# U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-QSB

|(X) |  | Quarterly report
under Section 13 of 15(d) of the Securities Exchange Act of 1934.
|--- |  | ----------------------------------------------------------------------------------

For the
quarterly period ended November 30, 2003 or

|(   ) |  | Transition
report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from _________________ to _________________.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Commission file number
0-19866

Protide Pharmaceuticals, Inc.
(Exact name of small business issuer as specified in its charter)

|MINNESOTA                                |  | 36-3384240             | 
|---------------------------------------- |  | ---------------------- | 
|                                         |  |                       
|(State or other jurisdiction of          |  | (I.R.S. Employer       | 
|incorporation or organization)           |  | Identification Number) | 
|1311 Helmo Avenue, Saint Paul, Minnesota |  | 55128                  | 
|                                         |  |                       
|(Address of principal executive offices) |  | (Zip Code)             | 

Issuers telephone number, including
area code: (651) 730-1500

Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Act of 1934 during the past 12 months (or for such shorter periods
that the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes  X    No

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

The number of shares of common
stock, par value $.01 per share, outstanding on December 31, 2003 was 4,029,134.

Transitional small business format
disclosure:

Yes      No  X

1

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Table of Contents

Protide Pharmaceuticals, Inc.

Report on Form 10-QSB
for fiscal quarter ended
November 30, 2003

|          |  |                       | Page
|--------- |  | --------------------- | ----
|PART I   |  | FINANCIAL INFORMATION |     
|          |  | ITEM 1.               |     
|          |  |                       |     
|          |  |                       |     
|          |  |                       |     
|          |  |                       |     
|          |  |                       |     
|          |  | ITEM 2.               |     
|PART II  |  | OTHER INFORMATION     |     

2

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PART I  FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

PROTIDE PHARMACEUTICALS, INC.
BALANCE SHEET

|ASSETS                               | November 30,2003 |  | August 31,2003
|------------------------------------ | ---------------- |  | --------------
|
|CURRENT ASSETS                       |                  |  |               
|Cash and cash equivalents            |                  |  | $             
|Certificates of deposit              |                  |  |               
|Trade receivables                    |                  |  |               
|Inventories                          |                  |  |               
|Other                                |                  |  |               
|                                     |                  |  |               
|Total current assets                 |                  |  |               
|                                     |                  |  |               
|EQUIPMENT AND LEASEHOLD IMPROVEMENTS |                  | 
|Laboratory and production equipment  |                  |  |               
|Office furniture and equipment       |                  |  |               
|Leasehold improvements               |                  |  |               
|                                     |                  |  |               
|                                     |                  |  |               
|Less accumulated depreciation        |                  |  |               
|                                     |                  |  |               
|                                     |                  |  |               
|OTHER ASSETS                         |                  | 
|Patents, net                         |                  |  |               
|                                     |                  |  |               
|TOTAL ASSETS                         |                  |  | $             
|                                     |                  |  |               

See Notes to Financial Statements.

3

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PROTIDE PHARMACEUTICALS, INC.
BALANCE SHEET

|LIABILITIES AND SHAREHOLDERS EQUITY       | November 30,2003 |  | August 31,2003
|------------------------------------------ | ---------------- |  | --------------
|
|CURRENT LIABILITIES                        |                  |  |               
|Accounts payable                           |                  |  | $             
|Accrued liabilities                        |                  |  |               
|Bank note payable  current                |                  |  |               
|                                           |                  |  |               
|Total current liabilities                  |                  |  |               
|                                           |                  |  |               
|SHAREHOLDERS EQUITY                       |                  | 
|Common stock issued and outstanding        |                  |  |               
|Additional paid-in capital                 |                  |  |               
|                                           |                  |  |               
|                                           |                  |  |               
|Accumulated deficit                        |                  |  |               
|                                           |                  |  |               
|Total shareholders equity                 |                  |  |               
|                                           |                  |  |               
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |                  |  | $             
|                                           |                  |  |               

See Notes to Financial Statements.

4

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PROTIDE PHARMACEUTICALS, INC.
STATEMENT OF OPERATIONS
(Unaudited)

|                                                    | Three months endedNovember 30,
|--------------------------------------------------- | ------------------------------
|
|Revenues                                            |                               
|Net sales                                           |                               
|Cost of products sold                               |                               
|                                                    |                               
|Gross Margin                                        |                               
|                                                    |                               
|Operating Expenses                                  |                               
|Research and development                            |                               
|Sales and operations                                |                               
|Administration                                      |                               
|                                                    |                               
|Total operating expenses                            |                               
|                                                    |                               
|Operating Loss                                      |                               
|Other Income (Expense)                              |                               
|Interest and investment income                      |                               
|Interest expense                                    |                               
|                                                    |                               
|Total other income, net                             |                               
|                                                    |                               
|Net Loss                                            |                               
|                                                    |                               
|Basic and diluted loss per                          |                               
|common share                                        |                               
|                                                    |                               
|Weighted average number ofcommon shares outstanding |                               
|                                                    |                               

See Notes to Financial Statements.

