UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A
  (Amendment No. 1)

(Mark One)

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

For the quarterly period endedJune 30, 2005

[   ]         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:000-51294METAMORPHIX, INC.(Exact name of registrant as specified in its charter)

|Delaware                                                      |  | 52-1923417         
|------------------------------------------------------------- |  | -------------------
|(State or other jurisdiction of                               |  | (IRS Employer      
|incorporation or organization)                                |  | Identification No.)
|                                                             
|                                                             
|8000
    Virginia Manor Road, Suite 140, Beltsville, Maryland |  | 20705              
|(Address of principal executive offices)                      |  | (Zip Code)         
|                                                             
|Registrant's telephone number, including area code:           |  | 301-617-9080       

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 oNox

Check whether the registrant is a shell company (as
defined in Exchange Act Rule 12b-2).  Yes oNox:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

|Class                         |  | Outstanding as of October 31, 2006
|----------------------------- |  | ----------------------------------
|Common Stock, $.001 par value |  | 21,035,141 Shares                 

Transitional Small Business Disclosure Format (Check
one):  Yes oNox

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|                                                                    |                                                                                 |    | Page No.
|------------------------------------------------------------------- | ------------------------------------------------------------------------------- | -- | --------
|PART I. FINANCIAL INFORMATION                                       |                                                                                 |   
|                                                                    |                                                                                 |   
|ITEM 1.
Consolidated Condensed Financial Statements (Unaudited)     |                                                                                 |   
|                                                                    |                                                                                 |   
|                                                                    | Consolidated Condensed Balance Sheets as of June 30, 2005 and December 31, 2004 |    | 5       
|                                                                    |                                                                                 |    |         
|                                                                    | Consolidated Condensed Statements of Operations for the Three and Six Months    |    |         
|                                                                    | Ended June 30, 2005 and 2004                                                    |    | 6       
|                                                                    |                                                                                 |    |         
|                                                                    | Consolidated Condensed Statements of Cash Flows for the Six Months Ended        |    |         
|                                                                    | June 30, 2005 and 2004                                                          |    | 7       
|                                                                    |                                                                                 |    |         
|                                                                    | Notes to Consolidated Condensed Financial Statements                            |    | 8       
|                                                                    |                                                                                 |    |         
|ITEM 2.
Management's Discussion and Analysis or Plan of Operation   |                                                                                 | 14
|                                                                    |                                                                                 |   
|ITEM 3.
Controls and Procedures                                     |                                                                                 | 17
|                                                                    |                                                                                 |   
|PART II. OTHER INFORMATION                                          |                                                                                 |   
|                                                                    |                                                                                 |   
|ITEM 1.
Legal Proceedings                                           |                                                                                 | 18
|                                                                    |                                                                                 |   
|ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds |                                                                                 | 18
|                                                                    |                                                                                 |   
|ITEM 3.
Defaults Upon Senior Securities                             |                                                                                 | 18
|                                                                    |                                                                                 |   
|ITEM 4.
Submission of Matters to a Vote of Security Holders         |                                                                                 | 18
|                                                                    |                                                                                 |   
|                                                                   
|ITEM 6.
Exhibits                                                    |                                                                                 | 18
|                                                                    |                                                                                 |   
|SIGNATURES                                                          |                                                                                 | 19

2

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EXPLANATORY NOTE

We
are filing this Form 10-QSB/A (Amendment No. 1) for the quarterly period ended
June 30, 2005 in response to the SECs comments on the filing of our Amendment
No. 1 to Form 10-SB which are applicable to this filing.  The changes made are
reflected in Part I, Note 8 to the Notes to Consolidated Financial Statements
under Director and Officer Indemnification; Part II, Item 1 under Legal Proceedings;
and Part II, Item 3 under Defaults Upon Senior  Securities.

INTRODUCTION

We are a life science company. We use our two fundamental proprietary technologiesanimal genomics and growth and differentiation factors, or GDFs, to discover, develop and commercialize products that we believe will
increase livestock quality and production efficiency, improve companion animal health and potentially treat human muscle degenerative diseases and metabolic disorders.

Genomics refers to the sequencing and analysis of the genetic makeup of an organism. Our proprietary animal genomics technologies are intended to provide trait identification and predictive diagnostic tools for producers
and breeders of beef and dairy cattle, swine, and poultry.  We believe that these tools will enable livestock producers and breeders and feedlot operators to improve substantially their production efficiency and help them meet consumer demand for
high quality meat products. We believe that animal genomics also has potential for diagnostic use in companion animals, including dogs, cats and horses, to detect disease predisposition, and behavioral and performance traits.  Commercialization of
these diagnostic products for livestock production and animal health does not require FDA approval. Our near-term products are tools that do not involve any animal pharmaceutical drugs or genetic altering of the animal.

We have established several relationships through which we expect to commercialize our animal genomics technology. We have exclusive development and marketing agreements with Cargill Incorporated, or Cargill, the
worlds second largest beef processor and feedlot operator, and the Monsanto Company, or Monsanto, the worlds second largest swine breeder.  We describe these agreements in more detail under Licenses, Acquisitions, and Collaborative
Agreements. We also have agreements to provide DNA testing services for the American Kennel Club, the worlds largest canine registry, United Kennel Club, American Angus Association, the worlds largest beef cattle registry, Red
Angus Association, American Limousin Association, and American Bucking Bull Association.

GDFs are proteins that bind to receptors
on the cell surface, with the primary result of activating cellular proliferation
and/or differentiation. Our GDF development activities are focused on  GDF-8,
also known as Myostatin, a naturally occurring protein that acts to limit skeletal
muscle development. Myostatin is one of eight GDFs to which we have exclusive
rights for use in animals. We believe the inhibition of Myostatin has use in
the  livestock industry to facilitate the production of beef cattle, swine and
poultry with more meat and less waste. We also believe that Myostatin can potentially
be used in humans to treat muscle degenerative diseases, including muscular dystrophy,
 muscle wasting (Cachexia), age-related muscle loss (Sarcopenia), Lou Gehrigs
 disease (ALS), and metabolic disorders, such as Type II Diabetes and obesity.

