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

Form 10-QSB

(Mark One)

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

For the quarterly period ended: September 30, 2005



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

For the transition period from to

Commission file number: 000-49635

|                                                                   
|-------------------------------------------------------------------
|                                                                   
|MINRAD INTERNATIONAL, INC.                                         
|(Exact name of small business issuer as specified in
		its charter)
|                                                                   
|                                                                   
|Delaware                                                           
|(State or other jurisdiction of incorporation or
		organization)   
|                                                                   
|847 Main Street, Buffalo, New York                                 
|(Address of principal executive offices)                           

|                                                                                    | (716) 855-1068 | 
|----------------------------------------------------------------------------------- | -------------- | 
|Issuer's Telephone Number                                                          
|                                                                                   
|                                                                                    |                | 
|(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 Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]

Check whether the issuer is a shell company (as defined in Rule
12b-2 of the Exchange Act.  Yes [ ]  No [X]

The number of shares of the issuers common stock outstanding , as of the
latest practicable date (November 11, 2005) 29,064,839

Transitional Small Business Disclosure Format (Check one): Yes [ ]
No [ X ]



MINRAD INTERNATIONAL, INC.
Form 10-QSB
For the Quarterly Period Ended September 30, 2005

|TABLE OF CONTENTS |     
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|PART I.           |     
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|PART II.          |     
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|ITEM 1.           |     
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|ITEM 2.           |     
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|ITEM 3.           |     
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|ITEM 4            |     
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|ITEM 5.           |     
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|ITEM 6.           |     
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-2-



PART I

Item 1. Financial Statements.



|MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
|-------------------------------------------
|CONSOLIDATED BALANCE SHEETS (UNAUDITED)    



|ASSETS                                                                   |                               | September 30,
		2005 |           | December 31, 2004
|------------------------------------------------------------------------ | ----------------------------- | -------------------- | --------- | -----------------
|Current Assets:                                                          |                               |                      |           |                  
|                                                                         | Cash and cash equivalents     | $                    | 1,461,058 | $                
|                                                                         | Accounts receivable, net      |                      | 2,782,943 |                  
|                                                                         | Inventories, net              |                      | 3,372,949 |                  
|                                                                         | Prepaid expenses              |                      | 682,340   |                  
|                                                                         | Total current assets          |                      | 8,299,290 |                  
|                                                                         |                               |                      |           |                  
|Property and Equipment:                                                  |                               |                      |           |                  
|                                                                         | Machinery and equipment       |                      | 1,167,125 |                  
|                                                                         | Computers                     |                      | 215,604   |                  
|                                                                         | Furniture and fixtures        |                      | 22,641    |                  
|                                                                         | Construction in progress      |                      | -         |                  
|                                                                         |                               |                      | 1,405,370 |                  
|                                                                         | Less accumulated depreciation |                      | 800,380   |                  
|Total property and equipment                                             |                               | 604,990              |           | 499,206          
|                                                                         |                               |                      |           |                  
|Other Assets                                                             |                               | 143,593              |           | 112,798          
|                                                                         | $                             | 9,047,873            | $         | 2,762,777        
|                                                                         |                               |                      |           |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                           |                               |                     
|                                                                         |                               |                      |           |                  
|Current Liabilities:                                                     |                               |                      |           |                  
|Demand notes payable                                                     |                               |                      |           |                  
|                                                                         | Stockholders' and affiliates  | $                    | 2,471,761 | $                
|                                                                         | Wachovia Bank and others      |                      | -         |                  
|Accounts payable                                                         |                               | 492,991              |           | 2,433,859        
|Accrued expenses                                                         |                               | 878,649              |           | 824,812          
|Due
		to affiliates                                                      |                               | -                    |           | 374,740          
|Current portion of long-term debt,
		including default reclassifications |                               | 32,767               |           | 1,022,309        
|                                                                         | Total current
		liabilities   |                      | 3,876,168 |                  
|                                                                         |                               |                      |           |                  
|Long -Term Debt                                                          |                               | 748,975              |           | -                
|                                                                         |                               |                      |           |                  
|Commitments and Contingencies (See Note 11)                              |                               | -                    |           | -                
|                                                                         |                               |                      |           |                  
|Stockholders' Equity (Deficit)                                           |                               |                      |           |                  
|Series A preferred stock                                                 |                               | 2,815                |           | -                
|Common stock                                                             |                               | 284,706              |           | 280,192          
|Additional paid in capital                                               |                               | 39,229,881           |           | 20,512,202       
|Accumulated deficit                                                      |                               | (35,094,672)         |           | (24,156,462)     
|Total stockholders equity (deficit)                                      |                               | 4,422,730            |           | (3,364,068)      
|                                                                         |                               |                      |           |                  
|                                                                         | $                             | 9,047,873            | $         | 2,762,777        
|                                                                         |                               |                      |           |                  
|See accompanying notes.                                                 

-3-





|MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES      
|-------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



| | Three Months Ended
		September 30, 
		2005 | Three Months 
		Ended
		September 30, 
		2004 | Nine Months 
		Ended
		September 30, 
		2005 | Nine Months Ended
		September
		30,
		2004
| | ------------------------------------------ | --------------------------------------------- | -------------------------------------------- | ------------------------------------------





|Revenue                                                         | $ | 1,423,221   | $ | 1,240,631  | $ | 5,879,147    | $ | 3,067,633  
|--------------------------------------------------------------- | - | ----------- | - | ---------- | - | ------------ | - | -----------
|                                                                |   |             |   |            |   |              |   |            
|Cost of goods
		sold                                            |   | 898,448     |   | 867,416    |   | 3,380,127    |   | 2,244,623  
|                                                                |   |             |   |            |   |              |   |            
|Gross profit                                                    |   | 524,773     |   | 373,215    |   | 2,499,020    |   | 823,010    
|                                                                |   |             |   |            |   |              |   |            
|Operating
		expenses:                                           |   |             |   |            |   |              |   |            
|Sales and
		marketing                                           |   | 425,281     |   | 182,616    |   | 1,120,584    |   | 542,586    
|Research and
		development                                      |   | 535,640     |   | 308,838    |   | 1,304,448    |   | 807,544    
|Finance and
		administrative                                    |   | 682,906     |   | 705,350    |   | 2,059,208    |   | 1,642,765  
|Total operating
		expenses                                      |   | 1,643,827   |   | 1,196,804  |   | 4,484,240    |   | 2,992,895  
|                                                                |   |             |   |            |   |              |   |            
|Operating loss                                                  |   | (1,119,054) |   | (823,589)  |   | (1,985,220)  |   | (2,169,885)
|                                                                |   |             |   |            |   |              |   |            
|Non-operating expenses:                                         |   |             |   |            |   |              |   |            
|Interest
		expense:                                             |   |             |   |            |   |              |   |            
|Stockholders
		and affiliates                                   |   | (436,874)   |   | (21,615)   |   | (1,961,429)  |   | (254,697)  
|Other                                                           |   | (3,781)     |   | (142,424)  |   | (193,839)    |   | (258,265)  
|Debt conversion
		costs                                         |   | -           |   | -          |   | -            |   | (713,000)  
|Total
		non-operating
		
