                                                                                                          |  |                  | (142,145 | ) |                   |   | (140,188 | )
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total stockholders equity                                                                                                                                                                   |  |                  | 3,607    |   |                   |   | 5,532    |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  
|Total liabilities and stockholders equity                                                                                                                                                   |  | $                | 5,461    |   |                   | $ | 7,856    |  
|                                                                                                                                                                                             |  |                  |          |   |                   |   |          |  



The accompanying notes
are an integral part of these unaudited consolidated financial statements.



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AEOLUS PHARMACEUTICALS, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)



|                                                                 |  |                                |        |   |      |   |        |  
|---------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                 |  | Three Months EndedDecember 31, |       
|                                                                 |  | 2004                           |        |   | 2003 |  
|Revenue:                                                         |  |                                |        |   |      |   |        |  
|Grant income                                                     |  | $                              | 109    |   |      | $ | 47     |  
|                                                                 |  |                               
|Costs and expenses:                                              |  |                                |        |   |      |   |        |  
|Research and development                                         |  |                                | 1,620  |   |      |   | 1,628  |  
|General and administrative                                       |  |                                | 450    |   |      |   | 713    |  
|                                                                 |  |                                |        |   |      |   |        |  
|Total costs and expenses                                         |  |                                | 2,070  |   |      |   | 2,341  |  
|                                                                 |  |                                |        |   |      |   |        |  
|Loss from operations                                             |  |                                | (1,961 | ) |      |   | (2,294 | )
|Interest expense, net                                            |  |                                | (2     | ) |      |   | (49    | )
|Other income                                                     |  |                                | 6      |   |      |   |       |  
|                                                                 |  |                                |        |   |      |   |        |  
|Net loss                                                         |  |                                | (1,957 | ) |      |   | (2,343 | )
|                                                                 |  |                               
|Preferred stock dividend accreted                                |  |                                |       |   |      |   | (135   | )
|                                                                 |  |                                |        |   |      |   |        |  
|Net loss attributable to common stockholders                     |  | $                              | (1,957 | ) |      | $ | (2,478 | )
|                                                                 |  |                                |        |   |      |   |        |  
|Net loss per weighted share attributable to common stockholders: |  |                                |        |   |      |   |        |  
|Basic and diluted                                                |  | $                              | (0.14  | ) |      | $ | (0.86  | )
|                                                                 |  |                                |        |   |      |   |        |  
|Weighted average common shares outstanding:                      |  |                                |        |   |      |   |        |  
|Basic and diluted                                                |  |                                | 13,947 |   |      |   | 2,877  |  
|                                                                 |  |                                |        |   |      |   |        |  



The accompanying notes
are an integral part of these unaudited consolidated financial statements.





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AEOLUS PHARMACEUTICALS, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



|                                                                            |  |                                |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                            |  | Three Months EndedDecember 31, |       
|                                                                            |  | 2004                           |        |   | 2003 |  
|Cash flows from operating activities:                                       |  |                                |        |   |      |   |        |  
|Net loss                                                                    |  | $                              | (1,957 | ) |      | $ | (2,343 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |        |   |      |   |        |  
|Depreciation and amortization                                               |  |                                | 3      |   |      |   | 3      |  
|Noncash compensation                                                        |  |                                | 23     |   |      |   | 104    |  
|Noncash consulting fees                                                     |  |                                | 9      |   |      |   | 64     |  
|Noncash interest expense                                                    |  |                                | 19     |   |      |   | 50     |  
|Amortization of debt issuance costs                                         |  |                                |       |   |      |   | 15     |  
|Change in assets and liabilities:                                           |  |                                |        |   |      |   |        |  
|Accounts receivable                                                         |  |                                | 53     |   |      |   |       |  
|Prepaids and other assets                                                   |  |                                | 5      |   |      |   | 34     |  
|Accounts payable and accrued expenses                                       |  |                                | (489   | ) |      |   | 604    |  
|                                                                            |  |                                |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                                | (2,334 | ) |      |   | (1,469 | )
|                                                                            |  |                                |        |   |      |   |        |  
|                                                                            |  |                               
|Cash flows from financing activities:                                       |  |                                |        |   |      |   |        |  
|Proceeds from notes payable                                                 |  |                                |       |   |      |   | 1,000  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Net cash provided by financing activities                                   |  |                                |       |   |      |   | 1,000  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                   |  |                                | (2,334 | ) |      |   | (469   | )
|Cash and cash equivalents at beginning of period                            |  |                                | 7,381  |   |      |   | 586    |  
|                                                                            |  |                                |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                  |  | $                              | 5,047  |   |      | $ | 117    |  
|                                                                            |  |                                |        |   |      |   |        |  
|Supplemental disclosure of noncash activities:                              |  |                                |        |   |      |   |        |  
|Series C preferred stock dividend accreted                                  |  | $                              |       |   |      | $ | 135    |  
|                                                                            |  |                                |        |   |      |   |        |  
|Common stock issued in exchange for note payable and accrued interest       |  | $                              |       |   |      | $ | 3,095  |  
|                                                                            |  |                                |        |   |      |   |        |  
|Common stock issued in exchange for Series C preferred stock                |  | $                              |       |   |      | $ | 14,637 |  
|                                                                            |  |                                |        |   |      |   |        |  



