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: June 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 [ ]

The number of shares of the issuers common stock outstanding , as of the
latest practicable date ( June 30, 2005), 28,463,991

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



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

|TABLE OF CONTENTS |     
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|PART I.           |     
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|ITEM 1.           |     
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|ITEM 2.           |     
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|ITEM 3.           |     
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|PART II.          |     
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|ITEM 2.           |     
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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                                                                         |                                | June 30, 2005 |           | December 31, 2004
|------------------------------------------------------------------------------ | ------------------------------ | ------------- | --------- | -----------------
|                                                                               |                                |               |           |                  
|Current Assets:                                                                |                                |               |           |                  
|                                                                               | Cash,
    and cash equivalents | $             | 5,327,935 | $                
|                                                                               | Accounts receivable, net       |               | 2,137,961 |                  
|                                                                               | Stock subscription receivable  |               | 581,863   |                  
|                                                                               | Inventories, net               |               | 1,061,561 |                  
|                                                                               | Prepaid expenses               |               | 1,069,720 |                  
|Total current assets                                                           |                                | 10,179,040    |           | 2,150,773        
|                                                                               |                                |               |           |                  
|Property and Equipment:                                                        |                                |               |           |                  
|                                                                               | Machinery and equipment        |               | 1,080,530 |                  
|                                                                               | Computers                      |               | 155,988   |                  
|                                                                               | Furniture and fixtures         |               | 22,641    |                  
|                                                                               | Construction in progress       |               | -         |                  
|                                                                               |                                |               | 1,259,159 |                  
|                                                                               | Less accumulated depreciation  |               | 754,533   |                  
|Total property and equipment                                                   |                                | 504,626       |           | 499,206          
|                                                                               |                                |               |           |                  
|Other Assets                                                                   |                                | 158,672       |           | 112,798          
|                                                                               |                                |               |           |                  
|                                                                               | $                              | 10,842,338    | $         | 2,762,777        
|                                                                               |                                |               |           |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                 |                                |              
|                                                                               |                                |               |           |                  
|Current Liabilities:                                                           |                                |               |           |                  
|                                                                               | Demand notes
    payable       |               |           |                  
|                                                                               | Stockholders' and affiliates   | $             | 2,073,595 | $                
|                                                                               | Wachovia Bank and others       |               | -         |                  
|Accounts payable                                                               |                                | 908,144       |           | 2,433,859        
|Accrued
    expenses                                                           |                                | 563,405       |           | 824,812          
|Due to
    affiliates                                                          |                                | 270,270       |           | 374,740          
|Current
    portion of long-term debt,
    including default reclassifications |                                | 31,333        |           | 1,022,309        
|Total current
    liabilities                                                  |                                | 3,846,747     |           | 6,126,845        
|                                                                               |                                |               |           |                  
|Long
    -Term Debt                                                            |                                | 760,389       |           | -                
|                                                                               |                                |               |           |                  
|Stockholders' Equity (Deficit)                                                 |                                |               |           |                  
|Series
    A preferred stock                                                   |                                | 2,815         |           | -                
|Common
    stock                                                               |                                | 284,640       |           | 208,588          
|Additional paid in capital                                                     |                                | 39,311,142    |           | 18,335,731       
|Accumulated deficit                                                            |                                | (33,363,395)  |           | (21,788,451)     
|Total
    stockholders equity (deficit)                                        |                                | 6,235,202     |           | (3,364,068)      
|                                                                               |                                |               |           |                  
|                                                                               | $                              | 10,842,338    | $         | 2,762,777        
|                                                                               |                                |               |           |                  
|See accompanying notes.                                                       