We
have entered into relationships to commercialize both agricultural and human
therapeutic applications of our GDF technology. We have entered into collaborative
agreements with the top two chicken producer-processors in the United States,
and have formed a joint venture with Willmar Poultry Company, Inc., or Willmar,
the worlds largest supplier
of day old poults, for the development of Myostatin applications in turkeys.
We have  granted an exclusive license to Wyeth for the GDF technology including
Myostatin, under which Wyeth has completed Phase II clinical trials to evaluate
a Myostatin-based product as a therapeutic for forms of muscular dystrophy.

3

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We were incorporated as a Delaware corporation in September 1994. Between incorporation and 1997, our activities consisted of research performed by Dr. Se-Jin Lee at his laboratory at The Johns Hopkins University School of
Medicine to focus on the discovery, characterization, development and commercialization of GDFs. Dr. Lees research was funded by Genetics Institute, Inc., or GI, a wholly-owned subsidiary of American Home Products Corporation (now Wyeth).
After Dr. Lee published a paper on Myostatin in 1997, we began to explore business opportunities to use the Myostatin technology for human and agricultural applications.  In 1999, we licensed to Wyeth human therapeutic applications of our GDF
technology in exchange for which we acquired Wyeths equity interest in us and the right to receive, milestone and royalty payments. Between 2000 and 2002, we granted options to license our Myostatin technology to the top two U.S. chicken
producers and entered into a joint venture with a leading supplier of turkeys to commercialize Myostatin in the North American chicken and turkey markets.

Our business activities in the area of animal genomics commenced in February 2002, when we acquired some of the animal-related assets of the Celera Genomics Group of Applera Corporation, or Celera, and licensed
Celeras chicken, swine and cattle genome databases for agricultural use within specified fields. In May 2002, we entered into our joint development and marketing agreement with Cargill Incorporated and in June 2004, we entered into our Swine
Improvement Agreement with Monsanto.

Our principal executive office is located at 8000 Virginia Manor Road, Suite 140, Beltsville, Maryland 20705, and our telephone number at that address is (301) 617-9080. We have a corporate internet website athttp://www.metamorphixinc.com. The reference to this website address does not constitute incorporation by reference of the information contained therein.

FORWARD LOOKING STATEMENTS

Statements
in this Form 10-QSB/A (Amendment No. 1) that are not descriptions of historical
facts are forward-looking statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.  Reference is made in particular to
the description of our plans and objectives for future operations, assumptions
underlying such plans and objectives, and other forward looking terminology such
as
may, expects, believes, anticipates, intends, estimates, projects, or
similar terms, variations of such terms or the negative of such terms. Forward-looking
 statements are based on managements current expectations. Actual results
 could differ materially from those currently anticipated due to a number of
 factors, including those set forth under Description of Business.
 The safe harbors  for forward looking statements provided by Section 21E of
 the Exchange Act do not apply to statements made in this Form 10-QSB/A (Amendment
 No. 1). Except as required by applicable law, we do not plan to publicly update
 or revise any forward-looking statements, whether as a result of new information,
 future events or otherwise. Although we believe that the expectations reflected
 in the forward-looking statements are reasonable, we cannot guarantee future
 results, levels of activity, performance or achievements.

4

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PART I. FINANCIAL INFORMATION

ITEM 1.           Consolidated Condensed Financial Statements (Unaudited)

|METAMORPHIX, INC. AND SUBSIDIARIES                                 
|-------------------------------------------------------------------
|CONSOLIDATED CONDENSED BALANCE SHEETS                              
|(Unaudited)                                                        
|                                                                   
|                                                                   
|                                                                   
|ASSETS                                                             
|CURRENT ASSETS:                                                    
|Cash and cash equivalents                                          
|Accounts receivable                                                
|Prepaid expenses and other current assets                          
|Total current assets                                               
|                                                                   
|PROPERTY AND EQUIPMENTNet                                         
|GOODWILL                                                           
|INTELLECTUAL PROPERTY RIGHTS                                       
|LEASE SECURITY DEPOSITS                                            
|DEFERRED DEBT ISSUE COSTS                                          
|                                                                   
|TOTAL ASSETS                                                       
|                                                                   
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                     
|CURRENT LIABILITIES:                                               
|Accounts payable and accrued expenses                              
|Accrued compensation                                               
|Accrued dividends                                                  
|Short-term notes payable                                           
|Notes payable to officers and directors                            
|Deferred revenue                                                   
|Celera purchase obligation                                         
|Accrued interest                                                   
|Total current liabilities                                          
|                                                                   
|LONG-TERM NOTES PAYABLE, net of discount of $6,100,209,            
|$7,000,745 at June 30, 2005 and December 31, 2004, respectively    
|CELERA PURCHASE OBLIGATION                                         
|ACCRUED INTEREST                                                   
|OTHER LONG-TERM LIABILITIES                                        
|Total liabilities                                                  
|                                                                   
|COMMITMENTS AND CONTINGENCIES (Note 8)                             
|                                                                   
|STOCKHOLDERS EQUITY (DEFICIT):                                    
|Convertible Preferred stock, $0.001 par value22,000,000 shares    
|authorized as of June 30, 2005 and December 31, 2004, 7,326,715 and
|7,238,315 shares issued and outstanding as of June 30, 2005 and    
|December 31, 2004, respectively                                    
|Common stock, $0.001 par value75,000,000 shares authorized as of  
|June 30, 2005 and December 31, 2004, 20,365,541 and 9,488,878      
|shares issued and outstanding as of June 30, 2005 and December 31, 
|2004, respectively                                                 
|Additional paid-in capital                                         
|Accumulated other comprehensive loss                               
|Accumulated deficit                                                
|Total stockholders equity (deficit)                               
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)               

See notes to consolidated condensed financial statements.

