# 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
February 28, 2004 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 March 31, 2004 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
                                                 February 28, 2004


PART I  FINANCIAL INFORMATION

Page



ITEM 1.

Financial Statements



Balance Sheet as of August 31, 2003

and February 28, 2004

3



Statement of Operations  Three months ended

February 28, 2004 and February 28, 2003, and

six months ended February 28, 2004 and

February 28, 2003

5



Statement of Changes in Shareholders Equity

for the year ended August 31, 2003 and the

six months ended February 28, 2004

6



Statement of Cash Flows  Six months ended

February 28, 2004 and February 28, 2003

7



Notes to Financial Statements

8





ITEM 2.

Managements Discussion and Analysis of Financial

Conditions and Results of Operations

9





PART II  OTHER INFORMATION

13

2

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# PART I  FINANCIAL
INFORMATION

ITEM 1  FINANCIAL STATEMENTS

PROTIDE PHARMACEUTICALS, INC.
BALANCE SHEET

|ASSETS                               | February 28,
2004 | August 31,
2003
|------------------------------------ | ----------------- | ---------------
|                                     |                   |                
|(Unaudited)                         
|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       | February 28,
2004 | August 31,
2003
|------------------------------------------ | ----------------- | ---------------
|                                           |                   |                
|(Unaudited)                               
|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)

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

See Notes to Financial Statements

5

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

|                            
|----------------------------
|
|
|                            
|Balance at August 31, 2003  
|Net loss for the period     
|                            
|Balance at February 28, 2004

6

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

|                                                
|------------------------------------------------
|
|
|                                                
|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 TO FINANCIAL
STATEMENTS  February 28, 2004

# 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 February 28, 2004, the Company had investments of $71,500 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
income (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 for the six month period as the results were
antidilutive. For the three month period the inclusion of the 337,000 shares in the
computation of diluted earnings did not change the basic income per share.

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. manufactures and markets proprietary cell biology and various other
standard products for the growth of human and mammalian cells. The Companys
proprietary products consist of serum-free supplements and cell cryopreservation
solutions. The Company also manufactures basal media formulations, a series of buffered
saline solutions, other cell biology reagents, and a variety of custom formulations. Celox
additionally will continue to manufacture contract solutions for manufacturing companies.

During
the first quarter of fiscal 2001 the Company introduced the new product
STEMSOLTM. STEMSOLTM 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. 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. ViaStemTM

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. Viastem currently has gained patent
approval in New Zealand, Australia, Canada, Russia, Mexico, Japan and the European
Community.

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 ViaStemTM product. 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.

9

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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, Inc.,
Costa Mesa, CA. Under the agreement, MP Biomedicals is marketing Celox
TCMTM, TCH, TM-235 serum replacement products as well as
Cellvation. MP Biomedicals manufactures and markets medical and biotechnology
products worldwide.

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.

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

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

Employment
Agreement

On
March 22, 2004 the Company received a letter from Milo R. Polovina, President & CEO
which notified the Company of material breaches in the terms of the employment agreement
between Mr. Polovina and the Company.

Government
Regulations

In
July 2002, the Sarbannes-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 lack of
liquidity of micro-cap stocks and the expected large expense anticipated to be incurred to
comply with Section 404 (both professional fees and filing costs), on March 8, 2004 the
Company filed a Form 15 with the Securities and Exchange Commission (SEC) to terminate
registration of Protide Pharmaceuticals common stock under the Securities Exchange
Act of 1934.

Upon filing
of the Form 15, the obligations of Protide Pharmaceuticals to file with the SEC certain
reports and forms, including 10-KSB, 10-QSB and 8-K ceased. Upon the final effective date
of the Form 15, which is anticipated to be within 90 days of filing, the obligations of
Protide Pharmaceuticals to file proxy statements with the SEC will cease and Protide
Pharmaceuticals common stock will no longer be eligible for quotation on the OTC
Bulletin Board. There is no guarantee that a public market will exist for the common stock
of Protide Pharmaceuticals.

10

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Results
of Operations

During
the quarter ended February 28, 2004, the Company had net sales of $170,197 which was an
increase of $9,300 or 6% from $160,897 reported in the same quarter for the prior fiscal
year. For the six month period ended February 28, 2004, the Company had net sales of
$282,544 versus $282, 057 in the six months ended February 28, 2003. The increase between
years for the three month reporting period as compared to the previous fiscal year is
attributable to an increase in orders from the Pacific Rim countries coupled with and
increase in demand for specialized contract manufacturing. The amount and timing of orders
from distributors also impacted the current quarter sales. The increase for the three
month period ended February 28, 2004 brought the six month sales total up to the same
level as for the six months ended in February, 2003.

