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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x Quarterly Report
  pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the quarterly period ended November 30, 2003

 ̈ Transition Report
  pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
  For the transition period __________ to__________

Commission File Number 000-33389

AUGUST BIOMEDICAL CORPORATION(Exact name of small Business Issuer as specified in its charter)

|Nevada                                          | 52-2268239                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|1014 Robson Street, P.O. Box 73575              |                                  
|Vancouver, B.C., Canada                         | V6E 4L9                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuers telephone number, including area code: | 604-608-3831                     

Not Applicable(Former name, former address and former fiscal year, if changed since last
  report)

Check whether the issuer (1) 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 for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days x Yes ̈
  No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 12,065,000
  Shares of $0.001 par value Common Stock outstanding as of January 19, 2004.

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PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements



2

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)



F-1

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

CONSOLIDATED BALANCE SHEET(Unaudited)
  (Stated in U.S. Dollars)

|                                                            |   | NOVEMBER 30 |   |   | AUGUST 31 |  
|----------------------------------------------------------- | - | ----------- | - | - | --------- | -
|                                                            |   | 2003        |   |   | 2003      |  
|                                                            |   |             |   |   |           |  
|ASSETS                                                      |   |             |   |   |           |  
|                                                            |   |             |   |   |           |  
|Current                                                     |   |             |   |   |           |  
|Cash                                                        | $ | 614         |   | $ | 850       |  
|Accounts receivable                                         |   | 3,744       |   |   | 3,734     |  
|                                                            |   | 4,358       |   |   | 4,584     |  
|Equipment                                                   |   | 1           |   |   | 1         |  
|                                                            |   |             |   |   |           |  
|                                                            | $ | 4,359       |   | $ | 4,585     |  
|                                                            |   |             |   |   |           |  
|LIABILITIES                                                 |   |             |   |   |           |  
|                                                            |   |             |   |   |           |  
|Current                                                     |   |             |   |   |           |  
|Accounts payable and accrued liabilities                    | $ | 85,152      |   | $ | 80,382    |  
|                                                            |   |             |   |   |           |  
|STOCKHOLDERS DEFICIENCY                                    |   |             |   |   |           |  
|                                                            |   |             |   |   |           |  
|Capital Stock                                               |   |             |   |   |           |  
|Authorized:                                                 |   |             |   |   |           |  
|100,000,000 Common shares, par value
      $0.001 per share |   |             |   |   |           |  
|                                                            |   |             |   |   |           |  
|Issued and outstanding:                                     |   |             |   |   |           |  
|12,065,000 Common
      shares                              |   | 12,065      |   |   | 12,065    |  
|                                                            |   |             |   |   |           |  
|Additional paid-in capital                                  |   | 517,935     |   |   | 517,935   |  
|                                                            |   |             |   |   |           |  
|Share Subscriptions Received(Note 4)                        |   | 20,000      |   |   | 20,000    |  
|                                                            |   |             |   |   |           |  
|Deficit Accumulated During The Development Stage            |   | (630,793    | ) |   | (625,797  | )
|                                                            |   | (80,793     | ) |   | (75,797   | )
|                                                            |   |             |   |   |           |  
|                                                            | $ | 4,359       |   | $ | 4,585     |  

Nature Of Operations (Note 2)

F-2

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

CONSOLIDATED INTERIM STATEMENT OF LOSS(Unaudited)
  (Stated in U.S. Dollars)