5

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METAMORPHIX, INC. AND SUBSIDIARIES 
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

|                                                          |  | Three Months Ended |            |   | Six Months Ended |  
|--------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | -
|                                                         
|                                                          |  | June 30, 2005      |            |   | June 30, 2004    |  
|                                                         
|REVENUE                                                   |  | $                  | 621,951    |   |                  | $
|OPERATING COSTS AND                                       |  |                    |            |   |                  |  
|EXPENSES:                                                 |  |                    |            |   |                  |  
|Cost of revenue                                           |  |                    | 477,506    |   |                  |  
|Research and development                                  |  |                    | 1,214,410  |   |                  |  
|General and administrative                                |  |                    | 3,181,767  |   |                  |  
|Depreciation and amortization                             |  |                    | 76,161     |   |                  |  
|Total operating costs and expenses                        |  |                    | 4,949,844  |   |                  |  
|OTHER INCOME (EXPENSE):                                   |  |                    |            |   |                  |  
|Interest expense and accretion of debt                    |  |                    |            |   |                  |  
|discount                                                  |  |                    | (1,227,174 | ) |                  |  
|Debt issue costs                                          |  |                    | (434,014   | ) |                  |  
|Debt conversion expense                                   |  |                    | (28,475    | ) |                  |  
|Other income                                              |  |                    | (1,124     | ) |                  |  
|NET LOSS                                                  |  |                    | (6,018,680 | ) |                  |  
|Preferred stock dividends and                             |  |                    |            |   |                  |  
|accretion of beneficial conversion                        |  |                    |            |   |                  |  
|features                                                  |  |                    | (347,336   | ) |                  |  
|NET LOSS ATTRIBUTABLE TO                                  |  |                    |            |   |                  |  
|COMMON STOCKHOLDERS                                       |  | $                  | (6,366,016 | ) |                  | $
|Net loss per common share:                                |  |                    |            |   |                  |  
|Basic and diluted                                         |  | $                  | (0.37      | ) |                  | $
|Weighted average number of shares                         |  |                    |            |   |                  |  
|outstanding:                                              |  |                    |            |   |                  |  
|Basic and diluted                                         |  |                    | 17,310,003 |   |                  |  
|                                                         
|See notes to consolidated condensed financial statements.

6

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METAMORPHIX, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                                  |  | Six Months Ended |            
|----------------------------------------------------------------- |  | ---------------- | -----------
|                                                                 
|                                                                 
|                                                                  |  | June 30, 2005    |            
|                                                                 
|CASH FLOWS FROM OPERATING ACTIVITIES:                             |  |                  |            
|Net loss                                                          |  | $                | (14,614,745
|Adjustments to reconcile net loss to net cash flows               |  |                  |            
|used in operating activities:                                     |  |                  |            
|Depreciation and amortization                                     |  |                  | 2,361,001  
|Accretion of debt discount                                        |  |                  | 900,536    
|Amortization of deferred debt issue costs                         |  |                  | 830,504    
|Share-based payment expense                                       |  |                  | 2,180,211  
|Induced conversion expense                                        |  |                  | 93,696     
|(Gain) loss on disposal of fixed assets                           |  |                  |           
|Changes in assets and liabilities:                                |  |                  |            
|Accounts receivable                                               |  |                  | 2,764      
|Prepaid expenses and other current assets                         |  |                  | 8,911      
|Lease security deposits                                           |  |                  | 4,240      
|Accounts payable and accrued expenses                             |  |                  | 2,805,372  
|Accrued compensation                                              |  |                  | 1,004,232  
|Deferred purchase obligation                                      |  |                  | 126,734    
|Deferred revenue                                                  |  |                  | (105,002   
|Accrued interest                                                  |  |                  | 1,266,573  
|Other, net                                                        |  |                  | 26,148     
|Net cash flows used in operating activities                       |  |                  | (3,108,825 
|CASH FLOWS FROM INVESTING ACTIVITIES:                             |  |                  |            
|Purchases of property and equipment                               |  |                  | (1,513     
|Net cash flows used in investing activities                       |  |                  | (1,513     
|CASH FLOWS FROM FINANCING ACTIVITIES:                             |  |                  |            
|Proceeds from debt issuances                                      |  |                  | 2,228,000  
|Payments of debt issue costs                                      |  |                  |            
|Principal payments on notes                                       |  |                  | (105,080   
|Proceeds from stock issuances                                     |  |                  | 546,457    
|Net cash flows provided by financing activities                   |  |                  | 2,669,377  
|Effects of exchange rate differences on cash and cash equivalents |  |                  | 9,103      
|NET (DECREASE) INCREASE IN CASH AND CASH                          |  |                  | (431,858   
|EQUIVALENTS                                                       |  |                  |            
|CASH AND CASH EQUIVALENTSBeginning of period                     |  |                  | 507,973    
|CASH AND CASH EQUIVALENTSEnd of period                           |  | $                | 76,115     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW                             |  |                  |            
|INFORMATION:                                                      |  |                  |            
|Cash paid during the period for interest                          |  | $                | 59,845     
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                      |  |                  |            
|Debt converted into equity                                        |  |                  | 153,889    
|Conversion of notes and accrued interest into new notes           |  |                  | 1,206,963  
|                                                                 
|                                                                 
|See notes to consolidated condensed financial statements.        

7

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METAMORPHIX, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.           NATURE OF THE BUSINESS

MetaMorphix, Inc. (the Company)
      is a biopharmaceutical company focused on discovering, acquiring, developing,
      and commercializing products and technologies to improve animal health,
      livestock production, and human health. The Company was incorporated on
      September 1, 1994. The Company has two key technology
      platforms: a) livestock genomics and b) growth differentiation factors.
      These technologies are commercially employed to both increase livestock
      meat quality and production efficiency and to potentially treat muscle-wasting
      diseases in humans, such as Muscular Dystrophy and Sarcopenia. These consolidated condensed
      financial statements include the accounts of MetaMorphix, Inc. and its
      wholly-owned subsidiaries: MMI Genomics, Inc., MMI Canada Inc., MetaMorphix
      International, Inc., and MetaMorphix Holdings, Inc. All intercompany transactions
      and balances have been eliminated in consolidation. Going Concern  Managements
          Plans In the course of its operations,
      the Company has sustained operating losses and negative cash flows from
      operations and expects such losses to continue in the foreseeable future.
      As of June 30, 2005 the Company had a working capital deficiency of $23,757,605
      and an accumulated deficit of $167,129,304. The Company intends and
      is currently working to finance its operations primarily through future
      debt and equity financings and future revenues. On June 28, 2004, the Companys
      Board of Directors granted approval to Company management to pursue applicable
      steps to undertake the initial public offering, or IPO, process. This process
      is currently proceeding, although no completion date can be estimated at
      this time. If we are unable to generate positive operating cash flow prior
      to an IPO, we anticipate that the proceeds from the IPO will be sufficient
      to become cash flow positive from operations. However, we may be unable
      to successfully complete the IPO process. In addition, on June 8, 2005,
      the Companys Board of Directors granted approval to Company management
      to pursue additional financings through the issuance of a new private placement
      of promissory notes. Management is currently working with an investment
      banker to secure a note offering with terms acceptable to the Company.
      To date, no final offering has been completed. While we anticipate that
      the proceeds from additional financings will be sufficient to fund our
      operations until we can generate positive cash flow from operations, they
      may be insufficient. Although the Company recognizes
      the need to raise funds in the near future, there can be no assurance that
      it will be successful in consummating any such transaction, or, if it did
      consummate such a transaction, that the terms and conditions of such financing
      will be favorable to the Company. The Company believes that its current
      assets will not be sufficient to fund operations in 2005. This uncertainty
      raises substantial doubt about the Companys ability to continue as
      a going concern. The accompanying consolidated condensed financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.