The
Company had a net income of $24,663 for the quarter ended February 28, 2004 compared to a
net income of $16,883 for the same period in the previous fiscal year. For the six months
ended February 28, 2004 the Company incurred a loss of ($10,365) as compared to a loss of
($19,868) for the same reporting period in fiscal 2003. The increase in net income in the
three month reporting period as compared to the income of $16,883 in the previous fiscal
year results from a 6% increase in sales as reported above as well by a decrease in
operating expenses. For the six month reporting period the decreased loss was due to level
sales, decreased cost of sales and lower operating expenses. On a per share basis for the
three months ended February 28, 2004, the income of $24,663 resulted in a per share gain
of $0.01 as compared to $0.00 for the quarter ended February 28, 2003. For the six months
ended February 28, 2004 the loss of ($10,365) resulted in ($0.00) per share compared to a
per share loss of ($0.00) in the six months ended February 28, 2003.

The
cost of products sold was $29,328 or 17% of net sales for the three months ended February
28, 2004, as compared to $26,939 or 17% of net sales for the three months ended February
28, 2003. For the six months ended February 28, 2004, the cost of products sold was
$59,258 (21%) versus $61,987 (22%) for the six months ended February 28, 2003. The
decreased percentage for the six month period results from the mix of products sold to
higher margin products as compared to the previous fiscal year.

Operating
income of $24,760 was generated for the quarter ended February 28, 2004 compared to
operating income of $16,766 for the same period in the previous fiscal year. For the six
months ended February 28, 2004 an operating loss of ($10,244) was incurred as compared to
an operating loss of ($20,213) for the six months ended February 28, 2003. The increase in
operating income for the current quarter as compared to the previous fiscal year results
from an increase in sales coupled with a modest decrease in operating expenses. The
decreased loss between years for the six month reporting period results from level sales
and decreased operating expenses.

Operating
expenses decreased $1,083 (1%) to $116,109 from $117,192 for the quarter ended February
28, 2004 as compared to the comparable reporting period in the prior fiscal year.
Operating expenses decreased $6,753 (3%) to $233,530 from $240,283 for the six months
ended February 28, 2003. The decrease between the respective three month and six month
reporting periods resulted from lower administrative expenses offset by increased sales
and operations expenses.

Research
and development costs decreased by $26 to $37,644 from $37,670 for the three months ended
February 28, 2004 as compared to the three months ended February 28, 2003. For the six
months ended February 28, 2004 research and development cost decreased by $71 to $73,050
from $73,121. The small decrease between years for the both reporting periods results from
steady expenditures in the research and development area for the respective years. The
Company expects the costs of research and development to fluctuate based on the status of
preclinical and clinical trials for ViaStemTM.

11

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Sales
and operations expenses increased by $2,554 (9%) to $30,403 from $27,849 for the three
months ended February 28, 2004 as compared the comparable reporting period in the previous
fiscal year. For the six months ended February 28, 2004 sales and operations expenses
increased $1,467 (3%) to $57,956 from $56,489. The increase for the three month reporting
period as compared to the comparable period in the prior fiscal year results from
increased commissions due to increased sales and by increased shipping supplies
expenditures. The increase seen in the six month reporting period resulted from increased
freight charges and shipping supplies. 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 $3,611 (7%) for the three months ended February 28, 2004 compared to
the comparable period in the previous fiscal year to $48,062 from $51,673 For the six
month reporting period administrative expenses decreased by $8,149 to $102,524 from
$110,673. The decrease for the three month as well as for the six month reporting period
as compared to the previous year is due to lower salaries & benefits and lower
depreciation expense offset by higher health insurance premiums.

# Liquidity and Capital
Resources

Capital
resources on hand at February 28, 2004 include cash and short-term investments of $109,698
and net working capital of $185,355 This represents a decrease of $9,022 (8%) in cash and
short-term investments and a decrease of $91 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. The lease was extended
for a two (2) year period beginning April 1, 2004. 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. The 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
2005.

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 ViaStemTM. If required future financing is unavailable for
any reason, the Company may be forced to discontinue operations.

The
Company anticipates spending approximately $10,000 during fiscal 2004 on capital
expenditures. This does not include costs for preclinical and clinical trials for
ViaStemTM. Through February 2004 the Company has made no capital expenditures.
The Company believes that its capital resources on hand at February 28, 2004 with revenues
from product sales, will be sufficient to meet its cash requirements for the fiscal year,
however, additional capital will be required to fund future operations and product
testing.

# 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 and the ability to execute its business plan.

12

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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
| | -----------------------

| | On
March 8, 2004 the Company filed a Form 8-K which disclosed a Form 15 filing with the SEC
to terminate the registration of its common stock under the Securities and Exchange Act of
1934. Concurrently, the Company filed as an exhibit a Press Release announcing the filing
of the Form 15.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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: April 13, 2004 |  | By: /S/ Milo R. PolovinaMilo R. Polovina, President & CEO (Principal Financial Officer) | 

13

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