U. S. SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
                                  Amendment #2
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                            AND EXCHANGE ACT OF 1934
              For the quarterly period ended June 30, 2005 Amended
              ----------------------------------------------------

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE
                                  ACT OF 1934
                         Commission file Number 0-29711
                               SUBJEX CORPORATION
                      (Exact name of small business issuer)

                Minnesota                               41-1596056
         (State of incorporation)           IRS Employer Identification number

                5720 Smetana Dr, Suite 325, Minnetonka, MN 55343
                    (Address of principal executive offices)

                                 (952) 931-0501
                        (Registrant's telephone number)
     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 periods that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]

There were 46,401,934 shares of common stock outstanding as of June 30, 2005.



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<TABLE>
<CAPTION>
SUBJEX CORPORATION INDEX
                                                                        PAGE NUMBER
<S>                                                                     <C>
PART I - FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

        Balance Sheets as of June 30, 2005 (unaudited, reviewed)
        and December 31, 2004  (audited)                                          3

        Statements of Operations for the Three and Six
        Months Ended June 30, 2005 and
        June 30, 2004 (unaudited, reviewed)                                       4

        Statements of Cash Flows for the Six
        Months Ended June 30, 2005 and
        June 30, 2004 (unaudited)                                                 5

        Notes to the Financial Statements (unaudited)                             6

      ITEM 2. PLAN OF OPERATION                                                   7

PART II - OTHER INFORMATION

      ITEM 1. LEGAL PROCEEDINGS                                                   9

      ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS                            9

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                    10

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                10

      ITEM 5. CONTROLS AND PROCEDURES                                            10

      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  10

CERTIFICATION PURSUANT TO SECTION 06 OF THE SABANES-OXLEY ACT OF 2002

CERTIFICATIONS                                                                   11

SIGNATURES                                                                       12
</TABLE>

AMDNED FILING: Our 10-QSB for the period ended June 30, 2005 has been amended to
include our independent registered public accounting firms review report and an
adjustment to our financial statements to record the issuance of 500,000 shares
of common stock valued at $50,000 to an outside consultant for services to be
provided from May 2005 to May 2006.


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<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Subjex Corporation

We have reviewed the accompanying balance sheet of Subjex Corporation as of June
30, 2005, and the related three-month and six month statements of operations and
six-month  statement  of  cash  flows for the periods ended June 30, 2005. These
financial  statements  are  the  responsibility  of  the  Company's  management.

We  conducted  our review in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible  for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  expression  of an opinion regarding the financial statements
taken  as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the  accompanying  interim  financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

Carver Moquist & O'Connor, LLC
Bloomington, MN
November 18, 2005


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<TABLE>
<CAPTION>
                                PART 1 - FINANCIAL INFORMATION
                                    Balance Sheet goes here
                                       SUBJEX CORPORATION
                                         BALANCE SHEETS

                                                              June 30,      December 31,
                                                                2005           2004
                                                             Unaudited        Audited
                                                           --------------  --------------
<S>                                                        <C>             <C>
                            ASSETS
                            ------
Current Assets:
    Cash                                                   $         741   $      62,952
    Accounts Receivable                                              150
    Prepaid expenses                                              43,666           2,000
                                                           --------------  --------------

        Total current assets                                      44,557          64,952

Fixed assets, net                                                 23,884          17,585
                                                           --------------  --------------

        Total assets                                       $      68,441   $      82,537
                                                           ==============  ==============

            LIABILITIES AND STOCKHOLDERS' DEFICIT
            -------------------------------------

Current Liabilities:
    Subordinated convertible notes payable                 $      23,000   $      22,800
    Accounts payable                                              87,867          72,120
    Accrued expenses:
        Payroll and payroll taxes                                 96,642         116,503
        Other                                                     27,786          26,654
                                                           --------------  --------------

        Total current liabilities                                235,295         238,077

Long-term debt:
    Notes payable                                                  2,487           3,474
                                                           --------------  --------------

        Total liabilities                                        237,782         241,551
                                                           --------------  --------------

Stockholders' deficit:
    Undesignated stock, no par or stated value;
        10,000,000 shares authorized: none issued
        or outstanding                                               -               -
    Common stock, no par or stated value;
        50,000,000 shares authorized: 46,401,934 and
        42,558,096 shares issued and outstanding at
        June 30, 2005 and December 31, 2004, respectively      4,542,271       4,305,342

    Accumulated deficit                                       (4,711,612)     (4,464,356)
                                                           --------------  --------------

Stockholders' deficit                                           (169,341)       (159,014)
                                                           --------------  --------------

    Total liabilities and stockholders' deficit            $      68,441   $      82,537
                                                           ==============  ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


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<TABLE>
<CAPTION>
                                         SUBJEX CORPORTION
                                      STATEMENTS OF OPERATIONS
                                             Unaudited