           expenses                    |   | (440,655)   |   | (164,039)  |   | (2,155,267)  |   | (1,225,962)
|                                                                |   |             |   |            |   |              |   |            
|Net Loss                                                        | $ | (1,559,709) | $ | (987,628)  | $ | (4,140,487)  | $ | (3,395,847)
|                                                                |   |             |   |            |   |              |   |            
|Less Preferred Stock Dividends                                  |   |             |   |            |   |              |   |            
|Cash dividends                                                  |   | (171,568)   |   | -          |   | (199,174)    |   | -          
|Non cash dividends                                              |   | -           |   | -          |   | (6,598,549)  |   | -          
|Net loss
		available for common stockholders                    | $ | (1,731,277) | $ | (987,628)  | $ | (10,938,210) | $ | (3,395,847)
|                                                                |   |             |   |            |   |              |   |            
|Net Loss per
		share, basic and diluted                         | $ | (.06)       | $ | (.04)      | $ | (.39)        | $ | (.15)      
|                                                                |   |             |   |            |   |              |   |            
|Weighted
		average common shares outstanding, basic and diluted |   | 28,467,283  |   | 27,147,154 |   | 28,357,762   |   | 22,275,027 

See accompanying notes.

-4-



|MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES                                      
|---------------------------------------------------------------------------------
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
		EQUITY (DEFICIT) (UNAUDITED)
|For the Nine Months Ended September 30, 2005                                     





|                                              | Series A                    | Common | Additional |             |        
|--------------------------------------------- | --------------------------- | ------ | ---------- | ----------- | -------
|                                              | Convertible Preferred Stock | Stock  | Paid-In    | Accumulated |        
|                                              | Shares                      | Amount | Shares     | Amount      | Capital
|Balance at December 31, 2004                  |                             | -      | $          | -           |        
|Sale of common stock; net of costs            |                             |        |            |             |        
|Stock options exercised                       |                             |        |            |             |        
|Warrants issued with demand notes             |                             |        |            |             |        
|Warrants issued on Wachovia guarantee         |                             |        |            |             |        
|Net loss                                      |                             |        |            |             |        
|Balance at March 31, 2005                     |                             | -      | $          | -           |        
|                                              |                             |        |            |             |        
|Sale of preferred stock; net of costs         |                             | 11,260 |            | 2,815       |        
|Stock options exercised                       |                             |        |            |             |        
|Stock based compensation on options extended  |                             |        |            |             |        
|Warrants issued on Wachovia guarantee         |                             |        |            |             |        
|Preferred Dividends:                          |                             |        |            |             |        
|Cash dividends                                |                             |        |            |             |        
|Amortization of beneficial conversion feature |                             |        |            |             |        
|Net loss                                      |                             |        |            |             |        
|Balance at June 30, 2005                      |                             | 11,260 | $          | 2,815       |        
|                                              |                             |        |            |             |        
|Stock options exercised                       |                             |        |            |             |        
|Preferred stock issuance costs                |                             |        |            |             |        
|Preferred stock cash dividends                |                             |        |            |             |        
|Net
		loss                                    |                             |        |            |             |        
|Balance at September 30, 2005                 |                             | 11,260 | $          | 2,815       |        
|                                             
|See accompanying notes                       

-5-



MINRAD INTERNATIONAL, INC. 
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
For the Nine Months Ended September 30, 2004





|                                                       | Series B              |        |            |            
|------------------------------------------------------ | --------------------- | ------ | ---------- | -----------
|                                                       | Convertible Preferred | Common | Additional |            
|                                                       | Stock                 | Stock  | Paid-In    | Accumulated
|                                                       | Shares                | Amount | Shares     | Amount     
|Balance at December 31, 2003                           | 950,000               | $      | 475,000    | 14,155,485 
|Beneficial conversion feature of demand notes payable  |                       |        |            |            
|Debt conversion costs                                  |                       |        |            |            
|Conversion of liabilities to equity                    |                       |        |            | 2,846,049  
|Sale of common stock; net of costs                     |                       |        |            | 1,216,084  
|Conversion of series B preferred stock to common stock | (950,000)             |        | (475,000)  | 1,140,000  
|Net loss                                               |                       |        |            |            
|Balance at March 31, 2004                              | -                     | $      | -          | 19,357,618 





|Warrants converted to equity        |   |   |   | 44,794     |   | 448     |   | (448)      |   |              |   | -          
|----------------------------------- | - | - | - | ---------- | - | ------- | - | ---------- | - | ------------ | - | -----------
|Conversion of liabilities to equity |   |   |   | 26,433     |   | 264     |   | 32,777     |   |              |   | 33,041     
|Sale of common stock; net of costs  |   |   |   | 1,415,000  |   | 14,150  |   | 1,576,095  |   |              |   | 1,590,245  
|Options exercised                   |   |   |   | 15,000     |   | 150     |   | 26,100     |   |              |   | 26,250     
|Net loss                            |   |   |   |            |   |         |   |            |   | (878,782)    |   | (878,782)  
|Balance at June 30, 2004            | - | $ | - | 20,858,845 | $ | 208,588 | $ | 18,335,731 | $ | (21,788,451) | $ | (3,244,132)
|                                    |   |   |   |            |   |         |   |            |   |              |   |            
|Conversion of debt to equity        |   |   |   | 925,051    |   | 9,251   |   | 571,907    |   |              |   | 581,158    
|Sale of common stock; net of costs  |   |   |   | 580,000    |   | 5,800   |   | 638,749    |   |              |   | 644,549    
|Net Loss                            |   |   |   |            |   |         |   |            |   | (987,628)    |   | (987,628)  
|                                    |   |   |   |            |   |         |   |            |   |              |   |            
|Balance at September 30, 2004       | - | $ |   | 22,363,896 | $ | 223,639 | $ | 19,546,387 | $ | (22,776,079) | $ | (3,006,053)
|                                   
|                                   
|                                   
|                                   
|See accompanying notes.            