8

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2.           SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial
          StatementsThe interim
          financial statements of the Company for the three and six months ended
          June 30, 2005 and June 30, 2004 included herein have been prepared
          by the Company, without audit, pursuant to the rules and regulations
          of the Securities and Exchange Commission. Certain information and
          footnote disclosures normally included in the financial statements
          prepared in accordance with accounting principles generally accepted
          in the United States have been condensed or omitted pursuant to such
          rules and regulations relating to interim financial statements. In
          the opinion of management, the accompanying unaudited interim financial
          statements reflect all adjustments, consisting only of normal recurring
          adjustments, necessary to present fairly the financial position of
          the Company as of June 30, 2005 and the results of its operations and
          its cash flows for the three and six months ended June 30, 2005 and
          June 30, 2004. The interim results of operations for the three and
          six months ended June 30, 2005 and June 30, 2004, respectively, are
          not necessarily indicative of the results that may be achieved for
          the full year. Recent Accounting PronouncementsIn
      September 2006, the Financial Accounting Standard Board issued a Statement
      of Financial Accounting Standards (SFAS) No. 157,Fair
      Value Measurement. The Statement defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair
      value measurements. This Statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim
      periods within those fiscal years. The Company is currently evaluating
      the impact of adopting SFAS No. 157 on its financial statements. In June 2006, the Financial Accounting
      Standards Board, or FASB, issued FASB Interpretation, or FIN, No. 48,Accounting
      for Uncertainty in Income Taxes, which
      is effective for fiscal years beginning after December 15, 2006. FIN No.
      48 clarifies the accounting for uncertainty in income taxes recognized
      in the financial statements in accordance with SFAS Statement No. 109,
      Accounting for Income Taxes. This Interpretation prescribes a comprehensive
      model for how a company should recognize, measure, present, and disclose
      in its financial statements uncertain tax positions that the company has
      taken or expects to take on a tax return. The Company is currently evaluating
      the impact of adopting FIN No. 48 on its results of operations, financial
      position and cash flows. In February 2006, the FASB issued
      SFAS No. 155,Accounting for Certain
      Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
      140. SFAS No. 155 clarifies certain
      issues relating to embedded derivatives and beneficial interests in securitized
      financial assets. The provisions of SFAS No. 155 are effective for all
      financial instruments acquired or issued after fiscal year beginning after
      September 15, 2006. The Company is currently assessing the impact that
      the adoption of SFAS No. 155 will have on its operations, financial position
      and cash flows. In May 2005, the Financial Accounting
      Standards Board (FASB) issued SFAS No. 154,Accounting
      Changes and Error Corrections  a replacement of APB Opinion No. 20
      and FASB Statement No. 3 (SFAS No. 154), which replaces
      APB Opinion No. 20,Accounting Changes,
      and SFAS No. 3,Reporting Accounting
      Changes in Interim Financial Statements,
      and changes the requirements for the accounting for and reporting of a
      change in accounting principle. SFAS No. 154 applies to all voluntary changes
      in accounting principles, and also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not include
      specific transition provisions. SFAS No. 154 will be effective for accounting
      changes and corrections of errors made by the Company in fiscal years beginning
      after December 15, 2005. SFAS No. 154 does not change the transition provisions
      of any existing accounting pronouncements, including those that are in
      a transition phase as of the effective date of SFAS No. 154. The Company
      does not believe the adoption of SFAS No. 154 will have a material impact
      on its financial statements. In March 2005, the FASB issued
      FASB Interpretation No. 47,Accounting
      for Conditional Asset Retirement Obligations  an interpretation of
      FASB Statement No. 143(FIN 47), which
      requires companies to recognize a liability for the fair value of a legal
      obligation to perform asset retirement activities that are conditional
      on a future event if the amount can be reasonably estimated. The Company


9

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adopted the provisions of FIN
      47 on December 31, 2005. No conditional asset retirement obligations were
      recognized and, accordingly, the adoption of FIN 47 had no effect on its
      financial statements. In December 2004, the FASB issued
      SFAS No. 153,Exchanges of Non-monetary
      Assets, an amendment of APB Opinion
      No. 29,Accounting for Non-monetary
      Transactions.SFAS No. 153 requires
      that exchanges of non-monetary assets are to be measured based on fair
      value, eliminates the exception for exchanges of non-monetary, similar
      productive assets, and adds an exemption for non-monetary exchanges that
      do not have commercial substance. SFAS No. 153 will be effective for fiscal
      periods beginning after June 15, 2005. The adoption of this standard did
      not have a material impact on the Companys financial statements.