                                              Three Months Ended June 30,    Six Months Ended June 30,
                                                   2005          2004           2005           2004
                                              -------------  -------------  -------------  -------------
<S>                                           <C>            <C>            <C>            <C>
Revenues                                      $     22,912   $      8,060   $     41,217   $     13,102
                                              -------------  -------------  -------------  -------------

Expenses:
        Selling, general and administrative        151,188         58,868        280,117        116,808
                                              -------------  -------------  -------------  -------------

            Total operating expense                151,188         58,868        280,117        116,808
                                              -------------  -------------  -------------  -------------

            Operating loss                        (128,276)       (50,808)      (238,900)      (103,706)

Other income (expense)

        Interest expense                            (7,789)          (346)        (8,356)          (507)
                                              -------------  -------------  -------------  -------------

Net loss                                      $   (136,065)  $    (51,154)  $   (247,256)  $   (104,213)
                                              =============  =============  =============  =============

Net loss per basic and diluted common share   $     (0.030)  $     (0.001)  $     (0.005)  $     (0.003)
                                              =============  =============  =============  =============


Weighted average common shares
        outstanding - basic and dilutes          4,464,356     36,249,549     46,601,934     36,249,549
                                              =============  =============  =============  =============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


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<TABLE>
<CAPTION>
                                 SUBJEX CORPORTION
                              STATEMENTS OF CASH FLOWS
                                     Unaudited

                                                              Six Months Ended June 30,
                                                                 2005          2004
                                                             ------------  ------------
<S>                                                          <C>           <C>
Cash flow from operating activities:
        Net loss                                             $  (247,256)  $  (104,213)
        Adjustments to reconcile net loss to
          net cash from operating activities:
              Depreciation and amortization                       (4,087)        2,381
              Non cash stock compensation expenses                14,629
      Changes in operating assets and liabilities:
          Accounts receivable                                       (150)          150
          Prepaid expenses                                       (33,332)
          Accounts payable                                        15,747        (5,103)
          Payroll and payroll taxes payable                      (19,861)      (65,452)
          Other accrued expenses                                   1,135          (251)
                                                             ------------  ------------

Net cash used by operating activities                           (273,175)     (172,488)
                                                             ------------  ------------


Cash flow from investing activities:
        Purchase of property and equipment                       (10,546)       (2,550)
                                                             ------------  ------------

Net cash flows used in investing activities                      (10,546)       (2,550)
                                                             ------------  ------------


Cash flow from financing activities:
        Proceeds from issuance of capital stock                  222,300       204,723
        Proceeds from stock subscriptions                            200
        Proceeds from notes from stockholder                           -
        (Payments) Proceeds from subordinated note payable                        (200)
        Principal payments on long-term debt                        (990)         (178)
        Principal payments on note payable  - related party            -
                                                             ------------  ------------

Net cash provided by financing activities                        221,510       204,345
                                                             ------------  ------------


Decrease in cash                                                 (62,211)       29,307
Cash at beginning of period                                       62,952         3,753
                                                             ------------  ------------

Cash at end of period                                        $       741   $    33,060
                                                             ============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


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<PAGE>
                  Notes to the Financial Statements (unaudited)


Note  1.  Basis of Presentation

The accompanying unaudited but reviewed condensed financial statements of Subjex
Corporation (the Company) have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Item 310(b) of Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. All
adjustments which, in the opinion of management, are considered necessary for a
fair presentation of the results of operations for the periods shown are of a
normal recurring nature and have been reflected in the unaudited condensed
financial statements. There are no additional material subsequent events or
material contingencies that require disclosure. The results of operations for
the periods presented are not necessarily indicative of the results expected for
the full fiscal year or for any future period. The information included in these
unaudited condensed financial statements should be read in conjunction with Plan
of Operation contained in this report and with the financial statements and
accompanying notes included in the Annual Report on Form 10-KSB for the year
ended December 31, 2004.

Note  2.  Going Concern

The accompanying financial statements were prepared assuming that the Company
will continue as a going concern. This basis of accounting contemplates the
realization of assets and the satisfaction of its liabilities in the normal
course of operations. Since inception the Company has incurred losses of
approximately $4,711,612 and has a working capital deficit of $161,007 as of
June 30, 2005. These issues raise substantial doubt about the Company's ability
to continue as a going concern.

The Company continues to seek debt and equity financing to fund its working
capital needs. Failure of the Company raise additional debt and equity financing
in the near future and achieve profitable operations in the long-term could
result in the Company being unable to continue as a going concern. No estimate
can be made of the range of loss that is reasonably possible should the Company
be unsuccessful.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the inability of the
Company to continue as a going concern.