The accompanying notes
are integral part of these unaudited consolidated financial statements.



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AEOLUS PHARMACEUTICALS, INC.



NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS



|A. | Basis of Presentation
|-- | ---------------------



The Company is developing catalytic antioxidant molecules to protect against the damaging effects of reactive oxygen-derived molecules, commonly referred
to as free radicals. In October 2004, the Company initiated a Phase 1 clinical trial for amyotrophic lateral sclerosis (ALS, also known as Lou Gehrigs disease).



The Company refers collectively to Aeolus Pharmaceuticals, Inc., a Delaware corporation (Aeolus) and
its wholly owned subsidiary, Aeolus Sciences, Inc., a Delaware corporation. The Company also has a 35.0% equity interest in CPEC LLC, a Delaware limited liability company, which had minimal activity during the three months ended December 31, 2004.
The Company uses the equity method to account for its investment in CPEC. The Companys primary operations are located in Research Triangle Park, North Carolina. On July 16, 2004, the Company effected a one-for-ten reverse stock split of its
common stock and changed its name from Incara Pharmaceuticals Corporation to Aeolus Pharmaceuticals, Inc. All common stock amounts in these financial statements have been adjusted for the reverse stock split.



All significant intercompany activity has been eliminated in the preparation
of the consolidated financial statements. The unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Some information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company. The consolidated balance sheet at
September 30, 2004 was derived from the Companys audited financial statements included in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2004. The unaudited consolidated financial statements included
herein should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that Annual Report on Form 10-K and in the Companys other SEC filings. Results for the interim period are not necessarily
indicative of the results for any other period.



|B. | Liquidity
|-- | ---------



The Company incurred operating losses of $1,961,000 and $11,977,000 for the three months ended December 31, 2004 and for the fiscal year ended September
30, 2004, respectively. The Company expects to incur additional losses in fiscal 2005 and for several more years.



Management believes it has adequate financial resources to fund its operations through fiscal 2005, but in order to fund on-going operating cash
requirements beyond fiscal 2005, or to accelerate or expand its programs, the Company needs to raise significant additional funds. The



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Company intends to explore strategic and financial alternatives, including the sale of shares of stock, the establishment of new collaborations for current
research programs that include initial cash payments and on-going research support and the out-licensing of our compounds for development by a third party.



If the Company is unable to obtain additional financing to fund operations beyond fiscal 2005, it will need to eliminate some or all of its activities,
merge with another company, sell some or all of its assets to another company, or cease operations entirely.



|C. | Recent Accounting Pronouncements
|-- | --------------------------------



In 2003, the Financial Accounting Standards Board (the FASB) Emerging Issues Task Force (EITF) reached a tentative conclusion on
Issue 03-06, Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share that the two-class method is an earnings allocation formula that treats a participating security as having rights to earnings
that otherwise would have been available to common stockholders, but does not require the presentation of basic and diluted EPS for securities other than common stock. However, the EITF observed that the presentation of basic and diluted earnings
per share for a participating security other than common stock is not precluded. The Company believes that this EITF conclusion will not have any effect on its current presentation of earnings per share.