5

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PROTIDE PHARMACEUTICALS, INC.
STATEMENT OF CHANGESIN SHAREHOLDERS EQUITY
(Unaudited)

|                             | Common Stock |  | Additional |           | Accumulated |  
|---------------------------- | ------------ |  | ---------- | --------- | ----------- | -
|
|Balance at August 31, 2003   |              |  |            | 4,029,134 |             | $
|Net loss for the period      |              |  |            |           |             |  
|                             |              |  |            |           |             |  
|Balance at November 30, 2003 |              |  |            | 4,029,134 |             | $

6

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PROTIDE PHARMACEUTICALS, INC.
STATEMENT OF CASH FLOWS
(Unaudited)

|                                                 | Three months endedNovember 30,
|------------------------------------------------ | ------------------------------
|
|Cash Flows From Operating Activities:            |                               
|Net loss for the period                          |                               
|Adjustments to reconcile net loss to             |                               
|Net cash used in operating activities:           |                               
|Depreciation and amortization                    |                               
|Changes in assets and liabilities:               |                               
|(Increase) decrease in:                          |                               
|Accounts receivable                              |                               
|Inventories                                      |                               
|Other                                            |                               
|Increase (decrease) in:                          |                               
|Accounts payable                                 |                               
|Accrued liabilities                              |                               
|                                                 |                               
|Net cash used in operating activities            |                               
|                                                 |                               
|Cash Flows from Investing Activities:            |                               
|Maturity of bank certificates of deposit, net    |                               
|Capital expenditures                             |                               
|                                                 |                               
|Net cash from investing activities               |                               
|                                                 |                               
|Cash Flows from Financing:                       |                               
|Proceeds from issuing common stock subscriptions |                               
|Principal payments on bank note payable          |                               
|                                                 |                               
|Net cash provided by financing activities        |                               
|Net decrease in cash                            
|and cash equivalents                             |                               
|Cash and Cash Equivalents:                       |                               
|Beginning of period                              |                               
|                                                 |                               
|End of period                                    |                               
|                                                 |                               

See Notes to Financial Statements.

7

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PROTIDE PHARMACEUTICALS, INC.
NOTES TOFINANCIAL STATEMENTS  November 30, 2003

NOTE A  BASIS OF PRESENTATION

The
accompanying financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair presentation have
been included.

The
organization and business of the Company, accounting policies followed by the Company and
other information is contained in the notes to the Companys financial statements
filed as part of the Companys August 31, 2003 Form 10-KSB. This quarterly report
should be read in connection with such annual report.

NOTE B  CASH AND CASH EQUIVALENTS

For
purposes of reporting the statements of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be cash
equivalents.

NOTE C   SHORT-TERM INVESTMENTS

As
of November 30, 2003, the Company had investments of $82,746 in certificates of deposit.
Certificates of deposit are made only with the highest rated banks. The Company also
utilizes a money market fund, which is restricted by its charter to Tier 1 instruments,
for a portion of its investments. At times throughout the year, the Companys cash,
cash equivalents and certificates of deposit in financial institutions may exceed FDIC
insurance limits. The Company has not experienced any losses in such accounts.

NOTE D   NOTES PAYABLE BANK

During
April 1997 the Company borrowed $100,000 from a local bank with the proceeds used for
financing a portion of the tenants improvements in the Companys new facility.
In February 2001 the loan was renegotiated with a different Bank and has been renewed
annually. The new loan is secured by a certificate of deposit at this bank. The interest
rate for this loan, currently 4%, is tied to the certificate of deposit rate.

NOTE E  LOSS PER COMMON SHARE

Basic
loss per share is computed based upon the weighted average number of common shares
outstanding during the period. Stock options for 337,000 shares were not included in the
computation of diluted loss per share as the results were antidilutive.

8

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# ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

|a. |  | Background
and Products
|-- |  | -----------------------

In
January 2001 Celox Laboratories, Inc. and Protide Pharmaceuticals, Inc., merged with the
surviving corporation named Protide Pharmaceuticals, Inc.

