**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB/A**

**(AmendmentNo. 1)**

 

**(Mark One)**

 

| **ý**                                                                                                                                                                                                         | **ANNUAL  REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                               | **For the fiscal year ended February 29,  2004**                                               |
|                                                                                                                                                                                                               |                                                                                                |   |
| **o**                                                                                                                                                                                                              | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
| **For the transition period from                  to                ** |

 

**Commission file number 000-23425**

 

**BURZYNSKIRESEARCH INSTITUTE, INC.**

(Name of small business issuer in itscharter)

 

| **Delaware**                                                         | **76-0136810**                        |
|----------------------------------------------------------------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization)     | (I.R.S. Employer  Identification No.) |
|                                                                 |                                  |
| **9432 Old Katy Road, Suite 200  Houston, Texas**                    | **77055**                             |
| (Address of principal  executive offices)                            | (Zip Code)                            |
|                                                                 |                                  |
| Issuer’s telephone number:  **(713) 335-5697**                  |
|                                                                 |                                  |
| Securities registered  under Section 12(b) of the Exchange Act: |
| **None**                                                             |
|                                                                 |                                  |
| Securities registered  under Section 12(g) of the Exchange Act: |
| **Common Stock, $.001 par value**                                    |

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes  ý    No  o

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained herein, and no disclosure will be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendmentto this Form 10-KSB.  ý

 

Stateissuer’s revenues for its most recent fiscal year:  $500.

 

Asof May 4, 2004, 131,388,444 shares of the Registrant’s Common Stock wereoutstanding, and the aggregate market value of the Common Stock held bynon-affiliates was approximately $2,924,910 based on the last reported salesprice on May 24, 2004.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Documents incorporated byreference:   None.

 

Transitional Small BusinessDisclosure Format (Check One):  Yes  o;  No.  ý

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1 isbeing filed to include the signature of Fitts, Roberts & Co., P.C. to theIndependent Auditor’s Report.  Thesignature to the Independent Auditor’s Report was inadvertently omitted fromthe Annual Report on Form 10-KSB as filed on June 1, 2004.  No other changes have been made to the Form10-KSB and this Form 10-KSB/A does not otherwise modify or update thedisclosure contained in the Form 10-KSB.

 

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### **SIGNATURES**

### ** **

In accordance with Section 13or 15(d) of the Securities Exchange Act of 1934, the registrant caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|   | Burzynski Research Institute,  Inc.                                                                                          |
|--------|------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                         |
|   |                                                                                                                         |
|   | By:                                                                                                                          |   | /s/ Stanislaw R. Burzynski |
|   | Stanislaw R. Burzynski,  President,  Secretary, Treasurer (Chief Financial  Officer) and Chairman of the  Board of Directors |

Date:  December 7,2004

 

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Pursuant to the requirements ofthe Securities Act of 1934, this report has been signed below by the followingpersons in the capacities and on the dates indicated.

 

 
| /s/ Stanislaw R. Burzynski                                                                                                 |                        |   |
|----------------------------------------------------------------------------------------------------------------------------|-----------------------------|--------|
| Stanislaw R. Burzynski  President, Secretary, Treasurer (Chief Financial Officer), and  Chairman of the Board of Directors | Date: December 7, 2004 |
|                                                                                                                       |                        |
|                                                                                                                       |                        |
| *                                                                                                                          |                        |   |
| Barbara Burzynski  Director                                                                                                | Date: December 7, 2004 |
|                                                                                                                       |                        |
|                                                                                                                       |                        |
| *                                                                                                                          |                        |   |
| Michael H. Driscoll  Director                                                                                              | Date: December 7, 2004 |
|                                                                                                                       |                        |
|                                                                                                                       |                        |
| *                                                                                                                          |                        |   |
| Carlton Hazlewood  Director                                                                                                | Date: December 7, 2004 |
|                                                                                                                       |                        |

 
|   | *By:                                     | /s/ Stanislaw R. Burzynski |   |   |
|--------|------------------------------------------|----------------------------|--------|--------|
|   | Stanislaw R. Burzynski  Attorney-in-fact |                       |

 

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INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directorsand Stockholdersof Burzynski Research Institute, Inc.

 

We have audited the accompanying balance sheets of Burzynski ResearchInstitute, Inc. as of February 29, 2004 and February 28, 2003, andthe related statements of operations, stockholders’ equity, and cash flows forthe years then ended.  These financialstatements are the responsibility of the Company’s management.  Our responsibility is to express an opinionon these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements.  An auditincludes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of Burzynski ResearchInstitute, Inc. as of February 29, 2004 and February 28, 2003 and theresults of their operations and their cash flows for the years then ended, inconformity with accounting principles generally accepted in the United Statesof America.

 
| /s/ Fitts, Roberts & Co., P.C. |   |
|------------------------------------|--------|
|                               |
|                               |
| May 24, 2004  Houston, Texas       |

 

 

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