-3-



MINRAD INTERNATIONAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)












|                                                                 | Three Months Ended | Three Months
 Ended | Six Months 
    Ended | Six Months Ended
|---------------------------------------------------------------- | ------------------ | ------------------- | --------------------- | ----------------
|                                                                 | June 30, 2005      | June 30, 2004       | June 30, 2005         | June 30, 2004   
|                                                                 |                    |                     |                       |                 
|Revenue                                                          | $                  | 2,027,198           | $                     | 948,551         
|                                                                 |                    |                     |                       |                 
|Cost of goods sold                                               |                    | 1,211,407           |                       | 717,594         
|                                                                 |                    |                     |                       |                 
|Gross profit                                                     |                    | 815,791             |                       | 230,957         
|                                                                 |                    |                     |                       |                 
|Operating
    expenses:                                          |                    |                     |                       |                 
|Sales and marketing                                              |                    | 386,291             |                       | 179,488         
|Research and
    development                                     |                    | 430,492             |                       | 264,555         
|Finance and
    administrative                                   |                    | 723,859             |                       | 546,341         
|Total operating
    expenses                                     |                    | 1,540,642           |                       | 990,384         
|                                                                 |                    |                     |                       |                 
|Operating loss                                                   |                    | (724,851)           |                       | (759,427)       
|                                                                 |                    |                     |                       |                 
|Non-operating
    expenses:                                      |                    |                     |                       |                 
|Interest expense:                                                |                    |                     |                       |                 
|Stockholders and
    affiliates                                  |                    | 854,210             |                       | 48,273          
|Other                                                            |                    | 106,429             |                       | 71,082          
|Debt conversion
    costs                                        |                    | -                   |                       | -               
|Total non-operating
    
         expenses                       |                    | 960,639             |                       | 119,355         
|                                                                 |                    |                     |                       |                 
|Net Loss                                                         | $                  | (1,685,490)         | $                     | (878,782)       
|                                                                 |                    |                     |                       |                 
|Less
    Preferred Stock Dividends                               |                    |                     |                       |                 
|Cash
    dividends                                               |                    | (27,606)            |                       | -               
|Non cash dividends                                               |                    | (6,598,549)         |                       | -               
|Net loss
    available for common stockholders                   | $                  | (8,311,645)         | $                     | (878,782)       
|                                                                 |                    |                     |                       |                 
|Net Loss per share
    basic and diluted                         | $                  | (.29)               | $                     | (.04)           
|                                                                 |                    |                     |                       |                 
|Weighted average
    common shares outstanding basic and diluted |                    | 28,366,817          |                       | 23,288,898      
|                                                                





See accompanying notes.

-4-



MINRAD INTERNATIONAL, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
    (DEFICIT) (UNAUDITED)For the Six Months Ended June 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       |        
|                                                   |                             |        |            |             |        
|                                                  
|                                                  
|See accompanying notes.                           



-5-

MINRAD INTERNATIONAL, INC. 
STATEMENT OF CHANGE IN STOCKHOLDERS' DEFICIT (UNAUDITED)
For the Six Months Ended June 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)
|                                      
|                                      
|See accompanying notes.               







-6-



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







|                                                         | Six Months                                              | Six Months    
|-------------------------------------------------------- | ------------------------------------------------------- | --------------
|                                                         | Ended June 30,                                          | Ended June 30,
|                                                         | 2005                                                    | 2004          
|Cash flows from operating activities:                    |                                                         |               
|Net loss                                                 | $                                                       | (2,580,778)   
|                                                         | Adjustments to reconcile net loss to net                |               
|                                                         | cash
    used by operating activities:                  |               
|                                                         | Depreciation and amortization                           | 82,908        
|                                                         | Decrease in allowance for doubtful accounts             | (56,000)      
|                                                         | Debt conversion costs                                   | -             
|                                                         | Stock based compensation on options extended            | 121,050       
|                                                         | Amortization of note discount                           | 498,783       
|                                                         | Warrants issued for guarantee                           | 980,523       
|                                                         | (Increase) decrease in assets:                          |               
|                                                         | Accounts receivable- trade                              | (1,475,733)   
|                                                         | Inventory                                               | 8,004         
|                                                         | Prepaid expenses                                        | (597,671)     
|                                                         | Increase (decrease) in liabilities:                     |               
|                                                         | Accounts payable                                        | (1,525,716)   
|                                                         | Accrued expenses                                        |               
|                                                         |                                                         |               
|                                                         | Net cash used by operating activities                   |               
|                                                         |                                                         |               
|Cash flows from investing activities:                    |                                                         |               
|                                                         | Purchases of property and equipment                     | (85,827)      
|                                                         | Acquisition of other assets                             | (39,470)      
|                                                         | Net cash used by investing activities                   | (125,297)     
|                                                         |                                                         |               
|Cash flows from financing activities:                    |                                                         |               
|                                                         | Net decrease(increase) in restricted deposits           | (8,904)       
|                                                         | Net repayments to affiliates                            | (104,470)     
|                                                         | Borrowings under demand notes payable                   | 2,500,000     
|                                                         | Repayment under demand notes payable                    | (1,471,125)   
|                                                         | Repayment under long term debt                          | (230,587)     
|                                                         | Proceeds from sale of common stock; net of costs        | 435,182       
|                                                         | Proceeds from options exercised                         | 210,842       
|                                                         | Proceeds from sale of preferred stock: net of
    costs |               
|                                                         | Net cash provided by financing activities               |               
|                                                         |                                                         |               
|Net increase (decrease) in cash and cash
    equivalents |                                                         | 5,325,005     
|                                                         |                                                         |               
|Cash-and cash equivalents - beginning of
    period      | 2,930                                                   | 426,619       
|Cash and cash equivalents - end of period                | $                                                       | 5,327,935     
|                                                         |                                                         |               
|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 six-month period ended June 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 on Form 10-KSB on March 31, 2005.