Protide
Pharmaceuticals, Inc. (Protide or the Company) is a biotechnology
company devoted to the discovery, development and commercialization of technologies and
processes in clinical cell therapy and transfusion medicine, specifically in the areas of
cancer, genetic disorders, cell engineering and transplantation. Protide also provides
contract manufacturing for companies and educational institutions.

Celox
Laboratories, Inc. will continue to market products that are sold for research purposes.
Celox was formed in 1985 as a Company that researches, develops, manufactures, and markets
cell biology products that are used in the propagation of cells derived from mammals,
including humans, and other species. These specialized cell growth products are used
primarily in academic, pharmaceutical and other commercial laboratories to improve the
growth, productivity and quality of cell-derived medical and other biological products
such as vaccines, monoclonal antibodies, interferons, and human growth factor. The Company
has developed non-serum based products for the growth of human and other mammalian cells.

The
Company markets more than 16 different research products under the Celox Laboratories
brand name. The Companys proprietary products consist of four different serum-free
supplements and two cell freezing solutions. The Company also manufactures basal media
formulations, a series of buffered saline solutions, other cell biology reagents, and a
variety of custom formulations.

During
the first quarter of fiscal 2001 the Company introduced the new product STEMSOL.
STEMSOL is a sterile filtered, USP Grade Dimethyl Sulfoxide (DMSO) used in a
cryopreservation solution for, among other things, bone marrow, peripheral-blood stem
cells and cord blood preservations. In addition, DMSO/Dextran was introduced in the first
quarter of fiscal 2001 and is also used as a cryopreservative for cord blood stem cells.
These products are labeled for research use only, not for human use.

During
the third quarter of fiscal 2000, the Company entered into an agreement to manufacture
specialized solutions for the processing of pancreatic islet cells for transplants. These
cells may be used instead of whole organ transplants. During the first quarter of fiscal
2002 an order was received from a second transplant center for these specialized
solutions. The revenue from this order was reflected in the second quarter of fiscal 2002.
Orders for these solutions have continued in fiscal 2004.

|b. |  | ViaStem
|-- |  | --------

In
March 1995, the Company filed a patent application for ViaStem in the U.S. Patent
and Trademark Office. The Company received the U.S. Patent in early December 1996. This
patent provides protection of the Companys ViaStem technology through March of
2015. A second U.S. Patent was received in August 1998. This second patent broadened the
patented uses of ViaStem in bone marrow transplantation and related therapies. The
Company has also filed the documents needed for an International Patent Application as
required by the Patent Cooperation Treaty. In October 1998 the Company received notice
from the New Zealand and Australian Patent Office that a patent on ViaStem had been
granted by each of the respective countries.

9

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In
March 2000 notice was received from the Patent Office in Canada that a patent had been
issued for ViaStem. The Company received notice from the Russian Patent Office in May
2000 of the official issue date for the patent for ViaStem in Russia. In March 2002
a patent for ViaStem was received from the Mexican Patent Office. Protide received
notice from the Japan Patent Office that a patent on ViaStem had been granted in Japan.
In October 2003 Protide received notice that the European Patent Office had issued a
patent for ViaStem. Initial reports from other countries that have reviewed the
international patent application have been positive. Due to the unique nature of
ViaStem, the Company pursued the patent process for this product.

On
March 12, 2003 the Company signed an agreement with the University of Minnesota Physicians
Outreach Laboratories (UMPOL), a Minnesota nonprofit Corporation, to complete the
preclinical testing for the Companys ViaStem product. This agreement supersedes an
agreement which was executed on March 31, 2000, by Protide with Fairview-University
Medical Center (FUMC) University of Minnesota, Minneapolis, MN. FUMC was to provide
collecting, processing and assaying of human peripheral blood stem cells as part of
Protides clinical investigation of ViaStem. In the second quarter of fiscal
2002, the FUMC named a new Principal Investigator (PI) at the University of Minnesota to
complete the additional information requested by the FDA after the departure of the
original PI from the University. This agreement was terminated by the Company in September
2003 due to the failure of the University of Minnesota to perform under the donor study
agreement.