3.           SHARE-BASED PAYMENT EXPENSE

The consolidated condensed statements
      of operations include the following share-based payment expense as calculated
      pursuant to the provisions of SFAS No. 123(R) for the three and six months
      ended June 30, 2005 and 2004:


|                 |  | Three months ended |         | Six months ended
|---------------- |  | ------------------ | ------- | ----------------
|                 |  | June 30,           |         | June 30,        
|                 |  | 2005               |         | 2004            
|Research and     |  |                    |         |                 
|development      |  | $                  | 129,258 |                 
|                 |  |                    |         |                 
|General and      |  |                    |         |                 
|administrative   |  |                    | 737,599 |                 
|                 |  |                    |         |                 
|Interest expense |  |                    |         |                 
|and accretion of |  |                    |         |                 
|debt discount    |  |                    | 55,588  |                 
|                 |  |                    |         |                 
|Debt issue costs |  |                    | 18,115  |                 
|Total            |  | $                  | 940,560 |                 

Included in debt conversion expense
      in three and six months ended June 30, 2005 were warrants given as an inducement
      to convert from debt to preferred stock with a calculated value of $2,557
      and $6,147, respectively. Included in debt conversion expense in three
      and six months ended June 30, 2004 were warrants given as an inducement
      to convert from debt to preferred stock with a calculated value of $148,808
      and $817,703, respectively. Share-based payments in the expense
      categories above include expense associated with stock options granted
      to employees and directors as compensation and to outsiders for services
      performed. In addition, share-based payment expense includes the expense
      recorded from the calculated value of warrants granted in connection with
      debt securities being issued and the expense recorded from the calculated
      value of penalty warrants granted, which is included in interest expense
      and accretion of debt discount. Penalty warrants are contractually granted
      when the Company fails to meet certain specified criteria, such as failure
      to repay the obligation when due, or failure to consummate an IPO within
      one year of the debt being issued.


10

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4.           PREPAID EXPENSES AND OTHER CURRENT ASSETS

|                   |  |  
|------------------ |  | -
|                   |  |  
|                   |  |  
|                  
|                  
|Prepaid expenses   |  |  
|Supplies inventory |  |  
|                  
|Total              |  | $

5.           PROPERTY AND EQUIPMENTNET

Property and equipment consists
    of the following:

|                               |  |   | June 30,   |   |  |   | December 31, |  
|------------------------------ |  | - | ---------- | - |  | - | ------------ | -
|                               |  |   | 2005       |   |  |   | 2004         |  
|                              
|Office equipment               |  | $ | 1,270,348  |   |  | $ | 1,207,404    |  
|Production equipment           |  |   | 1,220,989  |   |  |   | 1,221,825    |  
|Office equipment under capital |  |   |            |   |  |   |              |  
|lease                          |  |   | 213,224    |   |  |   | 213,224      |  
|Laboratory equipment           |  |   | 330,553    |   |  |   | 337,089      |  
|Leasehold improvements         |  |   | 180,662    |   |  |   | 158,464      |  
|                              
|                               |  |   | 3,215,776  |   |  |   | 3,138,006    |  
|Less: Accumulated depreciation |  |   | (1,287,546 | ) |  |   | (1,056,337   | )
|                              
|Total                          |  | $ | 1,928,230  |   |  | $ | 2,081,669    |  

The Company recorded depreciation expense of $115,305
      and $86,967 for the three months ended June 30, 2005 and 2004, respectively,
      and $234,768 and $174,734 for the six months ended June 30, 2005
      and 2004, respectively. Accumulated depreciation for equipment under capital
      leases was $35,247 and $23,114 as of June 30, 2005 and December
      31, 2004, respectively.


6.           INTELLECTUAL PROPERTY RIGHTS

Acquired intangible assets subject to amortization as of June 30, 2005 and December 31, 2004 are as follows:

|                      |  |   | June 30,    |   |  |   | December 31, |  
|--------------------- |  | - | ----------- | - |  | - | ------------ | -
|                      |  |   | 2005        |   |  |   | 2004         |  
|                     
|Intellectual property |  |   |             |   |  |   |              |  
|rights                |  | $ | 38,268,051  |   |  | $ | 38,268,051   |  
|Less: Accumulated     |  |   |             |   |  |   |              |  
|amortization          |  |   | (38,268,051 | ) |  |   | (36,142,048  | )
|                     
|Total                 |  | $ | -           |   |  | $ | 2,126,003    |  

Amortization expense related to
      intangible assets was $0 and $3,189,004 for the three months ended
      June 30, 2005 and 2004, respectively, and $2,126,003 and $6,378,008
      for the six months ended June 30, 2005 and 2004, respectively.


11

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7.           LONG-TERM DEFERRED DEBT ISSUE COSTS

The long-term deferred debt issue
      cost activity during the six months ended June 30, 2005 is as follows: Balance at January 1,
          2005
      
      $
      6,480,080Calculated value of warrants
          granted
      
      
      -Other debt issue costs
      
      
      -Amortization to debt issue
          costs
      
      
      (830,504
      )Balance at June 30, 2005
      
      $
      5,649,576


8.           COMMITMENTS AND CONTINGENCIES

Leases and Royalty AgreementsThe
      Company has office facilities and equipment under capital and operating
      leases. In addition, the Company has certain agreements that provide for
      minimum future royalty payments and sublease income. Future minimum payments
      for capital leases, noncancelable operating leases, and royalty agreements
      with terms in excess of one year, as well as expected minimum payments
      to be received from subleases with terms in excess of one year at June
      30, 2005, are as follows: Capital
      
      
      
      Operating
      
      
      
      Sublease
      
      
      
      RoyaltyLeases
      
      
      
      Leases
      
      
      
      Income
      
      
      
      AgreementsJuly 1, 2005 through December31, 2005
      
      $
      21,195
      
      
      $
      469,594
      
      
      $
      (136,553
      )
      
      $
      61,0652006
      
      
      42,390
      
      
      
      964,261
      
      
      
      (278,550
      )
      
      
      162,8402007
      
      
      42,390
      
      
      
      579,228
      
      
      
      
      
      
      
      162,8402008
      
      
      42,390
      
      
      
      437,825
      
      
      
      
      
      
      
      162,8402009
      
      
      29,155
      
      
      
      488,913
      
      
      
      
      
      
      
      162,8402010
      
      
      17,480
      
      
      
      504,104
      
      
      
      
      
      
      
      162,840Thereafter
      
      
      24,764
      
      
      
      696,001
      
      
      
      
      
      
      
      Total payments/(receipts)
      
      
      219,764
      
      
      
      4,139,926
      
      
      
      (415,103
      )
      
      
      875,265Less: Amounts representing
          interest
      
      
      (40,958
      )
      
      
      
      
      
      
      
      
      
      
      Net payments/(receipts)
      
      $
      178,806
      
      
      $
      4,139,926
      
      
      $
      (415,103
      )
      