Note  3.  Payroll and Payroll Taxes

In March 2004, the Company agreed to a payment plan with the IRS related to
employee payroll withholdings and payroll taxes in which the Company did not pay
from October 1, 2000 through June 30, 2003 aggregating approximately $88,000 at
December 31, 2003. This liability is included in accrued expenses - payroll and
payroll taxes. The payment plan requires 24 monthly installments of $2,000
beginning April 15, 2004 and ending March 15, 2006. On March 15, 2006, the
Company will work with the IRS to determine the resolution for final payment.
Until all amounts owed are paid to the IRS, the IRS will maintain a federal tax
lien on the Company's property. The Company has made all monthly payments as
agreed for the year 2004 and the first quarter and second quarter of 2005.


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<PAGE>
Note  4.  Common Stock

During the second quarter of 2005, the Company issued 1,858,957 shares of common
stock for $100,100. Included in this, the Company issued 523,571 shares of
common stock to employees for services performed which were valued at $50,879.


ITEM  2.  CONTROLS AND PROCEDURES

During the course of their review of our financial statements as of June 30,
2005, our independent registered public accounting firm, Carver Moquist &
O'Connor, LLC (CMO), advised management and our Board of Directors that they had
identified deficiencies in the internal control. One of the deficiencies is
considered to be a "material weaknesses" as defined under standards established
by the Public Company Accounting Oversight Board. It is as follows:

The draft of the 10-QSB that was provided to CMO by the Company disclosed the
statement of operations for the three-months ended June 30, 2005. The updated
version now includes the six-month ended June 30, 2005 operations. The Company
filed its 10-QSB for the period ended June 30, 2005 prior to the completion of
CMO SAS 100 review. This matter was corrected with a subsequent 10-QSB Amended
filing that stated that it had been unreviewed.

ITEM  3.  PLAN OF OPERATION

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this discussion which are not historical facts may be considered
"forward looking statements" within the meaning of Section 21E of the Securities
Act of 1934, as amended. The words "believe", "expect", "anticipate",
"estimate", and similar expressions identify forward looking statements. Any
forward looking statement involves risks and uncertainties that could cause
actual events or results to differ, perhaps materially, from the events
described in the forward looking statements. Readers are cautioned not to place
undue reliance on these forward looking statements. The Company undertakes no
obligation to publicly update or revise any forward looking statement, whether
as a result of new information, future events or otherwise. The risks associated
with the Company's forward looking statements include, but are not limited to,
risks associated with the Company's history of losses and uncertain
profitability, sales and marketing strategies, competition, general economic
conditions, reliance on key management and production people, current and future
capital needs, dilution, effects of outstanding notes and convertible
debentures, limited public market for the Company's capital Stock, low stock
price, and lack of liquidity.

The following discussion and analysis should be read in conjunction with the
Financial Statements, related notes and other information included in this
report.

Description of Business

Overview


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<PAGE>
Subjex Corporation is an innovative provider of intelligent customer service
solutions. Subjex Corporation has developed and sells an Artificial Intelligence
Software platform that is used to create virtual personalities for corporate and
individual web sites. The software chats with web site visitors, answers
questions, and sells products for its clients. Making the searching and
communication process simple for web site visitors has become the key to
improved sales and visitor web site retention. Subjex Corporation is setting a
new standard in customer service technology that is both easily deployable and
inexpensive. The Subjex Corporation mission is to give massive value to our
client base while providing clear-continuous revenue and profit growth for our
investor base.

Principal Products and Services

SubjexCSR (Customer Service Representative) is Subjex Corporation's flagship
Artificial Intelligence product. SubjexME is another product recently developed.
SubjexCSR and SubjexME are used in conjunction with SubjexOPS (Operator Training
System) which allows clients to train their implementation to sell their
products and communicate with visitors of their web sites. This technology is
used on the Subjex.com web site to sell itself by conducting dialogue with
business owners (through text) to dynamically converse with a normal, human-like
conversation chat. SubjexCSR and SubjexME both run in the same environment and
on the same platform. Both can lower costs dramatically for companies who have
web sites or large distributor networks. The system can converse eloquently with
thousands of simultaneous users for less than the cost of one live operator, and
can drastically increase sales (closing ratios) by recommending ideal products
for that specific individual. The key to this product is its iterative "back and
forth" methodology which actually conducts an interview conversation. The system
is able to learn users' needs in a way users are already familiar with -
"dialogue".

Today, Subjex is the only customer service solution that is targeting small
business with a true bi-directional dialogue application. The company's Subjex
dialogue system supports each function of customer service from the introduction
to the sales process to post sale support.


Trademarks and Patents

The Company holds trademarks and patent protection for most of its business that
management feels are relevant to protect the company interests.

Environmental Compliance

The Company believes it is in compliance with all current federal and state
environmental laws.

Employees

The Company had as of June 30, 2005, 9 full-time employees. The Company's
employees are not represented by any labor unions. The Company considers its
relations with its employees to be very good.