During
May 2000 the Company submitted an application to the Food and Drug Administration (FDA) to
initiate human clinical trials for ViaStem. This was the first submission ever made by
the Company to the FDA for testing in human subjects. In August 2000 the Company announced
that it had received notice from the FDA that the clinical trial on had been placed on
clinical hold pending further information. The Company intends to submit the additional
requested information to the FDA in the near future.

|c. |  | Distribution/Marketing
|-- |  | ----------------------

The
Company continues to sell its products on a direct basis to customers in the United States
as well as to seventeen different countries around the world. In addition the Company has
formed the following distribution avenues:

The
Company has a nonexclusive worldwide distribution agreement with MP Biomedicals (Formerly
ICN Pharmaceuticals, Inc.) (NYSE:ICN), Costa Mesa, CA. Under the agreement, MP Biomedicals
is marketing Celox TCM, TCH, TM-235 serum replacement products as well
as Cellvation. MP Biomedicals manufactures and markets a broad range of prescription
and over-the-counter pharmaceuticals, medical diagnostic products and biotechnology
research products in North and Latin America, Eastern and Western Europe and the Pacific
Rim countries.

In
1997, the Company began providing its proprietary products to Sigma Chemical Company
(NASDAQ:SIAL), St. Louis, MO. under a private label distribution agreement for worldwide
distribution.

In
1997, the Company entered into a nonexclusive distribution agreement with TaKaRa Shuzo
Co., Ltd., Biomedical Group, Kyoto, Japan. Under the agreement, TaKaRa will initially
market Celox proprietary product Cellvation. TaKaRas Biomedical Group
leads the industry in several areas owing to the international scope of its research
operations which span from the Peoples Republic of China to North America and
Europe. TaKaRa will market Cellvation in Japan, Taiwan, Korea and China.

In
addition, the Companys Celox product line is distributed in Japan through Funakoshi
Co., LTD, a well-established Japanese distributor.

10

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The
Company also has distribution of its STEMSOL and DMSO/Dextran products in Europe and the
Pacific Rim through various non-exclusive agreements with local distributors.

Government
Regulations

In
July 2002, the Sarbanes-Oxley Act of 2002 was signed into law. This Act is intended to
provide increased investor protection through various new reporting requirements, internal
audit requirements and Company officer certifications. Section 404 of this act requires
management to file an internal control report with the annual report on Form 10-K
effective for fiscal years ended after September 15, 2003. Because of the limited number
of employees at the Company and the expected large expense anticipated to be incurred to
comply with Section 404, there can be no assurance that the Company will be able to comply
with this Section. Additionally, there can be no guarantee that the Company can bear the
expense of compliance with section 404 and may result in no longer being publicly traded.

Results
of Operations

During
the quarter ended November 30, 2003, the Company had net sales of $112,347 which was a
decrease of $8,813 or 7% from $121,160 reported in the same quarter for the prior fiscal
year. The decrease between years for the current quarter as compared to the previous
fiscal year is attributable to decreased orders from the Pacific Rim countries due to the
SARS epidemic as well as a general reduction in repeat orders due to the Iraq conflict,
tensions in the Mideast and concerns over the West Nile virus which has led to reduced
cord blood collections and stem cell processing. The amount and timing of orders from
distributors and contract manufacturing orders also impacted the current quarter sales.

The
Company had a net loss of ($35,028) for the quarter ended November 30, 2003 compared to a
net loss of ($36,751) for the same period in the previous fiscal year. The reduced net
loss in the three month reporting period as compared to the loss in the previous fiscal
year results from a reduction in sales as reported above offset by a decrease in cost of
sales and lower operating expenses. On a per share basis, the loss of ($35,028) resulted
in a per share loss of (.009) rounded to ($0.01) for the quarter ended November 30, 2003
compared to a per share loss of ($0.01) in the three months ended November 30, 2002.

The
cost of products sold was $29,930 or 27% of net sales for the three months ended November
30, 2003, as compared to $35,048 or 29% of net sales for the three months ended November
30, 2002. The decreased percentage for the current quarter results from the mix of
products sold to higher margin products as compared to the previous fiscal year.

An
operating loss of ($35,004) was generated for the quarter ended November 30, 2003 compared
to an operating loss of ($36,979) for the same period in the previous fiscal year. The
decrease between years for the three month reporting period results from reduced sales
offset by decreased operating expenses.

The
Company received interest and investment income of $691 during the quarter ended November
30, 2003 as compared to $959 in the prior fiscal year. Investment income is derived
primarily from the investment of the proceeds from recent private placements. The decrease
in investment income during the quarter as compared to the previous year results from
significantly lower interest rates available for investment balances as well as reduced
investment balances as cash is used in operations.

11

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Operating
expenses decreased $5,670 (5%) to $117,421 from $123,091 for the quarter ended November
30, 2003 as compared to the comparable reporting period in the prior fiscal year. The
decrease between the respective reporting periods resulted from lower administrative and
sales and operations expenses.