-6-





|MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES      
|-------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)





|                                                       | Nine Months                                               | Nine Months                
|------------------------------------------------------ | --------------------------------------------------------- | ---------------------------
|                                                       | Ended September 
		30, 2005                               | Ended September 
		30, 2004
|Cash flows from operating activities:                  |                                                           |                            
|Net loss                                               | $                                                         | (4,140,487)                
|                                                       | Adjustments to reconcile net loss to net                  |                            
|                                                       | cash used by operating activities:                        |                            
|                                                       | Depreciation and amortization                             | 131,255                    
|                                                       | Decrease in allowance for doubtful accounts               | (314,078)                  
|                                                       | Debt conversion costs                                     | -                          
|                                                       | Stock based compensation on options extended              | 121,050                    
|                                                       | Amortization of note discount                             | 896,949                    
|                                                       | Warrants issued for guarantee                             | 980,523                    
|                                                       | (Increase) decrease in assets:                            |                            
|                                                       | Accounts receivable- trade                                | (1,862,637)                
|                                                       | Inventory                                                 | (2,303,384)                
|                                                       | Prepaid expenses                                          | (210,291)                  
|                                                       | Increase (decrease) in liabilities:                       |                            
|                                                       | Accounts payable                                          | (1,940,868)                
|                                                       | Accrued expenses                                          |                            
|                                                       |                                                           |                            
|                                                       | Net cash used by operating activities                     |                            
|                                                       |                                                           |                            
|Cash flows from investing activities:                  |                                                           |                            
|                                                       | Purchases of property and equipment                       | (232,038)                  
|                                                       | Acquisition of other assets                               | (39,470)                   
|                                                       | Net cash used by investing activities                     | (271,508)                  
|                                                       |                                                           |                            
|Cash flows from financing activities:                  |                                                           |                            
|                                                       | Net decrease in restricted deposits                       | 3,675                      
|                                                       | Net advances (repayments) to affiliates                   | (374,740)                  
|                                                       | Borrowings under demand notes payable                     | 2,500,000                  
|                                                       | Repayments under demand notes payable                     | (1,471,125)                
|                                                       | Repayments under long term debt                           | (240,567)                  
|                                                       | Proceeds from sale of common stock; net of
		costs        | 431,965                    
|                                                       | Proceeds from options exercised                           | 219,574                    
|                                                       | Preferred cash dividends paid                             |                            
|                                                       | Proceeds from sale of preferred stock: net
		of 
   costs |                            
|                                                       | Net cash provided by financing activities                 |                            
|                                                       |                                                           |                            
|Net increase (decrease) in cash and cash
		equivalents |                                                           | 1,458,128                  
|                                                       |                                                           |                            
|Cash-and cash equivalents - beginning of
		period      | 2,930                                                     |                            
|Cash and cash equivalents - end of period              | $                                                         | 1,461,058                  
|                                                       |                                                           |                            
|See accompanying notes.                               

-7-



|                                           
|-------------------------------------------
|MINRAD INTERNATIONAL, INC. AND SUBSIDIARIES
|                                           
|NOTES TO THE FINANCIAL STATEMENTS          



NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Minrad
International, Inc. and its wholly owned Subsidiaries (collectively, the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments considered necessary for fair
presentation have been included. All such adjustments are of a normal recurring
nature. Operating results for the nine-month period ended September 30, 2005 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2005. For further information, refer to the Company's
consolidated financial statements and footnotes as of and for the periods ended
December 31, 2004 and September 30, 2004 and 2003 as filed with the Securities
and Exchange Commission ("SEC") on Form 10-KSB on March 31, 2005.

NOTE 2: MERGER

As disclosed in the December 31, 2004 Form 10-KSB, on December 16, 2004,
Minrad Inc. consummated a Merger Agreement with Technology Acquisition
Corporation (now Minrad International, Inc.) and its subsidiary. As of that
date, the operations of the consolidated financial statements include the
activity of the merged entities. The financial statements presented for the
three and nine months ended September 30, 2004 reflect the operations of Minrad,
Inc. only. On April 25, 2005 Minrad International, Inc. merged into a wholly
owned Delaware subsidiary with the same name in order to change its state of
incorporation from Nevada to Delaware.

NOTE 3: MINRAD EU

MINRAD EU, a wholly owned subsidiary of MINRAD Inc., was formed in February
2005 to hold existing and obtain future European pharmaceutical or image
guidance registrations. Minrad EU will act as a sales headquarters for several
of our future international sales managers, and the office will be used to
support various current and future distribution partners, including E. Merck
with whom the Company signed a pharmaceutical distribution agreement in February
2005. MINRAD EU will set up a laboratory to conduct finished product testing of
our pharmaceutical products according to the European requirements.

NOTE 4: DEMAND NOTES PAYABLE

In February 2005, the Company obtained financing of $2.5 million from
existing shareholders, which includes (1) convertible promissory notes with an
aggregate principal amount of $2.5 million which bear interest at 6% and mature
in October 2005; and (2) warrants to purchase, at any time prior to January 30,
2007, an aggregate of 375,000 shares of the Company's common stock at $1.75 per
share. These warrants were valued using the Black Scholes pricing model at
$925,188, which was recorded as a note discount and is being amortized into
interest expense over the term of the note. During the nine months ended
September 30, 2005, the amortization totaled $896,949. The remaining unamortized
balance of $28,239 is reflected as a reduction to the face value of the note on
the accompanying balance sheet.

-8-



On May 11, 2005, the parties amended provisions of the
convertible notes relating to optional prepayment, optional acceleration, and
optional conversion rights. As amended, each of these provisions, which were
formerly triggered by the completion of $5 million of equity funding, is now
triggered by the existence of aggregate outstanding indebtedness owed by the
Company and its subsidiaries (on a consolidated basis) to one or more banks
("Bank Borrowing") in excess of $5 million. If Bank Borrowing in excess of $5
million occurs, then (1) commencing 7 business days thereafter the Company will
have the option to prepay the notes, (2) commencing 7 business days thereafter
the lenders will have the right to accelerate the maturity date of the notes,
and (3) commencing on that date the lenders will have the right to convert all
or any portion of the outstanding notes into shares of the Company's common
stock at $1.75 per share. In the event the lenders obtain the ability to convert
their notes into shares of the Company's common stock based on the terms of the
agreement, the Company will be required to record an interest charge of
approximately $1.6 million attributed to the beneficial conversion feature at
$1.75 per share.

On October 7, 2005 the $2,500,000 demand notes matured and were fully paid
back along with interest of $97,151.  This occurred before they were
convertible by the holder and therefore the $1.6 million interest charge
described above will not occur.

In connection with the continuing guarantee agreement
related to the Wachovia Bank demand note, an additional 300,000 warrants to
purchase common stock at $.75 per share were granted to Kevin Kimberlin Partners
L.P. in the nine months ended September 30, 2005. The warrants, which vest
immediately and expire on various dates through May 2010, were valued using the
Black Scholes pricing model, resulting in $980,523 being recorded and included
in interest expense for the nine months ended September 30, 2005. As of June 30,
2005 the Wachovia demand note has been fully paid.  As a result, no
further warrants will be issued in connection with this agreement.