NOTE 2: MERGER

As fully disclosed in the December 31, 2004 Form 10-KSB, on December 16,
2004, MINRAD Inc consummated a Merger Agreement with Technology Acquisition
Corporation (TAC, 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 six months ended June 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 six months ended June 30,
2005, the amortization totaled $498,783. The remaining unamortized balance of
$426,405 is reflected as a reduction to the face value of the

-8-



note on the accompanying balance sheet.

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.

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. (KKP) in the six months ended June 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 six months ended June 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.

NOTE 5: EQUITY

During the six months ended June 30, 2005 the Company sold 321,714 shares of
the Company's stock at the price of $1.75 per share with net proceeds of
$435,182. 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 six months ended June 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 $9,534,869 after cash fees. As of June 30, 2005,
$581,863 of the proceeds had not been received, and $122,500 of funding fees
were included in accrued expenses. These amounts were received and paid in July,
2005. 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. 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 2,815,000 warrants exercisable at $3.85 per share, which vest
immediately and expire after three years, and an additional 563,000 warrants 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.

In connection with the sale, the conversion feature of the Series A 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 dividends.

-9-



NOTE 6: SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest during the six-month period ended June 30, 2005
amounted to $ 208,379 (compared to $480,793 in 2004). There was minimal cash
paid for income taxes during the six-month period ended June 30, 2005 and 2004.



|                                                                              |   |           |   |          
|----------------------------------------------------------------------------- | - | --------- | - | ---------
|                                                                              |   | 2005      |   | 2004     
|Note discount for value of detachable warrants
    granted with demand notes  | $ | 925,188   | $ | -        
|                                                                              |   |           |   |          
|Preferred stock subscription receivable, net of
    fundraising costs payable | $ | 459,363   | $ | -        
|                                                                              |   |           |   |          
|Cash dividend payable                                                         | $ | 27,606    | $ | -        
|                                                                              |   |           |   |          
|Non  cash dividend                                                            | $ | 6,598,549 | $ | -        
|                                                                              |   |           |   |          
|Conversion of demand notes and accrued interest
    into common stock         | $ | -         | $ | 2,365,013
|                                                                              |   |           |   |          
|Conversion of accounts payable into common
    stock                          | $ | -         | $ | 67,472   
|                                                                              |   |           |   |          
|Series B preferred stock converted to common
    stock                        | $ | -         | $ | 475,000  
|                                                                              |   |           |   |          
|                                                                              |   |           |   |          



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 a 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 the employment is terminated.