      $
      875,265  The commitments for capital leases
      and operating leases set forth in the above table have not been reduced
      for anticipated sublease income. Rent expense under operating
      leases was $281,398 and $190,965 for the three months ended June
      30, 2005 and 2004, respectively, and $566,727 and $390,739 for
      the six months ended June 30, 2005 and 2004, respectively. Sublease income
      was $54,770 and $13,545 for the three months ended June 30, 2005
      and 2004, respectively, and $109,559 and $30,897 for the six months
      ended June 30, 2005 and 2004, respectively. The Company is currently leasing
      space in Savage, Maryland which it no longer occupies. This lease commenced
      on January 1, 2002 and will terminate on December 31, 2011. The Company
      currently subleases this space. This sublease commenced on December 1,
      2004 and will terminate on December 31, 2011. The sublease covers the primary
      lease obligation. MetaMorphix, Inc. has the option and intends to assign
      the lease to the sublessee and effectively terminate the lease on December
      31, 2006. LitigationFrom
      time to time, the Company and its subsidiaries face lawsuits and claims
      related to commercial, employment and patent-related matters. Although
      the possible loss or range of loss for these matters cannot be estimated,
      management of the Company, after reviewing developments to date with


12

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legal counsel, is of the opinion
      that the outcome of such matters will not have a material adverse effect
      on the Companys consolidated financial position or results of operations. Director and Officer IndemnificationThe
      Companys certificate of incorporation provides that it will indemnify
      and hold harmless its officers, directors and others serving the corporation
      in various capacities to the fullest extent permitted by the Delaware General
      Corporation Law (DGCL). Section 145 of the DGCL provides that
      a Delaware corporation has the power to indemnify officers and directors
      in specified circumstances. On June 20, 2005, the Company
      became aware of a lawsuit and claim against us from Regions Bank for $731,000.
      Samuel R. Dunlap, a former Company director, who is now in bankruptcy,
      pledged a $731,000 Promissory Note made by us to Mr. Dunlap as security
      for a $5.0 million loan from Regions Bank. Regions Bank has sued us
      for payment of this Note. The amount that is owed is in dispute (due to
      offsets made at Mr. Dunlaps direction prior to the bankruptcy). We
      also contend that the conditions precedent to the maturity of the loan
      have not occurred. We note that our June 30, 2005 consolidated condensed
      financial statements reflect principal of $625,498 being owed as of
      such date (reflecting the offsets). Regions Bank asserts that we (in the
      operation of our securities transfer function) and our legal counsel enabled
      Mr. Dunlap to pledge one of his several Warrants to another creditor in
      breach of an already existing Commercial Pledge Agreement between the Bank
      and Mr. Dunlap. We will indemnify and hold harmless our legal counsel,
      who is also the Secretary of the Company, in this matter. Management CompensationThe
      Company has entered into agreements with four employees, including three
      executives and one scientist, which require payments by the Company totaling
      approximately $1,009,000 annually based on their current salaries.


9.DEBT

Beginning in April through June
      2005, the Company obtained bridge loans from unrelated investors in the
      amount of $1,308,000 for working capital needs. These loans bear interest
      at 10% and are payable at the earlier of: one year from the note date;
      the date a certain milestone payment is received; or the date the Company
      obtains other financing in excess of $1,000,000. The Company issued
      warrants to purchase 87,500 shares of common stock with the bridge loans.
      These warrants have an exercise price of $4.00 per share, expire in
      June, 2010, and had an allocated value of $55,589, which was recorded
      as interest expense during the three months ended June 30, 2005. Associated with the bridge loans
      obtained in April through June 2005, the Company issued warrants to purchase
      26,250 shares of common stock to a financial advisor for investment services.
      These warrants have an exercise price of $4.00 per share, expire in
      June, 2010, and had a calculated value of $18,115, which was recorded
      as debt issue costs during the three months ended June 30, 2005.


13

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ITEM 2.           Management's Discussion and Analysis or Plan of Operation

Material Changes in Results of Operations - Comparison of the Three Months Ended June 30, 2005 and 2004

The following table quantifies the amount of revenue earned during the periods presented for each of our principal sources of revenues:

|                             
|-----------------------------
|                             
|                             
|Type of Revenue              
|                             
|Parentage and identification 
|genotyping service revenue   
|Genomic research project     
|milestone revenue            
|License fee revenue          
|Other genomic service revenue
|                             
|                             
|Total revenue                
|                             

Revenue.Our revenue for the three months ended June 30, 2005 was $621,951, which was a decrease of $2,682,737, or 81.2%, from the $3,304,688 during the three months
ended June 30, 2004, primarily due to the difference in genomic research project milestone revenue. In the second quarter of 2005, we earned $536,889 in parentage and identification genotyping services revenue, $50,001 from the recognition
of three months of Monsanto deferred revenue, and $35,061 in other genomic related revenue. In the second quarter of 2004, we earned $537,937 in parentage and identification genotyping services revenue, $2,750,000 in milestone revenue
related to the Cargill collaborative research project, and $16,751 in other genomic related revenue.

Cost of Revenues.Cost of revenues for the three months ended June 30, 2005 were $477,506, a $1,516,977, or 76.1% decrease from the $1,994,483 for the same period of 2004.
This decrease was primarily related to the increased level of personnel costs and consumables used in the second quarter of 2004 to support the Cargill collaborative research project, which ended in 2004. The personnel costs and consumables in the
second quarter of 2004 were used to complete the project steps, which triggered milestone revenue recognition during the quarter.

Research and Development.Research and development costs were $1,214,410 for the three months ended June 30, 2005, which was at the same level as the $1,211,218 for the same
period in 2004.  This $3,192, or 0.3% increase was due to the stable level of research activity.

General and Administrative.General and administrative costs were $3,181,767 for the three months ended June 30, 2005 compared to $2,523,395 for the same period of 2004. This
$658,372, or 26.1% increase was primarily due to the increase in our administrative infrastructure and higher professional fees.

Depreciation and Amortization.Depreciation and amortization decreased $3,164,892, or 97.7%, to $76,161 for the three months ended June 30, 2005 from $3,241,053 for the
same period of 2004 primarily due to the completion of the intangible asset amortization in February 2005. The intangible assets related to the intellectual property associated with the Celera genomics acquisition in February 2002 which was being
amortized at a rate of $3,189,000 per quarter.