|                                  |                    |            |   |             |            |   |   | INCEPTION | 
|--------------------------------- | ------------------ | ---------- | - | ----------- | ---------- | - | - | --------- | 
|                                  |                    |            |   |             |            |   |   | MAY 26    | 
|                                  | THREE MONTHS ENDED |            |   | 2000 TO     |           
|                                  | NOVEMBER 30        |            |   | NOVEMBER 30 |           
|                                  |                    | 2003       |   |             | 2002       |   |   | 2003      | 
|                                  |                    |            |   |             |            |   |   |           | 
|Expenses                          |                    |            |   |             |            |   |   |           | 
|Amortization                      | $                  | -          |   | $           | 916        |   | $ | 6,571     | 
|Consulting fees (Note 6)          |                    | -          |   |             | 50,906     |   |   | 259,274   | 
|General and administrative        |                    | 236        |   |             | 18,830     |   |   | 54,158    | 
|Interest                          |                    | -          |   |             | -          |   |   | 20,000    | 
|Investor relations                |                    | -          |   |             | 20,132     |   |   | 22,690    | 
|Mineral property option payments  |                    | -          |   |             | -          |   |   | 15,500    | 
|Mineral property exploration      |                    |            |   |             |            |   |   |           | 
|expenditures                      |                    | -          |   |             | -          |   |   | 12,273    | 
|Professional fees                 |                    | 4,720      |   |             | 31,379     |   |   | 199,212   | 
|Stock transfer fees               |                    | 40         |   |             | 799        |   |   | 5,751     | 
|Write down of advances receivable |                    | -          |   |             | -          |   |   | 1,500     | 
|Write down of equipment           |                    | -          |   |             | -          |   |   | 33,864    | 
|                                  |                    |            |   |             |            |   |   |           | 
|Net Loss For The Period           | $                  | 4,996      |   | $           | 122,962    |   | $ | 630,793   | 
|                                  |                    |            |   |             |            |   |   |           | 
|Basic And Diluted Loss Per Share  | $                  | (0.01      | ) | $           | (0.01      | ) |   |           | 
|                                  |                    |            |   |             |            |   |   |           | 
|                                  |                    |            |   |             |            |   |   |           | 
|Weighted Average Number of Shares |                    |            |   |             |            |   |   |           | 
|Outstanding                       |                    | 12,025,000 |   |             | 12,025,000 |   |   |           | 

F-3

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS(Stated in U.S. Dollars)

|                                              |                    |        |   |             |          |   |   | INCEPTION |  
|--------------------------------------------- | ------------------ | ------ | - | ----------- | -------- | - | - | --------- | -
|                                              |                    |        |   |             |          |   |   | MAY 26    |  
|                                              | THREE MONTHS ENDED |        |   | 2000 TO     |         
|                                              | NOVEMBER 30        |        |   | NOVEMBER 30 |         
|                                              |                    | 2003   |   |             | 2002     |   |   | 2003      |  
|                                              |                    |        |   |             |          |   |   |           |  
|Cash Flows From Operating Activities          |                    |        |   |             |          |   |   |           |  
|Net loss for the period                       | $                  | (4,996 | ) | $           | (122,962 | ) | $ | (630,793  | )
|Items not involving cash:                     |                    |        |   |             |          |   |   |           |  
|Amortization                                  |                    | -      |   |             | 916      |   |   | 6,571     |  
|Interest                                      |                    | -      |   |             | -        |   |   | 20,000    |  
|Write down of equipment                       |                    | -      |   |             | -        |   |   | 33,864    |  
|                                              |                    |        |   |             |          |   |   |           |  
|Adjustments To Reconcile Net Loss To Net Cash |                    |        |   |             |          |   |   |           |  
|Used By Operating Activities                  |                    |        |   |             |          |   |   |           |  
|Prepaid expenses                              |                    | -      |   |             | 466      |   |   | -         |  
|Accounts receivable                           |                    | (10    | ) |             | (1,500   | ) |   | (3,744    | )
|Accounts payable and accrued liabilities      |                    | 4,770  |   |             | (13,001  | ) |   | 85,152    |  
|                                              |                    | (236   | ) |             | (136,081 | ) |   | (488,950  | )
|                                              |                    |        |   |             |          |   |   |           |  
|Cash Flows From Financing Activities          |                    |        |   |             |          |   |   |           |  
|Advances from shareholder                     |                    | -      |   |             | 20,000   |   |   | -         |  
|Share capital issued                          |                    | -      |   |             | 80,160   |   |   | 530,000   |  
|Share subscriptions received                  |                    | -      |   |             | -        |   |   | 20,000    |  
|Loan payable                                  |                    | -      |   |             | -        |   |   | 180,000   |  
|                                              |                    | -      |   |             | 100,160  |   |   | 730,000   |  
|                                              |                    |        |   |             |          |   |   |           |  
|Cash Flows From Investing Activities          |                    |        |   |             |          |   |   |           |  
|Purchase of equipment                         |                    | -      |   |             | (15,425  | ) |   | (40,436   | )
|Patent acquisitions                           |                    | -      |   |             | (20,000  | ) |   | (220,000  | )
|Proceeds from sale of patent                  |                    | -      |   |             | -        |   |   | 20,000    |  
|                                              |                    | -      |   |             | (35,425  | ) |   | (240,436  | )
|                                              |                    |        |   |             |          |   |   |           |  
|(Decrease) Increase In Cash                   |                    | (236   | ) |             | (71,346  | ) |   | 614       |  
|                                              |                    |        |   |             |          |   |   |           |  
|Cash, Beginning Of Period                     |                    | 850    |   |             | 183,608  |   |   | -         |  
|                                              |                    |        |   |             |          |   |   |           |  
|Cash, End Of Period                           | $                  | 614    |   | $           | 112,262  |   | $ | 614       |  
|                                              |                    |        |   |             |          |   |   |           |  
|Supplemental Disclosure Of Non-Cash Financing |                    |        |   |             |          |   |   |           |  
|Activities                                    |                    |        |   |             |          |   |   |           |  
|Patent exchanged for loan repayment           | $                  | -      |   | $           | -        |   | $ | 200,000   |  