-10-



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



|                                        | Number of Shares Subject To Options |           | Weighted Average Exercise
    Price
|--------------------------------------- | ----------------------------------- | --------- | -----------------------------------
|                                        |                                     |           |                                    
|                                        |                                     |           |                                    
|Outstanding as of December 31,
    2004 | 2,360,917                           | $         | 1.50                               
|                                        | Granted to employees 1/1-6/30/05    | 458,750   | $                                  
|                                        | Forfeited in period 1/1-6/30/05     | (62,334)  | $                                  
|                                        | Exercised in period 1/1-6/30/05     | (123,124) | $                                  
|Outstanding as of June 30, 2005         | 2,634,209                           | $         | 1.92                               
|                                        |                                     |           |                                    
|Exercisable as of June 30, 2005         | 988,106                             | $         | 1.51                               



Options outstanding as of June 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 June 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 6 month period ended June 30, 2005 was $2.16 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.



|                                          |   | 6 Month       |  | 6 Month      
|----------------------------------------- | - | ------------- |  | -------------
|                                          |   | Period Ended  |  | Period Ended 
|                                          |   | June 30, 2005 |  | June 30, 2004
|                                          |   |               |  |              
|Net loss as reported                      | $ | (2,580,779)   |  | (2,408,219)  
|                                          |   |               |  |              
|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                   |   | (157,644)     |  | (10,262)     
|                                          |   |               |  |              
|Net loss- pro forma                       | $ | (2,617,373)   |  | (2,418,481)  



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

-11-



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:



|                                | June 30,
    2005 |       | June 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 Preferred stock, as
discussed in Note 5, $616,850 of the fees were paid to shareholders or
affiliates. Also 385,500 of placement agent warrants were granted to
shareholders or affiliates. In addition as discussed in Note 4, the company
granted 300,000 warrants to Kevin Kimberlin Partners, L.P. who is in control of
a stockholder in the Company, in relation to a guarantee of certain bank debt.
Interest to shareholders related to the $2,500,000 bridge notes amounted to
approximately $60,000.

NOTE 9: EARNINGS PER SHARE

If the Company had generated earnings during the 6 months ended June 30,
2005, approximately 6,900,000 common stock equivalent shares would have been added to the
weighted average shares outstanding (none for the 6 months ended June 30, 2004).
These additional shares represent the assumed conversion of Series A 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: SUBSEQUENT EVENTS

On July 15, 2005 the Company filed form SB-2 Registration Statement with the
Securities and Exchange Commission (SEC) to register up to 25,120,561 shares of
common stock for sale by selling security holders.

-12-



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 (the "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 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;                    

-13-



| | · | 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;                                    
| | · | 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.                                                                                         

-14-



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 period 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 - SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS
ENDED JUNE 30, 2004.



|                           |                              |                          | Increase/           | Percent
|-------------------------- | ---------------------------- | ------------------------ | ------------------- | -------
|                           | 2005                         | 2004                     | (Decrease)          | Change 
|                           |                              |                          |                     |        
|Revenue                    | $          4,456,000         | $    1,827,000           | $   2,629,000       | 143    
|                           |                              |                          |                     |        
|Gross Margin               | 1,974,000                    | 450,000                  | 1,524,000           | 339    
|Gross Margin %             | 44.3%                        | 24.6%                    | 19.7 pts            |        
|                           |                              |                          |                     |        
|Research and Development   | 769,000                      | 499,000                  | 270,000             | 54     
|Sales and Marketing        | 695,000                      | 360,000                  | 335,000             | 93     
|Finance and Administration | 1,376,000                    | 937,000                  | 439,000             | 47     
|                           |                              |                          |                     |        
|Operating Loss             | (866,000)                    | (1,346,000)              | (480,000)           | (36)   
|                           |                              |                          |                     |        
|Interest Expense: Cash     | (236,000)                    | (349,000)                | (113,000)           | (32)   
|                           |                              |                          |                     |        
|Interest Expense: Non-cash | (1,479,000)                  | (713,000)                | 766,000             | 107    
|                           |                              |                          |                     |        
|Net Loss                   | $       
    (2,581,000)     | $   
    (2,408,000)     | $   
    173,000    | 7   %  
|                           |                              |                          |                     |        
|EPS                        | $                
    (0.33) | $            
    (0.12) | $         
    0.21 | 175   %



Revenue

The increase in revenue of $2,629,000 came from both the North American and
International sales areas. For the period ended June 30, 2005 Latin American
sales increased by $917,000 or 139% from $662,000 to $1,579,000, largely driven
by a new distributor for Venezuela and increased sales in Brazil. North American
sales increased by $692,000 to $952,000 from $260,000. This increase of 266% was
driven by additional sales through a new distributor in the USA. The original
equipment manufactures, or OEM business, increased by $423,000 from $ 136,000 to
$579,000 due largely to the successful spot bid for enflurane ultimately shipped
to Iraq. Sales in Japan increased by 224% from $123,000 to $398,000 as our
distributor there has expanded their operation through acquisition,