In December 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS 123R) which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. SFAS 123R requires companies
to expense the value of employee stock options and similar awards. Share-based payments will be measured at fair value on the grant date, based on the estimated number of awards that are expected to vest. SFAS 123R applies to all unvested
share-based awards outstanding at the companys adoption date. SFAS 123R eliminates the exception to account for such awards using the intrinsic method previously allowable under Accounting Principals Board Opinion No. 25 Accounting for
Stock Issued to Employees (APB 25). SFAS 123R will be effective for the Company for interim and annual periods beginning after June 15, 2005. The Company is currently evaluating the effect of this pronouncement.



|D. | Net Loss Per Common Share
|-- | -------------------------



The Company computes basic net loss per weighted average share attributable to common stockholders using the weighted average number of shares of common
stock outstanding during the period. The Company computes diluted net loss per weighted average shares attributable to common stockholders using the weighted average number of shares of common and dilutive potential common shares outstanding during
the period. Potential common shares consist of stock options, restricted common stock, convertible debt, warrants and convertible preferred stock, using the treasury stock method and are excluded if their effect is antidilutive. Diluted weighted
average common shares excluded incremental shares of approximately 4,764,000 as of December 31, 2004 related to stock options to purchase common stock, convertible preferred stock, convertible debt and warrants to purchase common and preferred
stock. These shares were excluded due to their antidilutive effect as a result of the Companys net loss.



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|E. | Stock-Based Compensation
|-- | ------------------------



Under the principles of APB 25, Accounting for Stock Issued to Employees, the Company does not recognize compensation expense associated with
the grant of stock options to employees unless an option is granted with an exercise price at less than fair market value. SFAS No. 123, Accounting for Stock Based Compensation (SFAS 123), requires the use of option valuation
models to recognize as expense stock option grants to consultants and to provide supplemental information regarding options granted to directors and employees.



For the three months ended December 31, 2004 and 2003, all stock options were issued at or above the fair market value of a share of common stock.
During the three months ended December 31, 2004 and 2003, fully vested stock options with a fair market value of $9,000 and $64,000, respectively, were granted to consultants and expensed.



The Companys pro forma information utilizing the Black-Scholes option
valuation model is as follows (in thousands, except for net loss per share information):



|                                                                                   |  |                                |        |   |      |   |        |  
|---------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                   |  | Three Months EndedDecember 31, |       
|                                                                                   |  | 2004                           |        |   | 2003 |  
|Net loss attributable to common stockholders as reported                           |  | $                              | (1,957 | ) |      | $ | (2,478 | )
|Pro forma adjustment for stock-based compensation                                  |  |                                | (202   | ) |      |   | (382   | )
|                                                                                   |  |                                |        |   |      |   |        |  
|Pro forma net loss attributable to common stockholders                             |  | $                              | (2,159 | ) |      | $ | (2,860 | )
|                                                                                   |  |                                |        |   |      |   |        |  
|Basic and diluted net loss per weighted share attributable to common stockholders: |  |                                |        |   |      |   |        |  
|As reported                                                                        |  | $                              | (0.14  | ) |      | $ | (0.86  | )
|Pro forma - adjusted for stock-based compensation                                  |  | $                              | (0.15  | ) |      | $ | (0.99  | )



Pro forma information
regarding the Companys net loss was determined as if the Company had accounted for its employee stock options under the fair value method of SFAS 123. The fair value of each option grant for employees and consultants is estimated on the date
of the grant using the Black-Scholes option valuation model with the following weighted-average assumptions used for grants:



|                                             |  |                                |  |            
|-------------------------------------------- |  | ------------------------------ |  | -----------
|                                             |  | Three Months EndedDecember 31,
|                                             |  | 2004                           |  | 2003       
|Dividend yield                               |  | 0%                             |  | 0%         
|Expected volatility                          |  | 195%                           |  | 274%       
|Risk-free interest rate                      |  | 2.9% - 4.3%                    |  | 1.2% - 4.7%
|Expected option life (in years from vesting) |  | 3                              |  | 3          



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|F. | Commitments and Contingencies
|-- | -----------------------------



At December 31, 2004, the Company had future contractual operating lease commitments of $699,000 primarily for its administrative office and laboratory
facilities, of which $215,000 was accrued as liabilities of discontinued operations on the balance sheet. In December 1999, the Company sold its anti-infectives division (IRL) to a private pharmaceutical company. The Company remains
contingently liable through May 2007 for a lease obligation of approximately $2,369,000 assumed by the purchaser on the former IRL facility in Cranbury, New Jersey.



|G. | Subsequent Events
|-- | -----------------



Effective December 31, 2004, upon the expiration of his employment agreement, James D. Crapo ceased to be the Chief Executive Officer of the Company.
Effective January 5, 2005, Aeolus appointed Richard P. Burgoon, Jr. as its Chief Executive Officer.