F-4

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS DEFICIENCY

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|                          | COMMON STOCK |  |   |        |  |   |            |  |   |               | 
|------------------------- | ------------ |  | - | ------ |  | - | ---------- |  | - | ------------- | 
|                          |              |  |   |        |  |   | ADDITIONAL |  |   | SHARE         | 
|                          |              |  |   |        |  |   | PAID-IN    |  |   | SUBSCRIPTIONS | 
|                          | SHARES       |  |   | AMOUNT |  |   | CAPITAL    |  |   | RECEIVED      | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$0.001 (May 2000)         | 7,500,000    |  | $ | 7,500  |  | $ | -          |  | $ | -             | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$0.01 (June 2000)         | 4,000,000    |  |   | 4,000  |  |   | 36,000     |  |   | -             | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$0.10 (August 2000)       | 75,000       |  |   | 75     |  |   | 7,425      |  |   | -             | 
|Net loss for the period   | -            |  |   | -      |  |   | -          |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Balance, August 31, 2000  | 11,575,000   |  |   | 11,575 |  |   | 43,425     |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Net loss for the year     | -            |  |   | -      |  |   | -          |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Balance, August 31, 2001  | 11,575,000   |  |   | 11,575 |  |   | 43,425     |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$0.50 (August 2002)       | 150,000      |  |   | 150    |  |   | 74,850     |  |   | -             | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$1.00 (August 2002)       | 300,000      |  |   | 300    |  |   | 299,700    |  |   | -             | 
|Net loss for the year     | -            |  |   | -      |  |   | -          |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Balance, August 31, 2002  | 12,025,000   |  |   | 12,025 |  |   | 417,975    |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Share subscriptions       |              |  |   |        |  |   |            |  |   |               | 
|received                  | -            |  |   | -      |  |   | -          |  |   | 20,000        | 
|Shares issued for cash at |              |  |   |        |  |   |            |  |   |               | 
|$2.50 (February 2003)     | 40,000       |  |   | 40     |  |   | 99,960     |  |   | -             | 
|Net loss for the year     | -            |  |   | -      |  |   | -          |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Balance, August 31, 2003  | 12,065,000   |  |   | 12,065 |  |   | 517,935    |  |   | 20,000        | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Net loss for the period   | -            |  |   | -      |  |   | -          |  |   | -             | 
|                          |              |  |   |        |  |   |            |  |   |               | 
|Balance, November 30,     |              |  |   |        |  |   |            |  |   |               | 
|2003                      | 12,065,000   |  | $ | 12,065 |  | $ | 517,935    |  | $ | 20,000        | 