Gross Margin

The gross margin improved by $1,524,000 from 24.6% to 44.3% or 19.7
percentage points primarily due to increased volume and decreased relative
costs. Standard costs were reduced year over year improving the gross margin at
standard to 60% for the period ended June 30, 2005 from 56% in the prior period.
Unfavorable manufacturing variances of $713,000 for the period ended June 30,
2005 were largely driven by volume variances in the production of inhalation
anesthetics of $460,000. This was due to under absorbed overhead of $373,000 and
under absorbed labor of $87,000.  Purchase price variances were $63,000, unfavorable.

-16-



Research & Development

The increase in research and development of $270,000 is primarily related to
a payroll increase of $164,000. This largely reflects increased personnel
related to our expanding image-guided product line, $45,000 for the extension of
options which was a non cash expense, and approximately $50,000 related to
staffing our new European subsidiary MINRAD EU which was incorporated in the 1st
quarter of 2005. 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 $335,000 can be primarily
attributed to the following: approximately $121,000 of the increase is in
personnel to support our anesthesia and analgesia contracts and establish a
communications department; $ 47,000 for increased convention and marketing
expenses primarily associated with the launch of the SabreSourceTM
system; $61,000 for increased travel and relocation expenses; a $61,000 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 $439,000 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 $195,000 included the establishment of the key new positions COO and
Controller as well as administrative support. An increase of $89,000 in legal
and professional costs were related to being a public company versus a privately
held company. Travel and relocation expense increased by $93,000 related to
further development of the business. There was a $45,000 increase for the
extension of options which was a non cash expense, also a $41,000 increase in
insurance expense, and $27,000 from increased franchise taxes. These costs were
partially offset by a reduction of $56,000 in bad debt reserves due to
collection of previously reserved accounts. Finance and administration costs
will continue to increase as we continue to meet Securities and Exchange
Commission 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 six months
ended June 30, 2005 was $236,000 compared to $349,000 in the same period a year
earlier, a 32% reduction in expense. Cash interest expense will continue to
decline in the 3rd Quarter.

-17-



Interest Expense: Non-cash

The Company booked $1,479,000 in imputed (non-cash) interest expense in the
six months ended June 30, 2005 attributed to debt discount amortization of
warrants issued in connection with debt instruments. This was an increase of
$766,000, or 107%, over the same period in 2004. Approximately $980,000 of the
imputed interest for the six months ended June 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 $499,000 was incurred in association with the $2.5
million bridge financing (see Liquidity and Capital below). Future non cash
interest will include $426,000 for the continued amortization of the bridge loan
discount, and will also include $1,600,000 attributed to the beneficial
conversion rights if the $2,500,000 bridge loan becomes convertible. For the
period ended June 30, 2004 the Company incurred debt inducement costs of
$713,000.

Dividends

For the period ended June 30, 2005 the Company paid $27,000 in cash dividends
on the Series A convertible preferred stock, and non cash dividends of $60,000.
Both will continue and increase significantly in the future.

Net Loss

The Net Loss for the six months ended June 30, 2005 was $(2,581,000) an
increase of $173,000 or 7% from the prior year of $(2,408,000). This is
primarily attributed to the increase in operating expenses and non cash
interest, while being offset by increases in revenue, volume, and gross margin.
Without non cash interest expense, the loss for the six months ended June 30,
2005, would have been $(1,102,000) compared to $(1,695,000) for the prior year,
a decrease of $593,000 or 35%.

Liquidity and Capital

As of June 30, 2005, we had current assets of approximately $10.2 million,
including cash of $5.3 million, and current liabilities of approximately $3.8
million.