Competition

The Company is aware of other companies selling solutions that appear to be
similar to Subjex; however management is not aware of any companies that are
selling the same solution as we have designed. In addition management has made
the decision to focus half of our marketing efforts


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<PAGE>
directly to small businesses with the SubjexCSR product, and the remainder
towards Network Marketing companies with the SubjexME product. Our competitions
solutions are less effective, extremely complex for the small business owner,
and vastly more expensive. Our demographic target - to our knowledge - has never
been exposed to this type of technology, because no one has priced an appealing
product within the budget of small business. Management believes that while some
companies may have greater resources than Subjex, we have superior products, and
a new market with a product no one has seen before in the Network Marketing
industry. We believe we have the experience to implement a model that is self
sustaining enough to take a huge part of the market before our competitors
realize it.

Recent Developments

In the second quarter of 2005 Subjex Corporation made further changes in our
approach to sell SubjexCSR to small businesses. We have reallocated part of our
resources to sell SubjexME into larger businesses. This was done in part because
the sale of one implementation of SubjexME will generate tens of thousands of
dollars per month. This will result in positive cash flow faster than current
growth of SubjexCSR sales will allow. Because of the number of outstanding
shares the Company has, in the second quarter of 2005, the Company has changed
its focus from raising additional monies through private issuances of its stock
to accredited individuals to raising of funds with debt instruments. Receipt of
monies raised allowed the Company to operate and continue its execution of its
plan.

Operating expenses have increased for the same quarter of the previous year due
to increased marketing efforts. However our costs were lower in the second
quarter than they were for the first quarter of 2005. The Company has sought out
resellers for the SubjexME product and has signed non-exclusive reseller
agreements with several software sales companies and individuals. Using this
marketing approach it is our intention to grow considerably faster in the
foreseeable future.

The Company's cash balances are not sufficient to meet its operational needs,
which is why the Company has relied on the on going sales of unregistered shares
and is now using debt instruments to fund operational needs. As sales increase
the Company expects future operational cash requirements to remain at their
current levels. This is because of the automation of the sales, training and
installation (i.e. delivery) of the Company's products. Until positive cash flow
occurs, the Company requires additional capital investment to maintain its
current operations.

Developing an ideal business model with an entirely new category type product
line requires a great deal of research and development on several different
fronts. The company has had to become expert in Building this company not just
in the areas of technological science but also in marketing such services into a
profitable entity. It is our belief that the potential for success in this
endeavor will vastly out measure its cost of time and resources.

The experience we have gained since the company's inception in these areas has
made the company very valuable even though at this point our operation has not
translated into profitability. What Subjex is doing is breaking new ground. The
AI community as it relates to dialogue and customer service is in its infancy
stage. Management believes that should we be successful we will see exceptional
profitability.

                          PART II - OTHER INFORMATION

ITEM  1.  -  LEGAL PROCEEDINGS


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As reported in previous filings, the Company, In March 2004, agreed to a payment
plan with the IRS related to employee payroll withholdings and payroll taxes in
which the Company did not pay from October 1, 2000 through June 30, 2003
aggregating approximately $88,000 at December 31, 2003. This option was
preferable to the dilution that raising the money to pay it off would have
required. This liability is included in accrued expenses - payroll and payroll
taxes. The payment plan requires 24 monthly installments of $2,000 beginning
April 15, 2004 and ending March 15, 2006. On March 15, 2006, the Company will
work with the IRS to determine the resolution for final payment. Until all
amounts owed are paid to the IRS, the IRS will maintain a federal tax lien on
the Company's property. The Company is current with its payments to the IRS.

ITEM  2  -  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2005, the Company issued 1,858,957 of
common stock for $100,100. In addition, the Company issued 523,571 shares of
common stock to employees for services performed which were valued $50,879

ITEM  3  -  DEFAULTS ON SENIOR SECURITIES

None.

ITEM  4  -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

It is acknowledged that any sale or substantial restructuring of the Company
will require a shareholders vote. No matters were submitted to the vote of the
Company's stockholders in this quarter.

ITEM  5  -  CONTROLS AND PROCEDURES.

The Company has in place two staff members that daily review all the accounts
and figures (accounting systems) that pertain to accounting and the financial
condition of the company. This includes banking, accounts payable, stocks etc.
Two additional employees handle the accounts receivable only. These are then
forwarded to an out of house accounting firm who does all our accounting on
Quick Books. Our staff and the accounting firm are in contact on a daily basis.

ITEM  6  -  EXHIBITS AND REPORTS ON FORM 8-K

None

Exhibit  Description

    31    Certification as Required by Section 302 of Sarbanes-Oxley Act of 2002

    32    Certification as Required by Section 906 of Sarbanes-Oxley Act of 2002


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