During the nine months ended September 30, 2005 the Company sold 321,714
shares of the Company's common stock at the price of $1.75 per share with net
proceeds of $431,965. The Company granted 32,171 warrants exercisable at $1.75
per share in connection with this sale which vested immediately and expire after
seven years.

Also during the nine months ended September 30, 2005 the Company sold 11,260
shares of newly issued Series A convertible preferred stock at the price of
$1,000 per share with net proceeds of $9,440,830 after cash fees. The preferred
shares pay 6% dividends, have a maturity of four years, and each share is
immediately convertible into 500 shares of common stock at the option of the
holder, and will become convertible at the option of the Company if the
Company's common stock reaches an average closing price of $5.00 per share with
average volume of 50,000 shares traded per day over 20 consecutive days. The
dividends are cumulative, accrue daily, and are payable quarterly in cash, or at
the option of the Company, in common stock. Total dividends for the nine month
period ended September 30, 2005 amounted to approximately $199,000. At maturity
and at the option of the Company, the shares will be converted into common stock
or redeemed for $1,000 per share. In connection with the sale the Company
granted to the investors warrants for the purchase of 2,815,000 shares of common
stock exercisable at $3.85 per share, which vest immediately and expire after
three years, and additional warrants to purchase 563,000 shares of common stock
as placement agent fees exercisable at $2.00 per share which also vest
immediately and expire after seven years. The warrants were valued at $1,901,658
and $1,034,662 respectively using the Black Scholes pricing model.

-9-



In connection with the sale, the conversion feature of the Series A
convertible preferred stock is at a rate lower than the market price of the
common stock at the date of the issuance, resulting in a non-cash beneficial
conversion feature of $6,598,549. This beneficial conversion feature has been
immediately recognized as additional non cash preferred stock dividends.

NOTE 6: SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest during the nine-month period ended September 30, 2005
amounted to $211,616 (compared to $680,486 in 2004). There was minimal cash paid for
income taxes during the nine -month period ended September 30, 2005 and 2004.



|                                                                           |   | 2005      |   | 2004     
|-------------------------------------------------------------------------- | - | --------- | - | ---------
|Note discount for value of detachable
		warrants granted with demand notes | $ | 925,188   | $ | -        
|                                                                           |   |           |   |          
|Cash dividend payable                                                      | $ | 171,568   | $ | -        
|                                                                           |   |           |   |          
|Non - cash dividend                                                        | $ | 6,598,549 | $ | -        
|                                                                           |   |           |   |          
|Conversion of demand notes and accrued
		interest into common stock        | $ | -         | $ | 2,928,750
|                                                                           |   |           |   |          
|Conversion of accounts payable into common
		stock                         | $ | -         | $ | 67,472   
|                                                                           |   |           |   |          
|Series B preferred stock converted to
		common stock                       | $ | -         | $ | 475,000  
|                                                                           |   |           |   |          
|Conversion of employee advances into common
		stock                        | $ | -         | $ | 17,421   
|                                                                           |   |           |   |          
|Equipment acquired by the assumption of
		current liabilities              | $ | -         | $ | 50,980   
|                                                                           |   |           |   |          

Cash and Cash Equivalents - The Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents.

NOTE 7: STOCK OPTIONS

The Company adopted our 2004 Stock Option Plan, which authorizes the grant of
up to 7,170,500 options to officers and other employees. To date, options
granted under this plan have been incentive stock options with an exercise price
of not less than 110% of the market value on the day of grant. The options may
be exercised in specific increments usually beginning one or two years after the
date of grant, and generally expire two to five years from their respective
vesting dates or earlier if employment is terminated.

A summary of the status of options granted under the stock option plan for
the nine months ended September 30, 2005 is presented below:

-10-





|                                       | Number of                        |           | Weighted      
|-------------------------------------- | -------------------------------- | --------- | --------------
|                                       | Shares Subject                   |           | Average       
|                                       | To Options                       |           | Exercise Price
|                                       |                                  |           |               
|Outstanding as of December
		31, 2004  | 2,360,917                        | $         | 1.50          
|                                       | Granted to employees 1/1-9/30/05 | 669,750   | $             
|                                       | Forfeited in period 1/1-9/30/05  | (97,501)  | $             
|                                       | Exercised in period 1/1-9/30/05  | (129,707) | $             
|Outstanding as of September
		30, 2005 | 2,803,459                        | $         | 2.05          
|                                       |                                  |           |               
|Exercisable as of September
		30, 2005 | 1,142,409                        | $         | 1.54          

Options outstanding as of September 30, 2005 had exercise prices ranging from
$1.40 to $4.75

The Company applies APB Opinion No. 25 in accounting for its stock option
plan. Accordingly, no compensation expense has been charged to earnings for
options granted to employees for the period ended September 30, 2005 since all
such options have an exercise price greater than the market value on the date of
grant, other than certain options to seven non-executive employees that were
extended resulting in non cash compensation cost of $121,050.

The weighted average fair value of the options granted to employees during
the 9 month period ended September 30, 2005 was $1.89 per share ($0.12 for
2004).

If the Company had elected to recognize compensation cost based on the fair
value of the options granted at grant date as prescribed by SFAS No. 123, net
loss would have increased as follows.





|                                          |   | 9 Month           |  | 9 Month           
|----------------------------------------- | - | ----------------- |  | ------------------
|                                          |   | Period Ended      |  | Period Ended      
|                                          |   | September 30 2005 |  | September 30, 2004
|                                          |   |                   |  |                   
|Net loss as reported                      | $ | (4,140,487)       |  | (3 ,395,847)      
|                                          |   |                   |  |                   
|Stock based employee compensation costs   |   |                   |  |                   
|included in the determination of net loss |   | 121,050           |  | -                 
|                                          |   |                   |  |                   
|Total stock-based employee                |   |                   |  |                   
|compensation expense determined           |   |                   |  |                   
|under fair value method                   |   | (266,549)         |  | (10,320)          
|                                          |   |                   |  |                   
|Net loss- pro forma                       | $ | (4,285,986)       |  | (3,406,167)       

The effect of using the fair value method did not have any impact on earnings
per share.

Management has valued the options at their date of grant utilizing the Black
Scholes pricing model. The following weighted-average assumptions were utilized
in the fair value calculations:

-11-





|                                | September 30,
		2005 |       | September 30,
		2004
|------------------------------- | -------------------- | ----- | --------------------
|                                |                      |       |                     
|Expected dividend yield         | 0                    | %     |                     
|Expected stock price volatility | 34                   | %     |                     
|Risk-free interest rate         | 4                    | %     |                     
|Expected life of options        | 7                    | years |                     



NOTE 8: RELATED PARTY TRANSACTIONS

In connection with the Company's issuance of Series A convertible preferred
stock, as discussed in Note 5, $616,850 of the fees were paid to shareholders or
affiliates. Also warrants to purchase 385,500 shares of common stock were
granted to shareholders or affiliates. In addition as discussed in Note 4, the
Company granted warrants to purchase 300,000 shares of common stock to Kevin
Kimberlin Partners, L.P. who controls a stockholder in the Company, in relation
to a guarantee of certain bank debt. Interest to shareholders related to the
$2,500,000 demand notes amounted to approximately $90,000, in addition to the
interest related to the amortization of the note discount discussed in Note 4.