F-5

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION
      The unaudited consolidated financial statements as of
        November 30, 2003 included herein have been prepared without audit pursuant
        to the rules and regulations of the Securities and Exchange Commission.
        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with United States generally accepted
        principles have been condensed or omitted pursuant to such rules and regulations.
        In the opinion of management, all adjustments (consisting of normal recurring
        accruals) considered necessary for a fair presentation have been included.
        It is suggested that these financial statements be read in conjunction
        with the August 31, 2003 audited financial statements and notes thereto.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-6

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|2. | NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | SIGNIFICANT ACCOUNTING POLICIES
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States. Because a precise determination of many assets and liabilities
        is dependent upon future events, the preparation of financial statements
        for a period necessarily involves the use of estimates which have been
        made using careful judgement.
      The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-7

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   | d)                                        
|   |                                           
|   | e)                                        
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-8

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | SHARE SUBSCRIPTIONS RECEIVED
      The Company has approved the private placement of 3,000,000
        units at $2.00 per unit. Each unit will consist of one common share and
        one warrant to purchase an additional common share at $3.00 for a period
        of eighteen months. As at August 31, 2003, $20,000 had been advanced in
        connection with this private placement. Subsequent to November 30, 2003,
        the Company has ceased raising financing under the private placement.

F-9

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|5. | STOCK OPTION PLAN
      The Company adopted a stock option plan (the Plan)
        pursuant to which the directors may grant a maximum of 1,736,250 common
        stock options to officers, key employees and consultants. The Company
        granted 1,735,000 fully vested incentive stock options allowing the holders
        to purchase one common share of the Company at $2.50 per share for a term
        expiring September 9, 2004.
      The following is a summary of the stock option activity
        during the period ended November 30, 2003:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                |           |   |   | WEIGHTED |  
| | ------------------------------ | --------- | - | - | -------- | -
| |                                | NUMBER    |   |   | AVERAGE  |  
| |                                | OF        |   |   | EXERCISE |  
| |                                | SHARES    |   |   | PRICE    |  
| |                                |           |   |   |          |  
| | Outstanding, August 31, 2002   | -         |   | $ | -        |  
| |                                |           |   |   |          |  
| | Granted                        | 1,735,000 |   |   | 2.50     |  
| | Exercised                      | (40,000   | ) |   | (2.50    | )
| |                                |           |   |   |          |  
| | Outstanding, August 31, 2003   | 1,695,000 |   |   | 2.50     |  
| |                                |           |   |   |          |  
| | Granted                        | -         |   |   | -        |  
| | Exercised                      | -         |   |   | -        |  
| |                                |           |   |   |          |  
| | Outstanding, November 30, 2003 | 1,695,000 |   | $ | 2.50     |  

|6. | RELATED PARTY TRANSACTIONS
      During the period ended November 30, 2003, the Company
        incurred consulting expenses of $Nil (2002 - $9,523) to directors and
        officers.
      As at November 30, 2003, the Company has $20,850 (2002
        - $23,460) in accounts payable owing to a director and officer.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-10