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Interest Expense.Interest expense and accretion of debt discount decreased $11,370,748 to $1,227,174 for the three months ended June 30, 2005 from $12,597,922 for the
same period in 2004.  This 90.3% decrease was primarily due to the decrease in the number and value of penalty warrants issued as well as the value of contingently adjustable terms on warrants related to the 12.5% Convertible Secured Promissory
Notes.  The penalty warrants issued in the second quarter of 2004 primarily related to the Series C, D, & E bridge loans.

Debt Conversion Expense.Debt conversion expense was $28,475 for the three months ended June 30, 2005 compared to $1,095,713 for the same period of 2004. This $1,067,238,
or 97.4% decrease relates to the volume of conversion that took place during the periods.  The expense represents the fair value of the securities and warrants issued in excess of the fair value of securities issuable pursuant to the original
conversion terms.

Debt Issue Costs.Debt issue costs increased $335,854 to $434,014 for the three months ended June 30, 2005 from $98,160 for the same period of 2004. This increase is due
to higher expense associated with amortization of deferred debt costs for the period, which related to the timing of the issuance of our 12.5% Convertible Secured Promissory Notes in 2004, as well as the calculated value of warrants issued with
short-term bridge notes.

Net Loss.Net loss decreased $13,449,642, or 69.1%, for the three months ended June 30, 2005 from the three months ended June 30, 2004, due to a combination of the factors
described above, primarily due to the completion of our intangible asset amortization, the decrease in interest expense related to the value of penalty warrants, and the value of contingently adjustable terms.

Material Changes in Results of Operations - Comparison of the Six Months Ended June 30, 2005 and 2004

The following table quantifies the amount of revenue earned during the periods presented for each of our principal sources of revenues:

|                             
|-----------------------------
|                             
|                             
|Type of Revenue              
|                             
|Parentage and identification 
|genotyping service revenue   
|Genomic research project     
|milestone revenue            
|License fee revenue          
|Other genomic service revenue
|                             
|                             
|Total revenue                
|                             

Revenue.Our revenue for the six months ended June 30, 2005 was $1,351,763, which was a decrease of $2,370,670, or 63.7%, from the $3,722,433 during the six months ended
June 30, 2004, primarily due to the difference in genomic research project milestone revenue. In the first six months of 2005, we earned $1,186,751 in parentage and identification genotyping services revenue, $100,002 from the recognition of
six months of Monsanto deferred revenue, and $65,010 in other genomic related revenue. In the first six months of 2004, we earned $939,284 in parentage and identification genotyping services revenue, $2,750,000 in milestone revenue
related to the Cargill collaborative research project, and $33,149 in other genomic related revenue.

Cost of Revenues.Cost of revenues for the six months ended June 30, 2005 were $923,169, a $2,707,956, or 74.6% decrease from the $3,631,125 for the same period of 2004.
This decrease was primarily related to the increased level of personnel costs and consumables used in 2004 to support the Cargill collaborative research project, which has ended for 2005.  The personnel costs and consumables in 2004 were used to
complete the project steps, which triggered milestone revenue recognition throughout the year.

15

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Research and Development.Research and development costs were $2,427,503 for the six months ended June 30, 2005 compared to $2,202,461 for the same period in 2004. This
$225,042, or 10.2% increase was primarily due to additional personnel costs (representing those employees who had previously worked on the Cargill project and were classified as cost of revenue), partially offset by lower stock compensation
expense for employees, lower contractual analytic services, and lower patent legal fees. Research and development costs for the six months ended June 30, 2005 consisted of $751,028 related to genomics, $925,803 related to growth factors,
$490,745 related to immunopharmaceuticals, and $259,927 of non-cash stock compensation expense.

General and Administrative.General and administrative costs were $6,441,949 for the six months ended June 30, 2005 compared to $4,656,018 for the same period of 2004. This
$1,785,931, or 38.4% increase was primarily due to the increase in our administrative infrastructure, with salaries, benefits and stock compensation expenses increasing approximately $1,027,711, $426,204 of which represents an increase
in non-cash stock compensation expense. General and administrative costs also increased $857,566 due to higher professional fees associated with the completion of our audit and the filing of Form 10SB with the SEC.

Depreciation and Amortization.Depreciation and amortization decreased $4,200,597, or 64.8%, to $2,283,723 for the six months ended June 30, 2005 from $6,484,320 for the
same period of 2004 primarily due to the completion of the intangible asset amortization in February 2005. The intangible assets related to the intellectual property associated with the Celera genomics acquisition in February 2002 which was being
amortized at a rate of $3,189,000 per quarter.

Interest Expense.Interest expense and accretion of debt discount decreased $13,172,982 to $2,682,849 for the six months ended June 30, 2005 from $15,855,831 for the same
period in 2004. This 83.1% decrease was primarily due to the decrease in the number and value of penalty warrants issued as well as the value of contingently adjustable terms on warrants related to the 12.5% Convertible Secured Promissory Notes. The
penalty warrants issued in the second quarter of 2004 primarily related to the Series C, D, & E bridge loans.

Debt Conversion Expense.Debt conversion expense was $93,696 for the six months ended June 30, 2005 compared to $3,276,087 for the same period of 2004. This $3,182,391,
or 97.1% decrease relates to the volume of conversion that took place during the periods. In the first six months of 2005, holders of our 8% and 10.9% Secured Convertible Promissory Notes converted $143,992 of principal and interest into our
Series G Convertible Preferred Stock, with warrants attached. For the same period of 2004, holders of our 8% and 10.9% Secured Convertible Promissory Notes converted $3,805,539 of principal and interest into our Series F Convertible Preferred
Stock, with warrants attached.  The expense represents the fair value of the securities and warrants issued in excess of the fair value of securities issuable pursuant to the original conversion terms.

Debt Issue Costs.Debt issue costs increased $97,924, or 9.6% to $1,113,619 for the six months ended June 30, 2005 from $1,015,695 for the same period of 2004. This
increase is due to slightly higher expense associated with amortization of deferred debt costs for the period and the calculated value of warrants issued with short-term bridge loans.

Net Loss.Net loss decreased $18,795,646, or 56.3%, for the six months ended June 30, 2005 from the six months ended June 30, 2004, due to a combination of the factors described
above, primarily the decrease in depreciation and amortization, and interest expense related to the value of penalty warrants and the value of contingently adjustable terms.