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



Introduction



Unless otherwise noted, the phrase we or our refers collectively to Aeolus Pharmaceuticals, Inc. and our wholly owned subsidiary,
Aeolus Sciences, Inc.



This report contains, in addition to
historical information, statements by us with respect to expectations about our business and future results, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements and other
statements made elsewhere by us or our representatives, which are identified or qualified by words such as likely, will, suggests, expects, might, believe, could,
should, may, estimates, potential, predict, continue, would, anticipates, plans, or similar expressions, are based on a number of assumptions
that are subject to risks and uncertainties. Actual results could differ materially from those currently anticipated or suggested due to a number of factors, including those set forth herein, those set forth in our Annual Report on Form 10-K for the
fiscal year ended September 30, 2004 and in our other SEC filings, and including risks relating to the need to conserve and obtain funds for operations, uncertainties relating to clinical trials, the early stage of products under development and
regulatory reviews, new accounting requirements and competition. All forward-looking statements are based on information available as of the date hereof, and we do not assume any obligation to update such forward-looking statements.



Operations Summary



We are developing a new class of small molecule catalytic antioxidants that
destroy oxygen-derived free radicals, believed to be an important contributor to the pathogenesis of many diseases. Our catalytic antioxidants have been shown to reduce damage to tissue in animal studies of neurological disorders such as amyotrophic
lateral sclerosis (ALS, also known as Lou Gehrigs disease) and stroke, and in other non-neurological indications such as cancer radiation therapy, chronic bronchitis and asthma. In October 2004, we began a Phase 1 clinical trials with our lead
compound, AEOL 10150, as a treatment for ALS.



We do not have
any revenue, other than grant income, and therefore we must rely on outside investors, grants, collaborations or out-licensing of our compounds to finance our operations.



Effective December 31, 2004, upon the expiration of his employment agreement, James D. Crapo ceased to be our Chief
Executive Officer. Effective January 5, 2005, we appointed Richard P. Burgoon, Jr. as our Chief Executive Officer.



Results of Operations



We had a net loss of $1,957,000 for the three months ended December 31, 2004 versus a net loss attributable to common stockholders of $2,478,000 for the
three months ended December 31, 2003.



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In August 2003, we were awarded a $100,000 Small Business Innovation and Research, or SBIR, Phase I grant
from the National Cancer Institute, a division of the National Institutes of Health, or NIH, and in March 2004, we were awarded $375,000 for the first year of a SBIR Phase II grant. Pursuant to the grants, we are studying the antitumor and
radiation-protective effects of our catalytic antioxidants. The study is a collaboration between us and the Department of Radiation Oncology at Duke University Medical Center. We recognized $109,000 and $47,000 of grant income during the three
months ended December 31, 2004 and 2003, respectively.



Our
R&D expenses of $1,620,000 for the three months ended December 31, 2004 were essentially the same as the R&D expenses of $1,628,000 for the three months ended December 31, 2003. Our primary operational focus and R&D spending during the
three months ended December 31, 2004 was on conducting our Phase 1 clinical trial for the treatment of ALS while our primary operational focus and R&D spending during the three months ended December 31, 2003 was on preclinical pharmacology and
toxicology tests on our lead compound. Therefore, we incurred greater expenses for clinical trial and sponsored research costs in the first three months of fiscal 2005, versus the same period in fiscal 2004, while we incurred less expenses
associated with preclinical activities. R&D expenses for our antioxidant program have totaled $25,778,000 from inception through December 31, 2004. Because of the uncertainty of our research and development and clinical studies, we are unable to
predict the level of spending and the anticipated program completion date, if any.



General and administrative, or G&A, expenses decreased $263,000, or 37%, to $450,000 for the three months ended December 31, 2004 from $713,000 for the three months ended December 31, 2003. Legal, accounting and
filing fees were higher than normal during the three months ended December 31, 2003 due to financing and reorganization activities that occurred during the those months.