Research
and development costs decreased by $45 to $35,406 from $35,451 for the three months ended
November 30, 2003 as compared to the three months ended November 30, 2002. The small
decrease between years for the reporting period results from steady expenditures in the
research and development area for both years. The Company expects the costs of research
and development to fluctuate based on the status of preclinical and clinical trials for
ViaStem.

Sales
and operations expenses decreased by $1,087 (4%) to $27,553 from $28,640 for the three
months ended November 30, 2003 as compared the comparable reporting period in the previous
fiscal year. The decrease for the three month reporting period as compared to the
comparable period in the prior fiscal year results from decreased commissions due to
decreased sales and by reduced expenditures in several other areas in the sales and
operations department. The Company expects that sales and operations expenses will
fluctuate based on sales volume, introduction of new products, new studies, and as new
advertising materials are developed.

Administrative
expenses decreased by $4,538 (8%) for the three months ended November 30, 2003 compared to
the comparable period in the previous fiscal year to $54,462 from $59,000 The decrease for
the three month reporting period as compared to the previous fiscal year is due to lower
salaries and benefits and lower depreciation expense offset by higher health insurance
premiums.

Liquidity and Capital Resources

Capital
resources on hand at November 30, 2003 include cash and short-term investments of $79,886
and net working capital of $155,554 This represents a decrease of $38,834 (33%) in cash
and short-term investments and a decrease of $29,892 (16%) in net working capital as
compared to August 31, 2003.

The
Company is leasing approximately 9,500 square feet of office, laboratory and warehouse
space in St. Paul, MN under a seven year lease through April 2004 with an option of two,
five year renewals. There is no guarantee however, that the terms of a new lease will be
equal to or better than the existing lease. The Company moved into the new facility during
March 1997. As partial payment for tenant improvements in the new facility, the Company
borrowed $100,000 from a local bank. In February 2000 the loan was renegotiated with a
different bank. The new loan is secured by a certificate of deposit at this bank. The
interest rate for this loan, currently 4%, is tied to the certificate of deposit rate. The
loan is for a one year term with a maturity in February 2004. The balance of the tenant
improvements over this amount was paid with Company funds.

During
the fourth quarter of fiscal 2001, the Company sold subscriptions for 157,659 units of
common stock and a warrant at $0.47 per unit in a private offering.

The
Company sold additional subscriptions for 53,200 units of common stock and a warrant for
$0.47 in the first quarter of fiscal 2002 and additional subscriptions for 85,106 units of
common stock and a warrant for $0.47 in the second quarter of fiscal 2002.

The
Company intends to pursue additional financing, subject to prevailing market conditions.
There is no guarantee however, that the Company will be able to successfully raise an
adequate amount of additional funds with terms that are favorable to the Company. In
addition, there can be no assurance that the Company will be able to obtain the necessary
FDA approvals for ViaStem.

12

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The
Company anticipates spending approximately $10,000 during fiscal 2004 on capital
expenditures. This does not include costs for preclinical and clinical trials for
ViaStem. Through November 2003 the Company has made no capital expenditures. The Company
believes that its capital resources on hand at November 30, 2003 together with revenues
from product sales, will be sufficient to meet its cash requirements for the fiscal year.

Forward Looking Information

Information
contained in this Form 10-QSB contains  forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be identified
by the use of forward-looking terminology such as may, will,
expect, plan, anticipate, estimate or
continue or the negative thereof or other variations thereon or comparable
terminology. There are certain important factors that could cause results to differ
materially from those anticipated by some of these forward-looking statements. Investors
are cautioned that all forward-looking statements involve risks and uncertainty. The
factors, among others, that could cause actual results to differ materially include the
Companys ability to obtain FDA approval for its clinical products, the ability of
the Company to raise additional capital, the ability of the Company to comply with Section
404 of the Sarbanes-Oxley Act and the ability to execute its business plan.

13

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PART II  OTHER INFORMATION

ITEM I.  LEGAL PROCEEDINGS

The
Company is not presently involved in any material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  (A)   EXHIBITS

| | 31   Section 302 Certification of Officers
| | ------------------------------------------

| | 32   Section 906 Certification of Officers
| | ------------------------------------------

| | (B)   REPORTS
ON FORM 8-K
| | -------------------------

| | None
| | ----

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.

|                          |                                                                |                               |  |                        | 
|------------------------- | -------------------------------------------------------------- | ----------------------------- |  | ---------------------- | 
|                          |                                                                | PROTIDE PHARMACEUTICALS, INC.
|Dated:   January 13, 2004 |                                                                | By:                           |  | /s/   Milo R. Polovina | 
|                          |                                                               
|                          | Milo R. Polovina, President & CEO(Principal Financial Officer) |                              

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