Material Changes in Financial Position - Liquidity and Capital Resources

The Companys primary sources of liquidity are its revenues and the sale of debt and equity securities. At June 30, 2005 the Company has cash and cash equivalents of $76,115 and a working capital deficiency of
$23,757,605.

In the first six months of 2005 cash used in operations was $3.1 million compared to $4.3 million in the comparable period last year. This decrease was primarily due to an $18.8 million decrease in net loss and
a $3.3 million increase in the change in accounts payable, accrued expenses, and accrued compensation, partially offset by a $4.2 million decrease in depreciation and amortization, a $3.2 million decrease in induced conversion expense,
and a $12.9 million decrease in share-based payment expense. Cash provided by financing activities

16

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was $2.7 million in the current period compared to $4.9 million in the prior year period. This decrease was due to lower proceeds from the sale of debt and equity securities of $5.3 million, partially offset by
the decrease in principal payments and debt issue costs of $3.1 million.

The Company does not have any other significant commitments or guarantees, except for rental commitments.

On June 28, 2004, the Companys Board of Directors granted approval to Company management to pursue applicable steps to undertake the IPO process. This process is currently proceeding, although no completion date can
be estimated at this time. While we anticipate that the proceeds from the IPO will be sufficient to fund our operations until we can generate positive cash flow from operations, there can be no assurance of that, nor that the IPO will ever occur.

In addition, on June 8, 2005, the Companys Board of Directors granted approval to Company management to pursue additional financings through the issuance of a new private placement of promissory notes. Management is
currently working with an investment banker to secure a note offering with terms acceptable to the Company. To date, no final offering has been completed. While we anticipate that the proceeds from additional financings will be sufficient to fund
our operations until we can generate positive cash flow from operations, there can be no assurance of that.

Although the Company recognizes the need to raise funds in the near future, there can be no assurance that it will be successful in consummating any such transaction, or, if it did consummate such a transaction, that the
terms and conditions of such financing will be favorable to the Company. The Company believes that its current assets will not be sufficient to fund operations in 2005. This uncertainty raises substantial doubt about the Companys ability to
continue as a going concern. The accompanying consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Continuing Operations

Our priorities for the next twelve months of operations are to continue to develop and subsequently market our products and services to establish our business in the genomics and growth factors technology industry. We are
focused on our organizational activities, raising capital and establishing a business presence with vendors, business owners and referral sources.

We may be unable to compete successfully, and the competitive pressures we face might have an adverse effect on our business, results of operations and financial condition. We require additional capital, which we intend to
raise through one or more public or private offerings of equity and/or debt.  There are no preliminary loan agreements or understandings between us, our officers, director affiliates or lending institutions.  We cannot guarantee any such financing
can be obtained or, if obtained, that it will be on adequate or reasonable terms.

ITEM 3.           Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period, the Company's disclosure controls and procedures were effective.

During the period covered by this report, there were no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal controls
over financial reporting.

17

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PART II - OTHER INFORMATION

ITEM 1.Legal Proceedings

On June 20, 2005, the Company became aware of a lawsuit and claim against us from Regions Bank for $731,000.  Samuel R. Dunlap, a former Company director, who is now in bankruptcy, pledged a $731,000 Promissory Note
made by us to Mr. Dunlap as security for a $5.0 million loan from Regions Bank. Regions Bank has sued us for payment of this Note. The amount that is owed is in dispute (due to offsets made at Mr. Dunlaps direction prior to the
bankruptcy). We also contend that the conditions precedent to the maturity of the loan have not occurred. We note that our June 30, 2005 consolidated condensed financial statements reflect principal of $625,498 being owed as of such date
(reflecting the offsets). Regions Bank asserts that we (in the operation of our securities transfer function) and our legal counsel enabled Mr. Dunlap to pledge one of his several Warrants to another creditor in breach of an already existing
Commercial Pledge Agreement between the Bank and Mr. Dunlap. We will indemnify and hold harmless our legal counsel, who is also the Secretary of the Company, in this matter.

In addition, during 2005, we settled and dismissed
  four lawsuits for a total cost of $105,640.
    There are no such cases presently pending.

ITEM 2.          Unregistered Sales of Equity Securities and Use
of Proceeds

Beginning in April through June 2005, the Company obtained bridge loans from unrelated investors in the amount of $1,308,000 for working capital needs. These loans bear interest at 10% and are payable at the earlier of:
one year from the note date; the date a certain milestone payment is received; or the date the Company obtains other financing in excess of $1,000,000. The Company issued warrants to purchase 87,500 shares of common stock with the bridge loans.
These warrants have an exercise price of $4.00 per share, expire in June, 2010, and had an allocated value of $55,589, which was recorded as interest expense during the three months ended June 30, 2005.

Associated with the bridge loans obtained in April through June 2005, the Company issued warrants to purchase 26,250 shares of common stock to a financial advisor for investment services. These warrants have an exercise
price of $4.00 per share, expire in June, 2010, and had a calculated value of $18,115, which was recorded as debt issue costs during the three months ended June 30, 2005.

ITEM 3.           Defaults Upon Senior Securities

At June 30, 2005, $76,401 of outstanding principal under our 8% Secured Convertible Promissory Notes and $212,190 of outstanding principal under our 10.9% Secured Convertible Promissory Notes were past due. The
original due dates for these notes range from September 2001 to October 2004. There are no amended terms to these past due notes as a result of the default.

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

On May 13, 2005, following a solicitation of proxy votes, a consent was obtained from more than 50% of our security holders to an increase in the number of shares reserved for issuance under our two stock option plans from
8,500,000 to 11,050,000 as of June 24, 2004.

ITEM 6.Exhibits

|31.1 | Section 302 Certifications of Principal Executive Officer
|---- | ---------------------------------------------------------
|31.2 | Section 302 Certifications of Principal Financial Officer
|32.1 | Section 906 Certification of Chief Executive Officer     
|32.2 | Section 906 Certification of Chief Financial Officer     
|    

18

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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.

| |                   | METAMORPHIX, INC.
| | ----------------- | -----------------
| |                   |                  
| |                   |                  
| |                   |                  
| | December 15, 2006 |                  
| | Date              |                  
| |                   |                  
| |                   |                  
| |                   |                  
|
|
| | December 15, 2006 |                  
| | Date              |                  
| |                   |                  
| |                   |                  
| |                   |                  
| |                   |                  

19

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