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AUGUST BIOMEDICAL CORPORATION(A Development Stage Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2003(Unaudited)
  (Stated in U.S. Dollars)

|7. | CONTINGENCY
      The Company is subject to a legal action being brought
        against it by a former director and officer for wrongful dismissal and
        breach of contract. Management is of the opinion that the amount of the
        claim, if any, is not determinable and, accordingly, no provision has
        been recorded in the accounts at November 30, 2003.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                  
|8. | SUBSEQUENT EVENTS
      On December 15, 2003, the Company entered into an agreement
        to acquire a 100% working interest (82.5% net revenue interest) in certain
        oil and gas leases located in Yellowstone Counties, Montana, U.S.A. The
        purchase price is $185,366 payable as follows:                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                  
|   | Under the terms of the Agreement,
        should the Company elect to proceed with the acquisition following completion
        of the due diligence, it will be committed to expend an additional $3,325,000
        over the next two years to acquire additional leases, complete seismic
        surveys and drill wells.                                                    

F-11

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Item 2. Managements Discussion and Analysis or Plan of Operations

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains
  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. These forward-looking statements involve risks and uncertainties,
  including statements regarding August Biomedical Corporations (August
  Biomedical) capital needs, business plans and expectations. Such forward-looking
  statements involve risks and uncertainties regarding the market price of natural
  resources, availability of funds, government regulations, common share prices,
  operating costs, capital costs and other factors. Forward-looking statements
  are made, without limitation, in relation to operating plans, property exploration
  and development, availability of funds and operating costs. Any statements contained
  herein that are not statements of historical facts may be deemed to be forward-looking
  statements. In some cases, you can identify forward-looking statements by terminology
  such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe",
  "estimate", "predict", "potential" or "continue", the negative of such terms
  or other comparable terminology. Actual events or results may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks outlined below, and, from time to time, in other reports August Biomedical
  files with the SEC, including August Biomedicals Annual Report on Form
  10-KSB for the year ended August 31, 2003. These factors may cause August Biomedical's
  actual results to differ materially from any forward-looking statement. August
  Biomedical disclaims any obligation to publicly update these statements, or
  disclose any difference between its actual results and those reflected in these
  statements. The information constitutes forward-looking statements within the
  meaning of the Private Securities Litigation Reform Act of 1995. Given these
  uncertainties, readers are cautioned not to place undue reliance on such forward-looking
  statements.

Overview

We were incorporated on May 26, 2000, under the laws of the
  State of Nevada under the name Coyote Ventures Corp.

The Company is engaged in the business of developing an oil
  and gas project known as the Horizontal Amsden Play in Musselshell
  and Yellowstone Counties, Montana. The Horizontal Amsden Play is based on the
  theory that commercial oil production can be obtained from a formation known
  as the Amsden Formation which occurs in Central Montana using modern horizontal
  drilling technologies. The Company has obtained the right to acquire an interest
  in oil and gas leases covering approximately 12,972 gross leasehold acres (approximately
  9,268 net leasehold acres) from Zone Exploration Inc. (Zone) of
  Billings, Montana as more particularly described below under the heading Agreement
  of Sale & Purchase. Subject to completion of due diligence and obtaining
  financing, the Company proposes to complete the acquisition of the leases from
  Zone and to proceed with development of the Horizontal Amsden Play.

AGREEMENT FOR SALE & PURCHASE

Pursuant to an agreement dated December 15, 2003 and executed
  December 18, 2003 (the Agreement) between the Company and Zone,
  the Company acquired the right to purchase a 100% working interest (82% net
  revenue interest) in oil and gas leases covering approximately 12,972 gross
  leasehold acres (approximately 9,268 net leasehold acres) in Musselshell and
  Yellowstone counties of the State of Montana which comprise the Horizontal Amsden
  Play. Under the terms of the Agreement

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the total purchase price is $185,366 (the Purchase Price) payable as follows:

| | a. | $20,000 initial deposit on execution of the Agreement (which
      sum has been paid); and                 
| | -- | -----------------------------------------------------------------------------------------------------------
| |    |                                                                                                            
| | b. | the balance of $165,366 60 days following the date of execution
      of the Agreement (February 16, 2004).

During the 60 day period prior to payment of the balance the
  Company will complete its due diligence to confirm title to the leases and the
  feasibility of the play.

