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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB/A



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



For the quarterly period ended December 31, 2004



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



For the transition period from  to



Commission file number 0-23031



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DYNAMIC HEALTH PRODUCTS, INC.

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 34-1711778                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|12399 Belcher Road South, Suite 140, Largo, Florida |  | 33773     
|(Address of principal executive offices)            |  | (Zip Code)



Issuers
telephone number (727) 683-0670



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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.  x    Yes ̈No



Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



The number of shares
outstanding of the Issuers common stock at $.01 par value as of February 11, 2005 was 13,626,820.



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EXPLANATORY NOTE:



This Form 10-QSB/A for Dynamic Health Products, Inc. is being filed to amend Item 3 which is included herein in its entirety, as amended.
The balance of the Form 10-QSB for the period ended December 31, 2004 remains unchanged.



Item 3. CONTROLS AND PROCEDURES.



Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of our management, including the Companys chief executive officer and its chief
financial officer, of the effectiveness of the design and operation of the Companys disclosure procedures. Based on managements evaluation as of the end of the period covered by this Quarterly Report, our chief executive officer and
chief financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) were sufficiently
effective to ensure that the information required to be disclosed by us in the reports that we filed under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.



Changes in internal controls. There have been no material changes in the
Companys internal controls or in other factors that materially affected or were reasonably likely to materially affect these controls subsequent to the date of the evaluation referred to above, nor were there any material deficiencies or
material weaknesses in our internal controls. Accordingly, no corrective actions were required or undertaken.



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Item 6. EXHIBITS AND REPORTS ON FORM 8-K.



(a) Exhibits.



The following exhibits are filed with this report:



|      |  |                                                                                                                                                                                       
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Stock Purchase Agreement, dated September 10, 2004, by and among Dynamic Health Products, Inc., Robert T. OLeary, Linda OLeary, and Bob OLeary Health Food Distributor Co.,
Inc.(1)
|      | 
|3.1   |  | Articles of Amendment to Articles of Incorporation of Dynamic Health Products, Inc., filed July 30, 2003.(2)                                                                          
|      | 
|3.2   |  | Certificate of Amendment to Restated Articles of Incorporation of Dynamic Health Products, Inc., filed October 25, 2004.(3)                                                           
|      | 
|10.1  |  | Securities Purchase Agreement, dated as of September 30, 2004, by and among Dynamic Health Products, Inc. and Laurus Master Fund, Ltd.(4)                                             
|      | 
|10.2  |  | Master Security Agreement, dated as of September 30, 2004, by Dynamic Health Products, Inc. and certain of its subsidiaries to Laurus Master Fund, Ltd.(4)                            
|      | 
|10.3  |  | Registration Rights Agreement, dated as of September 30, 2004, by and among Dynamic Health Products, Inc. and Laurus Master Fund, Ltd.(4)                                             
|      | 
|10.4  |  | Guaranty, dated as of September 30, 2004, by Jugal K. Taneja to Laurus Master Fund, Ltd.(4)                                                                                           
|      | 
|10.5  |  | Subsidiary Guaranty, dated as of September 30, 2004, by subsidiaries of Dynamic Health Products, Inc. to Laurus Master Fund, Ltd.(4)                                                  
|      | 
|10.6  |  | Supplemental Stock Pledge Agreement, dated as of September 30, 2004, by and among Dynamic Health Products, Inc. and certain of its subsidiaries, and Laurus Master Fund,
Ltd.(4)      
|      | 
|10.7  |  | Subsidiary Stock Pledge Agreement, dated as of September 30, 2004, by and among Dynamic Health Products, Inc. and certain of its subsidiaries, and Laurus Master Fund, Ltd.(4)        
|      | 
|10.8  |  | Secured Convertible Term Note, dated as of September 30, 2004, by Dynamic Health Products, Inc. to Laurus Master Fund, Ltd.(4)                                                        
|      | 
|10.9  |  | Common Stock Purchase Warrant, dated as of September 30, 2004, by Dynamic Health Products, Inc. to Laurus Master Fund, Ltd.(4)                                                        
|      | 
|10.10 |  | Commercial Contract dated October 25, 2004, by and among Dynamic Health Products, Inc. and GeoPharma, Inc. (5)                                                                        
|      | 
|31.1  |  | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.                       



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|     |  |                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              

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|(1) | Incorporated by reference to the Companys Current Report on Form 8-K, dated September 10, 2004, file number 0-23031, filed in Washington, D.C. on September 10, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2003, file number 0-23031, filed in Washington, D.C. on November 5,
2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Current Report on Form 8-K, dated October 25, 2004, file number 0-23031, filed in Washington, D.C. on October 26, 2004.
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|(4) | Incorporated by reference to the Companys Current Report on Form 8-K, dated September 30, 2004, file number 0-23031, filed in Washington, D.C. on October 6, 2004.
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|(5) | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004 file number 0-23031, filed in Washington, D.C. on November 15,
2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K.



During the three month period ending December 31, 2004, the Company filed
five reports on Form 8-K.



Form 8-K/A dated July 26, 2004, with
respect to the Companys dividend distribution of shares of Vertical Health Solutions, Inc.



Form 8-K dated September 30, 2004, with respect to the Companys completion of the sale to Laurus Master Fund, Ltd. of a material secured convertible
note and warrants to purchase shares of the Companys common stock.



Form 8-K dated October 1, 2004, with respect to the Companys completion of the acquisition of Bob OLeary Health Food Distributor Co., Inc.



Form 8-K/A dated October 1, 2004, with respect to the Companys completion of the acquisition of Bob OLeary
Health Food Distributor Co., Inc.



Form 8-K dated October 25,
2004, with respect to the Companys Amendment to its Restated Articles of Incorporation.



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SIGNATURES



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



|                         |  |                               |  |                                        
|------------------------ |  | ----------------------------- |  | ---------------------------------------
|                         |  | Dynamic Health Products, Inc.
|                         |  |                              
|Date: September 14, 2005 |  | By:                           |  | /s/ Mandeep K. Taneja                  
|                         |  |                               |  | Mandeep K. Taneja, Chief Executive     
|                         |  |                               |  | Officer and President                  
|                         |  |                              
|Date: September 14, 2005 |  | By:                           |  | /s/ Cani I. Shuman                     
|                         |  |                               |  | Cani I. Shuman, Chief Financial Officer



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