NOTE 9: EARNINGS PER SHARE

If the Company had generated earnings during the
nine months ended September
30, 2005, approximately 8,500,000 common stock equivalent shares would have been
added to the weighted average shares outstanding (none for the nine months ended
September 30, 2004). These additional shares represent the assumed conversion of
Series A convertible preferred stock, the assumed conversion of convertible
debt, and the assumed exercise of common stock options and warrants whose
exercise price is less than the average fair value of the Company's stock during
the period. The proceeds of the exercise are assumed to be used to purchase
common shares for treasury and the incremental shares are added to the weighted
average shares outstanding.

NOTE 10: BUSINESS INTERRUPTION

On February 16, 2003, a winter storm shut down the Company's Pennsylvania
manufacturing plant for a period of weeks, and limited subsequent production
until mid July 2003. A business interruption claim was filed against the
insurance carrier with an initial payment of $500,000 being received in August
2003 which was recorded as a reduction to cost of sales in fiscal 2003.

This claim was settled in September 2005 for approximately a total of
$800,000. The balance of $300,000 was received in October 2005. For the nine months ended September 30 2005 the Company
recorded the $300,000 in revenues.



NOTE 11: SUBSEQUENT EVENTS

On July 15, 2005 the Company filed form SB-2 Registration Statement with the
SEC to register up to 25,120,561 shares of common stock for sale by selling
security holders. The SB-2 was declared "effective" by the SEC on October 3,
2005.

On November 7, 2005 we commenced trading on the American Stock Exchange under
the call sign BUF.

-12-



We recently signed an agreement to move our Buffalo, New York operations to a
new facility under construction in the nearby suburb of Orchard Park, New York.
The new stand alone facility in a modern industrial park will have approximately
37,000 square feet and the Company has entered into a ten year lease with the
option to purchase the building after seven years for $4,260,000. This lease
will require annual payments of approximately $436,000 in year one, increasing
over time to approximately $486,000 in year ten.

In response to increased demand for our anesthesia products, we have
initiated an expansion of our Bethlehem, Pennsylvania facility to increase our
manufacturing and warehouse capacities. As part of this plan, we have entered
into an agreement with a local design/builder firm to construct a separate
(approximately 20,000 sq. ft.) facility which will contain the new warehouse and
expanded finished goods packaging operations. This new structure will be
connected to the existing building by an enclosed walkway. Moving these
operations out of the current building allows us to increase the manufacturing
capacities of our existing and future anesthesia products. We have also engaged
an engineering consulting firm to assist in the design and planning of the
associated process equipment and raw material handling systems. These agreements
will require payments aggregating approximately $800,000.

On October 3, 2005 a holder of Series A convertible preferred stock at a
price of $1,000 per share converted 60 of his total 250 shares into common stock
including accrued interest . A total of 30,163 shares of common stock were
issued.

On October 7, 2005 an affiliated shareholder purchased 571,429 shares of
common stock at $1.75 per share for a total of $1,000,000. The holder was given
demand registration rights.

We have recently received a commitment letter from a major USA bank for a
$3,500,000 line of credit. The closing of the credit facility is dependant upon completion of certain
legal documents which must be mutually agreed upon.





Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation.

Forward-Looking Statements

All statements, other than statements of historical fact, contained in this
Form 10-QSB constitute forward-looking statements. In some cases you can
identify forward-looking statements by terms such as "may," "intend," "might,"
"will," "should," "could," "would," "expect," "believe," "estimate,"
"anticipate," "predict," "project," "potential," or the negative of these terms
and similar expressions intended to identify forward-looking statements.

Forward-looking statements are based on assumptions and estimates and are
subject to risks and uncertainties. Reference is made to the information
appearing under the heading "Risk Factors" in Item 1 of our Form 10-KSB filed
with the SEC on March 31, 2005 ("Risk Factors"), which is incorporated herein by
reference. We have identified in the Risk Factors and elsewhere in this Form
10-QSB factors that may cause actual results to differ materially from those
expressed or assumed in any of our forward-looking statements. You should not
place undue reliance on our forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made and,
except as required by law, we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of anticipated or unanticipated
events or circumstances. New factors emerge from time to time that may cause our
business not to develop as we expect and it is not possible for us

-13-



to predict
all of them. Factors that may cause actual results to differ materially from
those expressed or implied by our forward-looking statements include those
described in the Risk Factors, including the following:

| | • | our limited operating history and business
		development associated with being a growth stage company;                                                                    
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                           
| | • | our history of operating losses, which we
		expect to continue;                                                                                                           
| |   |                                                                                                                                                                           
| | • | our possible need to obtain future funding
		through equity or debt financings;                                                                                           
| |   |                                                                                                                                                                           
| | • | our dependence on key personnel;                                                                                                                                          
| |   |                                                                                                                                                                           
| | • | our need to attract and retain technical
		and managerial personnel;                                                                                                      
| |   |                                                                                                                                                                           
| | • | our ability to execute our business
		strategy;                                                                                                                           
| |   |                                                                                                                                                                           
| | • | our dependence on our strategic
		partnerships;                                                                                                                           
| |   |                                                                                                                                                                           
| | • | intense competition with established
		leaders in the medical devices industry;                                                                                           
| |   |                                                                                                                                                                           
| | • | our reliance on third-party suppliers;                                                                                                                                    
| |   |                                                                                                                                                                           
| | • | our exposure to product liability claims
		resulting from the use of our products;                                                                                        
| |   |                                                                                                                                                                           
| | • | our exposure to unanticipated
		and uncontrollable business interruptions;                                                                                                
| |   |                                                                                                                                                                           
| | • | changes in international economic,
		political and regulatory conditions, interest rates and currency
		movements;                                                        
| |   |                                                                                                                                                                           
| | • | the costs and effects of complying with
		changes to existing laws and regulations;                                                                                       
| |   |                                                                                                                                                                           
| | • | the effect of failing to receive regulatory
		approval for new and existing products;                                                                                     
| |   |                                                                                                                                                                           
| | • | the costs and effects of complying with
		laws and regulations relating to the environment and to the manufacture,
		storage, distribution and regulation of our products;
| |   |                                                                                                                                                                           
| | • | our ability to successfully complete the
		integration of any future acquisitions;                                                                                        
| |   |                                                                                                                                                                           
| | • | our ability to project the market for our
		products based upon estimates and assumptions;                                                                                
| |   |                                                                                                                                                                           
| | • | our exposure to undisclosed liabilities of
		the public shell corporation and the lack of established broker-dealer
		relationships for our stock;                        
| |   |                                                                                                                                                                           
| | • | our ability to generate enough positive
		cash flow to pay our creditors;                                                                                                 
| |   |                                                                                                                                                                           
| | • | the increase in legal, accounting and
		insurance expenses related to being a public company;                                                                             
| |   |                                                                                                                                                                           
| | • | our ability to achieve and maintain
		adequate internal controls necessary to comply with regulations
		governing financial reporting;                                    

-14-



| | • | our ability to protect our intellectual
		property and proprietary technologies;                          
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| | • | costs associated with potential
		intellectual property infringement claims asserted by a third party; and
| |   |                                                                                                           
| | • | our ability to protect, and
		build recognition of, our trademarks and trade names.                       