In the event that the Company determines to proceed with the
  acquisition following completion of its due diligence, the Company will be obligated
  to make project expenditures totaling $3,325,000 (the Project Expenditures)
  over a two year period as follows:

|YEAR 1              | Amount        | Purpose                        
|------------------- | ------------- | -------------------------------
|                    |               |                                
|March 17, 2004      | $300,000.00   | Acquisition of additional      
|                    |               | Prospect leases (15,000 acres) 
|                    |               |                                
|April 16, 2004      | $200,000.00   | Acquisition of additional      
|                    |               | Prospect leases (10,000 acres) 
|                    |               |                                
|                    | $300,000.00   | Negotiations and Purchase      
|                    |               | of existing vertical oil well  
|                    |               | properties (2-6 wells possible)
|                    |               |                                
|June 15, 2004       | $300,000.00   | Acquisition of additional      
|                    |               | Prospect leases (15,000 acres) 
|                    |               |                                
|                    | 200,000.00    | 3-D seismic survey at          
|                    |               | Wolf Springs field             
|                    |               |                                
|October 13, 2004    | $1,200,000.00 | Drilling participation budget  
|                    |               | For 1, 2 or 3-well program     
|                    |               |                                
|                    |               |                                
|YEAR 2              | Amount        | Purpose                        
|                    |               |                                
|First 9 months      | $750,000.00   | Drilling participation budget  
|                    |               | For additional drilling        
|                    |               |                                
|                    | $75,000.00    | 2ndyear lease rentals          
|                    |               |                                
|                    |               |                                
|                    |               |                                
|TOTAL 2-YR. BUDGET: | $3,325,000.00 |                                

In order to make payment of the balance of the Purchase Price and make the Project Expenditures,

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the Company will need to obtain funding either through the
  sale of its equity securities or by borrowing or by joint venturing its interests
  with other parties. At this point the Company does not have an equity or debt
  financing arranged and has not identified any potential joint venture parties.
  There is no assurance that financing or joint venture funding will be available
  to the Company.

In the event that the Company defaults in the payment of any
  portion of the Purchase Price and fails to cure such default within 14 days
  of notice from Zone, it will be subject to forfeiture of its interest to Zone.

In the event that the Company defaults in making any required
  Project Expenditures, the default will be covered by the applicable operating
  agreement which typically provides for the party in default to be obligated
  to pay the other parties with interest or to suffer the dilution of their interest
  on an accelerated basis if the other parties are forced to advance their share
  of expenditures.

The leases will be subject to royalties in favor or Zone and
  the landowners totaling 18% so that the Company will obtain an 82% net revenue
  interest.

Under the terms of the Agreement the Company will enter into
  an area of mutual interest agreement (the AMI Agreement) with Zone.
  The AMI Agreement will provide for how the parties will deal with leasehold
  interests acquired within a defined area of interest in the general area of
  the currently held leases (the Area of Mutual Interest). The AMI
  Agreement will have a term of five years. Under the terms of the AMI Agreement
  Zone will be obligated to offer to the Company any leases that it acquires within
  the Area of Mutual Interest at a fixed price of $20.00 per acre subject to an
  overriding royalty in favor of Zone equal to the lesser of 3% of net revenue
  or the difference between existing lease burdens and 80% net revenue interest.
  If the Company acquires any leases within the Area of Mutual Interest it will
  assign to Zone a royalty of the lesser of 3% or the difference between existing
  lease burdens and 80% net revenue.

Under the terms of the Agreement the Company will also enter
  into a brokerage agreement with Zone (the Brokerage Agreement).
  The terms of the Brokerage Agreement will require the Company to retain Zone
  to act as its broker with respect to the acquisition of additional oil and gas
  leases in the Horizontal Amsden Play area. The Company will pay Zone $350 per
  day plus reimbursement of expenses for work done under the Brokerage Agreement.