Net cash used by operating activities increased by $ 2,939,000 to $4,956,000
or 146% from $2,017,000 in the six months ended June 30, 2004. The increase was
largely attributable to an increase in accounts receivable of $1,446,000 due to
revenue growth, an increase in prepaid expenses of $739,000 for advance payments
to secure raw materials, a decrease of accounts payable and accrued expenses of
$1,297,000 due to cash available from financing sources, and a decrease in
allowance for doubtful accounts of 56,000 due to collection of previously
reserved accounts. These were offset by a net increase of certain non cash
interest of $643,000, and an increase in stock based compensation on options
extended by $121,000.

Cash provided by financing activities increased by $8,697,000 from $1,709,000
to $10,406,000 in the six months ended June 30, 2005. This included the gross
proceeds from the sale of Series A preferred stock of $11,260,000 ($9,076,000
net of costs) and a bridge loan of $2,500,000 which represents an increase of
$2,098,000 over borrowings in the same period last year. This is offset by a
reduction in proceeds from the sale of common stock of $2,470,000.

-18-



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: 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 are due October 7,
2005. They are reflected net of a discount of $426,000 to a net carrying value
of $2,074,000 at June 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 $499,000 expensed in the
first six months.

In May 2005 the parties to this bridge loan signed an amendment altering
certain terms of the agreement. The Lenders now have the right to accelerate
payment or to convert all or any portion of the outstanding principle and
accrued interest into common stock at the conversion price of $1.75 in the event
the Company's outstanding bank borrowings exceed $5,000,000. The Company has the
right to pre-pay after 7 business days if bank borrowings exceed $5,000,000.

Due to the Preferred Stock sale and bridge loan financing our future capital
requirements have been significantly reduced. During the remainder of 2005, we
plan to expand 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 secure an additional $3,740,000 in equity.  The average
monthly cash burn rate over the six months ended June 30, 2005 was approximately
$1,762,000. This level of cash usage included, among other things, the use of financing received
to pay certain outstanding obligations, including long and short term debt of
approximately $1,214,000. 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.



-19-



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 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 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.

Item 3. Defaults upon Senior Securities.

None.

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

We held our annual meeting of shareholders on April 21, 2005. At the meeting,
each of our directors was re-elected. The results of the votes for our directors
were as follows:

| | William H. Burns, Jr.:  22,751,792 For;  271,187 Abstained
| | ----------------------------------------------------------
| | David DiGiacinto:  22,772,204 For; 250,875
    Abstained  
| | David Donaldson:  22,772,204 For;  250,875 Abstained      
| | Donald Farley:  22,772,204 For;  250,875 Abstained        
| | Duane Hopper:  22,772,204 For;  250,875 Abstained         
| | Robert Lifeso:  22,772,204 For;  250,875 Abstained        
| | John Rousseau:  22,772,204 For; 250,875 Abstained         

-20-



In addition, the following matters were approved by the shareholder votes
indicated.

|a. |  | Approval of the 2005 Directors' Compensation Plan: votes for:
        22,639,951; votes against: 383,128; votes withheld or abstained:
        317,788.                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. |  | Approval of the reincorporation of the company from the State of
        Nevada to the State of Delaware: votes for: 22,736,549; votes against:
        286,530; votes withheld or abstained: 317,788.                            
|c. |  | Ratification of the appointment of Freed, Maxick & Battaglia,
        CPAs, PC as the company's independent auditor for 2005: votes for:
        22,740,374; votes against: 282,705; votes withheld or abstained:
        317,788.

Item 5. Other Information.

On April 25, 2005, the re-incorporation of Minrad International, Inc. in
Delaware was completed through a merger into a wholly owned subsidiary with the
same name.

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:

| | 3.0   | 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).                                                                                                         
| | 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.                                                                                                                                   

-21-



| | 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                
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                           
| | 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                                          
| | 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).
| | 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
 Compensation plan or arrangement.

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

(1) April 19, 2005 -- relating to expansion of an existing distribution
agreement with RxElite Holdings Inc.

(2) April 27, 2005 -- relating to (a) approval of grants of stock options to
executive officers and employees, and (b) completion of the re-incorporation of
Minrad International, Inc. from Nevada to Delaware on April 25, 2005.

(3) 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.

(4) 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.

-22-







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: August 5, 2005 | MINRAD INTERNATIONAL, INC.
|-------------------- | --------------------------
|                     |                           
|                     | By:                       
|                     |                           
|                     |                           
|                     |                           

-23-