Management's Discussion and Analysis of Financial Condition
and Results of Operations



You should read the following description of our financial condition and
results of operating in conjunction with the consolidated financial statements
and our Form 10-KSB filed with the SEC on March 31, 2005. All dollar amounts
presented in this section have been rounded to thousands, except per share
amounts.

Company Background

MINRAD International, Inc. (MINRAD) is an acute care company with two product
lines - real-time image guidance and anesthesia and analgesia. The real-time
image guidance products have broad applications in orthopedics, neurosurgery,
interventional radiology and pain management. These devices enable medical
professionals to improve the accuracy of interventional procedures and reduce
radiation exposure. MINRAD International also manufactures and markets generic
inhalation anesthetics for use in connection with human and veterinary surgical
procedures. We are developing a drug/drug delivery system for conscious
sedation, which, similar to nitrous oxide in dental surgery, provides a patient
with pain relief without loss of consciousness.

Key Success Factors

Four factors are the principal drivers of success in the MINRAD business
model:



|1) | Expanded Product Commercialization
		including existing product growth in present and new markets and the
		development and introduction of new products.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Manufacturing Efficiency
		facilitating maximum margin realization.                                                                                      
|3) | The Attraction of Talented Personnel
		accelerating product and market plan implementation.                                                              
|4) | Funding of the Businessto insure
		successful on-going operations.                                                                                       

Progress against these key milestones during the nine month period ended
September 30, 2005 was reflected in the success of new and expanded distributors
in key markets, the successful recruitment of high quality personnel from senior
management to engineers, improved capacity utilization, the successful fund
raising of $11,260,000 of Series A convertible preferred stock (see "Liquidity
and Capital") and the securing of $2,500,000 in bridge financing.

Each of these success factors will be addressed in the discussion of
operations.

-15-



RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 2004.



|                           |              |              | Increase/  | Percent
|-------------------------- | ------------ | ------------ | ---------- | -------
|                           | 2005         | 2004         | (Decrease) | Change 
|                           |              |              |            |        
|Revenue                    | $5,879,000   | $3,067,000   | $2,812,000 | 92%    
|                           |              |              |            |        
|Gross Margin               | 2,499,000    | 823,000      | 1,676,000  | 204%   
|Gross Margin %             | 42.5%        | 26.8%        | 15.7 pts   |        
|                           |              |              |            |        
|Research and Development   | 1,304,000    | 807,000      | 497,000    | 62%    
|Sales and Marketing        | 1,121,000    | 543,000      | 578,000    | 106%   
|Finance and Administration | 2,059,000    | 1,643,000    | 416,000    | 25%    
|                           |              |              |            |        
|Operating Loss             | (1,985,000)  | (2,170,000)  | (185,000)  | (9)%   
|                           |              |              |            |        
|Interest Expense: Cash     | (278,000)    | (513,000)    | (235,000)  | (46)%  
|                           |              |              |            |        
|Interest Expense: Non-cash | (1,877,000)  | (713,000)    | 1,164,000  | 163%   
|                           |              |              |            |        
|Net Loss                   | $(4,140,000) | $(3,396,000) | $744,000   | 22%    
|                           |              |              |            |        
|EPS                        | $(0.39)      | $(0.15)      | $0.24      | 160%   

Revenue

The increase in revenue of approximately $2,812,000 came from many different
areas. The primary increase was from sales in Latin America, which increased
$1,294,000 or 132% from $977,000 in 2004 to $2,271,000 in 2005. This was the
result of a continued increase in drug approvals in the region.

The Pacific Rim region had an increase of $243,000, from $664,000 in 2004 to
$907,000 in 2005. The increase was the result of new product registrations in
China, increases in Japan and other Asean territories offset by a decrease in
the India Subcontinent.

The Europeon region recorded an increase of $164,000, from $446,000 in 2004
to $610,000 in 2005 most of which was in New Europe (eastern Europe, Turkey and
Israel). The USA territory saw an increase of $310,000 from $799,000 in 2004 to
$1,109,000 in 2005. The original equipment manufactures, OEM, recorded a 256%
increase of $424,000, from $165,000 in 2004 to $589,000 in 2005.

For the nine months ending September 30, 2005 both our isoflurane and
enflurane sales increased. Also Sevoflurane recorded its first sales in 2005 as
an active pharmaceutical ingredient. In addition, revenues also include a final
settlement payment of $300,000 on a 2003 insurance business interruption claim.

Gross Margin

The gross margin improved by $1,676,000 from 26.8% to 42.5% or 15.7
percentage points primarily due to increased volume year over year and decreased
relative costs. The standard costs (budgeted cost to manufacture one unit of a
product) were reduced year over year due to reduced labor, material and
overhead. This improved the gross margin at standard cost to 61% for the period
ended September 30, 2005 from 54% in the prior period. Unfavorable manufacturing
variances (comparison of actual cost to the standard cost) of $358,000 for the
period ended September 30, 2005 were largely driven by volume variances in the
production of inhalation anesthetic of $207,000. A volume variance is the
difference between the expected production

-16-



output at standard and the actual
production output. Although actual production increased significantly year over
year to meet customer demands, production still fell short of the level assumed
in the standards. These manufacturing volume variances were due to overhead
costs which exceeded the standard by $159,000 and direct labor costs which
exceeded the standard by $48,000. The effect of the start up costs at the
Buffalo facility for the production of our new SabreSource product was a
negative $103,000. Inventory adjustments was a reduction in value of $49,000.

Research & Development

The increase in research and development of $497,000 is primarily related to
a payroll and benefits increase of $248,000. This largely reflects increased
personnel in our registration department. Additional items include $82,000
increase in intellectual property costs, $52,000 in travel and relocation costs,
$45,000 for the extension of options which was a non cash expense, and $27,000
related to increases in product development costs. Research and development
expenses are expected to increase as we continue to work on new products.