Plan of Operations

During the next 12 months the Companys plan of operations
  is to complete the acquisition of the Horizontal Amsden Play and to make the
  Project Expenditures as detailed under the heading Purchase & Sale
  Agreement above. The expenditures involved are detailed as follows:

|a. | completion of acquisition of Horizontal Amsden Play         | $ | 165,366   | 
|-- | ----------------------------------------------------------- | - | --------- | 
|b. | acquisition of additional leases in Area of Mutual Interest | $ | 800,000   | 
|c. | purchase of 2 to 6 producing vertical oil wells             | $ | 300,000   | 
|d. | completion of 3-D seismic surveys                           | $ | 200,000   | 
|e. | one to three well drilling program                          | $ | 1,200,000 | 
|   |                                                             |   |           | 
|   | Total:                                                      | $ | 2,665,366 | 

These planned expenditures are subject to the Company successfully completing its due diligence and proceeding with the acquisition of the Horizontal Amsden Play.  The exact amount of

5

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expenditures under each item will depend on the success of
  negotiations and recommendations of professional consultants to be retained
  to review and develop exploration programs. In addition, any expenditures are
  subject to the Company obtaining sufficient financing. At November 30, 2003
  the Company had a working capital deficiency of $75,798. The Company will require
  significant financing to complete the acquisition of the Horizontal Amsden Play
  and to pay the Project Expenditures detailed above. The Company will seek to
  obtain such financing through borrowing or sale of its equity shares. At the
  present time the Company does not have any debt or equity financing arranged
  and there is no assurance that any will be available. Accordingly, there is
  a significant risk that the Company will not be able to complete its business
  plan.

In addition to the planned expenditures set out above the
  Company will require funding for general corporate purposes including legal,
  audit and administrative expenses. The Company estimates that at least $100,000
  will be required for such purposes during the next 12 months. At the present
  time, the Company does not have any funding available to meet such expenses
  and will need to obtain loans or sell equity shares to continue to meet its
  filing obligations. There is no assurance that such funding will be available
  to the Company.

At the present time the Company cannot satisfy its immediate cash requirements.

We had cash on hand of $614 as at November 30, 2003 compared
  to $850 as at August 31, 2003. We had a working capital deficit of $80,794 as
  at November 30, 2003 compared to a working capital deficit of $75,798 as at
  August 31, 2003. We will require additional financing in order to proceed with
  our plan of operations. Our total expenditures over the next twelve months are
  anticipated to be $2,765,366. Accordingly, we will require financing to fund
  our operations for the next twelve months. If we are unable to obtain additional
  financing, we will not be able to complete our business plan. There is no assurance
  that we will be able to secure the necessary financing.

Additional financing may not be available. Additional financing
  will be necessary to complete the acquisition of the Horizontal Amsden Play
  and to pay the Project Expenditures detailed above. We may consider bringing
  in an additional joint venture partner to provide the required funding. We have
  not undertaken any efforts to locate a joint venture partner. In addition, we
  may not ever be able to locate a joint venture partner who will assist us in
  funding our acquisition of the Horizontal Amsden Play and the completion of
  the Project Expenditures.

In the next twelve months, we do not plan to make any purchases
  or sales of significant equipment, nor do we plan to make any significant changes
  in our number of employees.

Results Of Operations For Period Ending November 30, 2003

We did not earn any revenues during the period ending November
  30, 2003. We are presently in the development stage of our business and we can
  provide no assurance that we will complete the acquisition of the Horizontal
  Amsden Play, or if such acquisition is completed, that we will proceed with
  the planned expenditures.

We incurred expenses in the amount of $4,996 for the three
  months ended November 30, 2003, compared to $122,962 for the three months ended
  November 30, 2002. These expenses included professional fees in the amount of
  $4,720 and office and sundry expenditures in the amount of $276. We anticipate
  our operating expenses will increase as we undertake our plan of operations.

The increase will be attributable to our beginning of our payments
  of the Project Expenditures commencing with acquiring additional Prospect leases
  and the professional fees to be incurred in complying with the reporting requirements
  under the Securities Exchange Act of 1934.