We accreted $135,000 of dividends on our Series C preferred stock during the three months ended December 31, 2003. As part
of a reorganization effected on November 20, 2003, all shares of Series C preferred stock were converted into common stock.



Liquidity and Capital Resources



At December 31, 2004, we had $5,047,000 of cash, a decrease of $2,334,000 from September 30, 2004. The decrease in cash was primarily due to the
$1,957,000 net loss for the three months ended December 31, 2004 and a $489,000 decrease in accounts payable and accrued expenses due to less payables for preclinical activities at December 31, 2004. We believe we have adequate financial resources
to conduct operations at least through fiscal 2005.



We
incurred operating losses of $1,961,000 and $11,977,000 for the three months ended December 31, 2004 and for the fiscal year ended September 30, 2004, respectively. Due to the nonrecurring charges for financing, reorganization and stock options
recognized in fiscal 2004, we anticipate our quarterly operational costs will continue to be lower during fiscal 2005 than they were in fiscal 2004. Our ongoing cash requirements will depend on numerous factors, particularly the progress of our
catalytic antioxidant program and clinical trials and our ability to negotiate and complete collaborative agreements or out-licensing arrangements. In order to help



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fund our on-going operating cash requirements, we intend to seek new collaborations for our antioxidant research program that include initial cash payments
and on-going research support. In addition, we might sell additional shares of our stock and explore other strategic and financial alternatives, including a merger with another company. We also might out-license one or more of our compounds for
development by a third party.



There are uncertainties as to
these potential sources of capital. Our access to capital might be restricted because we might not be able to enter into any collaboration on terms acceptable or favorable to us due to conditions in the pharmaceutical industry or in the economy in
general or based on the prospects of our catalytic antioxidant program. Even if we are successful in obtaining a collaboration for our antioxidant program, we might have to relinquish rights to technologies, product candidates or markets that we
might otherwise develop ourselves. These same risks apply to any attempt to out-license our compounds.



Similarly, due to market conditions, the illiquid nature of our stock, and other possible limitations on stock offerings, we might not be able to sell
additional securities or raise other funds on terms acceptable or favorable to us. It can be difficult for small biotechnology companies such as us to raise funds in the equity markets. Any additional equity financing, if available, would likely
result in substantial dilution to existing stockholders.



Recently Issued Accounting Standards



In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, which establishes standards for transactions in which an entity
exchanges its equity instruments for goods or services. SFAS 123R requires companies to expense the value of employee stock options and similar awards. Share-based payments will be measured at fair value on the grant date, based on the estimated
number of awards that are expected to vest. SFAS 123R applies to all unvested share-based awards outstanding at the companys adoption date. SFAS 123R eliminates the exception to account for such awards using the intrinsic method previously
allowable under Accounting Principals Board Opinion No. 25 Accounting for Stock Issued to Employees. SFAS 123R will be effective for interim and annual periods beginning after June 15, 2005. We are currently evaluating the effect of this
pronouncement.



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Item 4. Controls and Procedures.



(a) As of the
end of the period covered by this 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 Companys disclosure controls and procedures (as defined in Rule 13a-15(e)) pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures are effective.



(b) No change in the Companys internal control over financial reporting occurred during the Companys last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.



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Part II. OTHER INFORMATION



Item 6. Exhibits.



|          |  |                                                                                                                                             
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit # |  | Description                                                                                                                                 
|10.115    |  | Form of incentive stock option agreement                                                                                                    
|          | 
|10.116    |  | Form of nonqualified stock option agreement                                                                                                 
|          | 
|31.1      |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)                                                                     
|          | 
|31.2      |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)                                                                     
|          | 
|32.1      |  | Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|          | 
|32.2      |  | Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |                              |  |                                                                                                                                
|---------------------- |  | ---------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|                       |  | AEOLUS PHARMACEUTICALS, INC.
|                       |  |                             
|Date: February 8, 2005 |  | By:                          |  | /s/ RICHARD P. BURGOON, JR.                                                                                                    
|                       |  |                              |  | Richard P. Burgoon, Jr. Chief Executive
Officer (Principal Executive Officer)                                                  
|                       |  |                             
|Date: February 8, 2005 |  | By:                          |  | /s/ RICHARD W. REICHOW                                                                                                         
|                       |  |                              |  | Richard W. Reichow Executive Vice President, Chief
Financial Officer and Treasurer (Principal Financial and
Accounting Officer)



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