##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB/A
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
 For the transition period from  to
 Commission file number 0-12627
 MEDICAL DISCOVERIES, INC.
  Utah
    
    87-0407858(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
  
  
  þ o
 o þ
   o þ




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##### Table of Contents



Explanatory
Note




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##### 



TABLE OF CONTENTS
 PART IFINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. CONTROLS AND PROCEDURES
    
    
    14PART IIOTHER INFORMATIONITEM 6. EXHIBITS
    
    
    15SIGNATURES
    
    
    16INDEX TO EXHIBITS
    
    
    17EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  - 2 -




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
      - 3 -




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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 June 30,
    
    
    December 31,2005
    
    
    2004(Restated)ASSETSCURRENT ASSETSCash
    
    $
    2,424,197
    
    
    $
    1,455,397Deposits
    
    
    51,100
    
    
    
    51,100Total Current Assets
    
    
    2,475,297
    
    
    
    1,506,497Property and Equipment, Net
    
    
    67,621
    
    
    
    TOTAL ASSETS
    
    $
    2,542,918
    
    
    $
    1,506,497LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable
    
    $
    2,611,343
    
    
    $
    2,448,454Accrued interest payable
    
    
    222,760
    
    
    
    415,262Notes payable
    
    
    56,000
    
    
    
    336,717Convertible notes payable
    
    
    193,200
    
    
    
    193,200Research and development obligation
    
    
    604,900
    
    
    
    Financial instrument
    
    
    3,168,872
    
    
    
    Total Current Liabilities
    
    
    6,857,075
    
    
    
    3,393,633TOTAL LIABILITIES
    
    
    6,857,075
    
    
    
    3,393,633STOCKHOLDERS DEFICITPreferred stock, Series A, convertible; no par value; 50,000 shares
authorized; 42,000 and 12,000 shares issued and outstanding, respectively;
(aggregate liquidation preference of $4,200,000 and $1,200,000, respectively)
    
    
    523,334
    
    
    
    523,334Common stock, no par value; 250,000 shares authorized; 107,829,724 and 105,653,335 shares issued and outstanding, respectively
    
    
    15,246,333
    
    
    
    14,918,657Additional paid-in capital
    
    
    988,670
    
    
    
    3,424,383Deficit accumulated prior to the development stage
    
    
    (1,399,577
    )
    
    
    (1,399,577
    )Deficit accumulated during the development stage
    
    
    (19,672,917
    )
    
    
    (19,353,933
    )Total Stockholders Deficit
    
    
    (4,314,157
    )
    
    
    (1,887,136
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    2,542,918
    
    
    $
    1,506,497
  - 4 -




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##### Table of Contents



MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 From Inceptionof theDevelopment StageFor the Three
    
    
    For the Six
    
    
    on November 20, 1991Months Ended
    
    
    Months Ended
    
    
    ThroughJune 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005(Restated)
    
    
    
    
    
    
    (Restated)
    
    
    
    
    
    
    (Restated)REVENUES
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    157,044COST OF GOODS SOLD
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,564GROSS PROFIT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,480OPERATING EXPENSESGeneral and administrative
    
    
    636,325
    
    
    
    369,270
    
    
    
    888,321
    
    
    
    2,416,963
    
    
    
    16,065,291Research and development
    
    
    118,520
    
    
    
    132,335
    
    
    
    1,670,506
    
    
    
    170,978
    
    
    
    5,219,244Inventory write-down
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,859Impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,709License fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,001,500Total Expenses
    
    
    754,845
    
    
    
    501,605
    
    
    
    2,558,827
    
    
    
    2,587,941
    
    
    
    22,392,603LOSS FROM OPERATIONS
    
    
    (754,845
    )
    
    
    (501,605
    )
    
    
    (2,558,827
    )
    
    
    (2,587,941
    )
    
    
    (22,250,123
    )OTHER INCOME (EXPENSES)Unrealized
gain (loss) on financial instrument
    
    
    2,133,177
    
    
    
    
    
    
    
    1,990,915
    
    
    
    
    
    
    
    1,990,915Interest income
    
    
    9,346
    
    
    
    1,426
    
    
    
    14,910
    
    
    
    3,126
    
    
    
    44,481Interest expense
    
    
    (7,237
    )
    
    
    (33,048
    )
    
    
    (23,135
    )
    
    
    (86,724
    )
    
    
    (1,140,572
    )Foreign currency transaction gain
    
    
    40,900
    
    
    
    
    
    
    
    60,800
    
    
    
    
    
    
    
    60,800Gain on forgiveness of debt
    
    
    196,353
    
    
    
    
    
    
    
    196,353
    
    
    
    
    
    
    
    1,431,889Other income
    
    
    
    
    
    
    720
    
    
    
    
    
    
    
    720
    
    
    
    881,892Total Other Income (Expenses)
    
    
    2,372,539
    
    
    
    (30,902
    )
    
    
    2,239,843
    
    
    
    (82,878
    )
    
    
    3,269,405NET INCOME/(LOSS)
    
    
    1,617,694
    
    
    
    (532,507
    )
    
    
    (318,984
    )
    
    
    (2,670,819
    )
    
    
    (18,980,718
    )Preferred stock dividend from beneficial
conversion feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (692,199
    )NET INCOME (LOSS) APPLICABLE TO COMMON
SHAREHOLDERS
    
    $
    1,617,694
    
    
    $
    (532,507
    )
    
    $
    (318,984
    )
    
    $
    (2,670,819
    )
    
    $
    (19,672,917
    )BASIC EARNINGS/(LOSS) PER SHARE
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.03
    )DILUTED EARNINGS/(LOSS) PER SHARE
    