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We incurred a loss in the amount of $4,996 for the three months
  ended November 30, 2003, compared to $122,962 for the three months ended November
  30, 2002. Our loss was attributable primarily to professional fee expenses.

Liquidity and Capital Resources

We had cash on hand of $614 as at November 30, 2003 compared
  to $850 as at August 31, 2003. We had a working capital deficit of $80,794 as
  at November 30, 2003 compared to a working capital deficit of $75,798 as at
  August 31, 2003.

We have not attained profitable operations and are dependent
  upon obtaining financing to pursue our plan of operations . For these reasons,
  there is substantial doubt that we will be able to continue as a going concern.

ITEM 3.     CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of November 30, 2003, being the date of our most recently completed fiscal
  quarter. This evaluation was carried out under the supervision and with the
  participation of our Chief Executive Officer, Scott C. Houghton, and Chief Financial
  Officer, Korina Houghton. Based upon that evaluation, our Chief Executive Officer
  and Chief Financial Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended November
  30, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

7

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|(1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to the legal proceedings described in our Annual
  Report on Form 10-KSB, as filed with the Securities and Exchange Commission
  on January 15, 2004. Accordingly, readers are encouraged to review the full
  disclosure regarding these legal proceedings, as disclosed in Item 3 of the
  Annual Report on Form 10-KSB.

We are aware of a possible claim by iCyberdata in respect
  of a memorandum of undertaking (the MOI) dated July 24, 2003 and
  a share purchase agreement dated September 30, 2003 (the Share Purchase
  Agreement). We were contemplating the purchase of the shares of iCyberdata
  from the shareholders of iCyberdata. In furtherance of the proposed purchase,
  we entered into the MOI and executed a copy of the Share Purchase Agreement.
  We take the position that the MOI was intended to be a non-binding letter of
  intent only and that the Share Purchase Agreement entered into by us was not
  to be binding on us until it was executed by the shareholders of iCyberdata
  and its final form was approved by our legal counsel neither of which events
  ever occurred. iCyberdata, by letter dated October 29, 2003 claimed to terminate
  the Agreement and has demanded $75,000 from us under the terms of the alleged
  agreement. In subsequent correspondence iCyberdata continues to allege that
  we are required to advance them $10,000 per month in respect of the alleged
  agreement terminated by their letter of October 29, 2003. No legal action has
  yet been commence by iCyberdata and we intend to vigorously defend any action
  that may be commenced on the basis that it has no legal obligations to iCyberdata

There were no material developments to our previously disclosed
  legal proceedings during our first quarter ended November 30, 2003.

Item 2. Changes in Securities

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote during the fiscal quarter ended November 30, 2003.

Item 5. Other Information

None

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

EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

|               |  |                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                           
|               |  |                                                                                                                                                                  
|31.1           |  | Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                                     
|               |  |                                                                                                                                                                  
|31.2           |  | Certification of Chief Financial Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002 (1)                                                     
|               |  |                                                                                                                                                                  
|32.1           |  | Certification of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (1)
|               |  |                                                                                                                                                                  
|32.2           |  | Certification of Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (1)

|    |                                                             
|--- | ------------------------------------------------------------
|(1) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB.
|    |                                                             

REPORTS ON FORM 8-K

We have not filed any Current Reports on Form 8-K during our
  fiscal quarter ended November 30, 2003.

Since November 30, 2003, we filed a Current Report on Form
  8-K on December 23, 2003, announcing under Item 2 of that report that we had
  acquired our interest in the Horizontal Amsden Play.

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SIGNATURES

In accordance with the requirements of the Securities and
  Exchange Act of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

|                       | AUGUST BIOMEDICAL CORPORATION
|---------------------- | -----------------------------
|                       |                              
|Date: January 19, 2004 | By:                          
|                       |                              
|                       |                              
|                       |                              
|                       |                              

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