Sales & Marketing

The increase in Sales and Marketing expense of $578,000 can be primarily
attributed to the following: approximately $299,000 of the increase was in
personnel to support our anesthesia and analgesia contracts and establish a
communications department; $59,000 for increased convention and marketing
expenses primarily associated with the launch of the SabreSourceTM
system; $132,000 for increased travel and relocation expenses; a $55,000
increase for volume related freight and commission expenses; and $31,000 for the
extension of options which was a non cash expense.

Finance & Administration

The year over year increase of $416,000 was largely driven by increased
staffing to support the growth of the business and increased compliance costs
related to becoming a public company. Year over year increases in personnel
costs of $311,000 included the establishment of the key new positions of Chief
Operating Officer and Controller as well as administrative support along with
increases in incentives. Travel and relocation expense increased by $93,000
related to further development of the business, while general insurance
increased by $94,000 due to premium increases based on increased sales and
significantly increased premium on directors and officers coverage as a public
company. There was also a $45,000 increase for the extension of options which
was a non cash expense. These costs were partially offset by a reduction of
$47,000 in bad debt reserves due to collection of previously reserved accounts
and a reduction of legal and professional expenses of $105,000, primarily due to
non reoccurring prior year costs associated with the merger and becoming a
public entity. Finance and administration costs will continue to increase as we
continue to meet SEC and Sarbanes-Oxley compliance requirements.



Interest Expense: Cash

Interest Expense: Cash interest declined sharply between periods reflecting
the Company's fund raising efforts in calendar 2005 resulting in the conversion
and repayment of outstanding obligations. Interest expense in the nine months
ended September 30, 2005 was $278,000 compared to $513,000 in the same period a
year earlier, a 46% reduction in expense. Cash interest expense should continue
to decline but be tempered by the Line of Credit we anticipate to close in the 4th
quarter of 2005. See "Subsequent Events" for further elaboration.

-17-



Interest Expense: Non-cash

The Company booked $1,877,000 in imputed (non-cash) interest expense in the
nine months ended September 30, 2005 attributed to debt discount amortization of
warrants issued in connection with debt instruments. This was an increase of
$1,164,000, or 163%, over the same period in 2004. Approximately $980,000 of the
imputed interest for the nine months ended September 30, 2005 was related to
warrants issued to Kevin Kimberlin Partners for providing its guarantee of a $1
million working capital line. The working capital line was paid off and retired
in June of 2005 and no additional warrants will be issued in connection with
Kevin Kimberlin's guarantee. Also $897,000 was incurred in association with the
$2.5 million bridge financing (see "Liquidity and Capital" below). Future non
cash interest will include $29,000 for the continued amortization of the bridge
loan discount, and there will be no beneficial conversion costs because the full
$2,500,000 bridge loan matured and was paid off. For the period ended September
30, 2004 the Company incurred debt conversion costs of $713,000.

Dividends

For the period ended September 30, 2005 total cash dividends on the Series A
convertible preferred stock amounted to approximately $199,000, and non cash
dividends of $6,599,000. There were no dividends in 2004. Cash dividends will
continue and are expected to increase in the future.

Net Loss

The Net Loss for the nine months ended September 30, 2005 was $(4,140,000) an
increase of $744,000 or 22% from the prior year of $(3,396,000). This was
primarily attributed to the increase in operating expenses and non cash
interest, while being offset by increases in revenue, volume, and gross margin
along with a reduction in cash interest expense. Without non cash interest
expense, the loss for the nine months ended September 30, 2005, would have been
$(2,263,000) compared to $(2,683,000) for the prior year, a decrease of $420,000
or 16%.

Liquidity and Capital

As of September 30, 2005, we had current assets of approximately $8.3
million, including cash of $1.5 million, and current liabilities of
approximately $3.9 million.

Net cash used by operating
activities increased by $6,029,000 to $8,752,000 or 221% from $2,723,000 in the
nine months ended September 30, 2005. The increase was largely attributable to
an increase in accounts receivable of $1,843,000 due to revenue growth, an
increase in inventory of $2,069,000 due to production build up, an increase in
prepaid expenses of $412,000 for advance payments to secure raw materials, and a
decrease of accounts payable and accrued expenses of $1,854,000 due to cash
available from financing sources.

Cash provided by financing activities increased by $7,970,000 from $2,512,000
to $10,482,000 in the nine months ended September 30, 2005. This included the
gross proceeds from the sale of Series A convertible preferred stock of
$11,260,000 ($9,443,000 net of costs) and a bridge loan of $2,500,000 which
represents an increase of $1,778,000 over borrowings in the same period last
year. This is offset by a reduction in proceeds from the sale of common stock of
$3,115,000.

During the quarter ended June 30,
2005, the Company sold 11,260 shares of Series A convertible preferred stock and
warrants to purchase 2,815,000 shares of common stock. See the information under
"Note 5:

-18-



EQUITY" contained in the Notes to the Financial Statements in Part I of this
report, which is incorporated herein by reference.

We issued convertible promissory notes to the Tobin Family Trust ($1.5
million aggregate principal amount) and Laird Cagan ($1 million principal
amount) in February 2005. These notes payable of $2,500,000 were due October 7,
2005 and were fully paid off with interest of $97,000 at that time. They are
reflected net of a discount of $28,000 to a net carrying value of $2,472,000 at
September 30, 2005. This discount is due to 375,000 detachable warrants with a
value of $925,000 issued with the loan. The discount is being amortized over the
life of the loan, with approximately $897,000 during the nine months ended
September 30, 2005.

Due to the Preferred Stock sale our future capital requirements have been
significantly reduced. During the remainder of 2005, we plan to begin expansion
of our Bethlehem facility to allow for anticipated future growth of production.
We expect to incur incremental costs related to our real time image guidance
system and research and development costs for conscious sedation. In addition,
we will need to raise additional funds in the future through the establishment
of a line of credit of approximately $3,500,000 for working capital purposes.
Also, we may need to raise additional funds through the private or public sales
of equity securities or the incurrence of additional indebtedness. We currently
have Board of Director approval to sell an additional $2,740,000 in equity.
Previous defaults of long term debt have been remediated, accordingly all
previous classifications as current have been cleared. Additional funding may
not be available on terms favorable to us, or at all. If we raise additional
funds through the issuance of equity securities, the percentage ownership of our
stockholders will be reduced; stockholders may experience dilution and the
issued equity securities may provide for rights, preferences and privileges
senior to those of the existing holders of our common stock and preferred stock.
In addition, any issuance of indebtedness may require us to comply with
restrictive covenants. Our inability to raise additional capital may have a
material adverse effect on our results of operations and financial condition.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our
management, with the participation of our principal executive officer and
principal financial officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exct")), as of the end
of the period covered by this Quarterly Report on Form 10-QSB. Based on that
evaluation, our principal executive officer and principal financial officer have
concluded that as of t•e
designed to ensure that information required to be disclosed in reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in applicable SEC rules and forms and
were effective. No changes were made in the Companies interenal control over
financial reporting in connection with the evaluation.



PART II -- OTHER INFORMATION



Item 1. Legal Proceedings.

Not applicable.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

During the period from June 10,
2005 through June 30, 2005, we sold 11,260 shares of Series A convertible
preferred stock and warrants to purchase 2,815,000 shares of common stock for an
aggregate price of $11.26 million. Each share of Series A convertible preferred
stock is convertible into 500 shares of common stock, and the related warrants
are exercisable for a period of three years at $3.85 per share of common stock.
The sales were made to 19 persons and entities, with substantially all of the
shares being purchased by institutional investors and their related parties. The
sales of Series A convertible preferred stock and warrants were made pursuant to
an exemption from registration under Section 4(2) of the Securities Act and Rule
506 of

-19-



Regulation D under the Securities Act in an offering made exclusively to
accredited investors, as that term is defined in Rule 501 of Regulation D. In connection with the sales, we
paid placement agent fees and/ or finders aggregate cash fees of $1,101,000 and
issued warrants exercisable for a period of 7 years to purchase 563,000 shares
of common stock at $2.00 per share. The principal placement agents for the sales
were KeyBanc Capital Markets and Chadbourn Securities, Inc.

Information concerning other unregistered sales of securities during the
fiscal quarter ended June 30, 2005 is furnished in our reports on Form 8-K filed
on June 14, 2005 and June 21, 2005.

On October 7, 2005, an affiliated shareholder purchased 571,429 shares of
common stock at $1.75 per share, or an aggregate purchase price of $1,000,000.
The Company used the proceeds of the sale as working capital. The common stock
was sold without the filing of a registration statement because it was not made
in connection with a public offering of stock.

Item 3. Defaults upon Senior Securities.

None.

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

No matters were voted upon by the shareholders during the
				quarter covered by this report.

Item 5. Other Information.

None.

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

(a) The following exhibits are filed as part of this Quarterly Report on
Form 10-QSB:

3.1 Articles of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 to Registration No.
333-126359 filed on Form SB-2 on July 1, 2005).



3.2 Bylaws of Registrant (incorporated by reference to Appendix E to
definitive Proxy Statement as filed under Schedule 14A on April 6, 2005).

3.3 Certificate of Designations, filed with the Secretary of State of the
State of Delaware on June 8, 2005, for the purpose of amending the Certificate
of Incorporation of Minrad International, Inc. to provide for the designations,
rights and preferences of Series A convertible preferred stock (incorporated by
reference to Exhibit 99.2 to Form 8-K filed on June 14, 2005.

10.1  Form of Milestone Stock Option Agreement used in connection with
options approved on April 21, 2005 under 2004 Stock Option Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K filed on April 27, 2005).

10.2 Securities Purchase Agreement, dated as of June 8, 2005, between Minrad
International, Inc. and certain Buyers, relating to the sale of Series A
convertible preferred stock and warrants (incorporated by reference to Exhibit
99.1 to Form 8-K filed on June 14, 2005).

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10.3 Warrant, dated as of June 8, 2005, issued to Buyers under Securities
Purchase Agreement of the same date with Minrad International, Inc.
(incorporated by reference to Exhibit 99.3 to Form 8-K filed on June 14, 2005).

10.4 Registration Rights Agreement, dated as of June 17, 2005, between Minrad
International, Inc. and Buyers under the Securities Purchase Agreement of the
same date (incorporated by reference to Exhibit 99.4 to Form 8-K filed on June
14, 2005).

10.5 Securities Purchase Agreement, dated as of June 17, 2005, between Minrad
International, Inc. and certain Buyers, relating to the sale of Series A
convertible preferred stock and warrants (incorporated by reference to Exhibit
99.1 to Form 8-K filed on June 21, 2005).

10.6 Warrant, dated as of June 17, 2005, 2005, issued to Buyers under
Securities Purchase Agreement of the same date with Minrad International, Inc.
(incorporated by reference to Exhibit 99.3 to Form 8-K filed on June 21, 2005).

10.7 Registration Rights Agreement, dated as of June 17, 2005, between Minrad
International, Inc. and Buyers under the Securities Purchase Agreement of the
same date (incorporated by reference to Exhibit 99.4 to Form 8-K filed on June
21, 2005.

10.8 Securities Purchase Agreement, dated as of June 28, 2005, between Minrad
International, Inc. and certain Buyers, relating to the sale of Series A
convertible preferred stock and warrants (incorporated by reference to Exhibit
10.8 to Form 10-QSB filed August 5, 2005).

10.9 Warrant, dated as of June 28, 2005, 2005, issued to Buyers under
Securities Purchase Agreement of the same date with Minrad International, Inc.
(incorporated by reference to Exhibit 10.9 to Form 10-QSB filed August 5, 2005).

10.10 Registration Rights Agreement, dated as of June 28, 2005, between
Minrad International, Inc. and Buyers under the Securities Purchase Agreement of
the same date (incorporated by reference to Exhibit 10.10 to Form 10-QSB filed
August 5, 2005).

10.11 Amendment, dated May 11, 2005, to $2.5 million Convertible Promissory
Notes dated February 8, 2005 and February 15, 2005 (incorporated by reference to
Exhibit 10.9 to Form 10-QSB filed on May 13, 2005).

10.12 * Lease between Peter L.
Krog and the Company dated as of October 20, 2005.

31.1 *Certification of Principal Executive Officer Pursuant to Rules
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2 *Certification of Principal Financial Officer Pursuant to Rules
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1 *Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

________________
* Filed herewith

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 Compensation plan or arrangement.

(b) Reports on Form 8-K. During the fiscal quarter ended September
30, 2005, we filed Form 8-K Reports with the SEC on the following dates with
respect to the following matters.

(1) June 14, 2005 -- relating to (a) sale of 7,035 shares Series A
convertible preferred stock together with warrants to purchase 1,58,750 common
stock for an aggregate purchase price of $7.035 million, and (b) amendment to
the Certificate of Incorporation of the Company to provide for issuance of
Series A convertible preferred stock.

(2) June 21, 2005 -- relating to the sale of 3,000 shares of Series A
convertible preferred stock together with warrants to purchase 750,000 shares of
common stock for an aggregate purchase price of $3 million.

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Signatures



In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report on Form 10-QSB to be signed on its
behalf by the undersigned thereunto duly authorized.

|Date: November 14, 2005 | MINRAD INTERNATIONAL, INC.
|----------------------- | --------------------------
|                        |                           
|                        | By:                       
|                        |                           
|                        |                           
|                        |                           
|                        |                           

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