    $
    0.01
    
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.03
    )
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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 From Inceptionof theFor the Six
    
    
    Development StageMonths Ended
    
    
    on November 20, 1991June 30,
    
    
    Through June 30,2005
    
    
    2004
    
    
    2005(Restated)
    
    
    
    
    
    
    (Restated)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (318,984
    )
    
    $
    (2,670,819
    )
    
    $
    (18,980,718
    )Adjustments to reconcile net loss to
net cash used by operating activities:Foreign currency transaction gain
    
    
    (60,800
    )
    
    
    
    
    
    
    (60,800
    )Gain on debt restructuring
    
    
    (196,353
    )
    
    
    
    
    
    
    (1,431,889
    )Common stock issued for services, expenses,
and litigation
    
    
    18,750
    
    
    
    1,750,954
    
    
    
    4,286,467Commitment for research and development obligation
    
    
    665,700
    
    
    
    
    
    
    
    665,700Depreciation
    
    
    870
    
    
    
    
    
    
    
    101,141Reduction of
escrow receivable from research and development
    
    
    
    
    
    
    
    
    
    
    272,700Unrealized gain on financial instrument
    
    
    (1,990,915
    )
    
    
    
    
    
    
    (1,990,915
    )Stock options and warrants granted
for services
    
    
    
    
    
    
    
    
    
    
    4,811,253Reduction of legal costs
    
    
    
    
    
    
    
    
    
    
    (130,000
    )Write-off of subscriptions receivable
    
    
    
    
    
    
    
    
    
    
    112,500Impairment loss on assets
    
    
    
    
    
    
    
    
    
    
    9,709Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    30,364Write-off of accounts receivable
    
    
    
    
    
    
    
    
    
    
    193,965Note payable issued for litigation
    
    
    
    
    
    
    
    
    
    
    385,000Changes in operating assets and liabilities:Increase in accounts receivable
    
    
    
    
    
    
    
    
    
    
    (7,529
    )Decrease in prepaid expenses
    
    
    
    
    
    
    11,331
    
    
    
    Decrease in deferred charges
    
    
    
    
    
    
    12,077
    
    
    
    Increase in accounts payable
    
    
    162,889
    
    
    
    293,150
    
    
    
    2,455,434Increase in accrued expenses
    
    
    23,134
    
    
    
    2,516
    
    
    
    622,843Net Cash Used by Operating Activities
    
    
    (1,695,709
    )
    
    
    (600,791
    )
    
    
    (8,654,775
    )CASH FLOWS FROM INVESTING ACTIVITIESIncrease in deposits
    
    
    
    
    
    
    
    
    
    
    (51,100
    )Purchase of equipment
    
    
    (68,491
    )
    
    
    
    
    
    
    (200,675
    )Payments received on note receivable
    
    
    
    
    
    
    
    
    
    
    130,000Net Cash Used by Investing Activities
    
    
    (68,491
    )
    
    
    
    
    
    
    (121,775
    )CASH FLOWS
FROM FINANCING ACTIVITIESIssuance of common stock, preferred
stock and warrants for cash
    
    
    3,033,000
    
    
    
    718,504
    
    
    
    10,060,845Contributed equity
    
    
    
    
    
    
    
    
    
    
    131,374Proceeds from notes payable
    
    
    
    
    
    
    
    
    
    
    1,336,613Payments on notes payable
    
    
    (300,000
    )
    
    
    (195,000
    )
    
    
    (801,287
    )Proceeds from convertible notes payable
    
    
    
    
    
    
    
    
    
    
    571,702Payments on convertible notes payable
    
    
    
    
    
    
    
    
    
    
    (98,500
    )Net Cash Provided by Financing Activities
    
    
    2,733,000
    
    
    
    523,504
    
    
    
    11,200,747NET INCREASE IN CASH
    
    
    968,800
    
    
    
    (77,287
    )
    
    
    2,424,197CASH AT BEGINNING OF PERIOD
    
    
    1,455,397
    
    
    
    424,216
    
    
    
    CASH AT END OF PERIOD
    
    $
    2,424,197
    
    
    $
    346,929
    
    
    $
    2,424,197
  - 6 -




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##### Table of Contents



MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 For the SixMonths EndedJune 30,2005
    
    
    2004SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATIONInitial valuation of financial instrument
    
    $
    6,279,829
    
    
    $
    Retirement of notes payable with common stock
    
    $
    
    
    
    $
    175,000
  - 7 -




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MEDICAL DISCOVERIES, INC. AND SUBSIDIARIES
 (A Development Stage Company)
Notes to the Unaudited Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation
 Unaudited Interim Consolidated Financial Statements
  Loss
Per Common share
  Stock Based Compensation
  - 8 -




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Three Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Net
income (loss) applicable to
common shareholders, as
reported
    
    $
    1,617,694
    
    
    $
    (532,507
    )
    
    $
    (318,984
    )
    
    $
    (2,670,819
    )Add: Stock-based employee
compensation expense
included in reported net
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,577,000Deduct: Total stock based
employee compensation
expense determined under
fair value based method for
all awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,916,768
    )Pro forma
net income (loss) applicable
to common shareholders
    
    $
    1,617,694
    
    
    $
    (532,507
    )
    
    $
    (318,984
    )
    
    $
    (3,010,587
    )Basic
earnings (loss) per
share, as reported
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )Diluted
earnings (loss) per share, as reported
    
    $
    0.01
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )Basic
earnings (loss) per
share, pro forma
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )Diluted
earnings (loss) per share, pro forma
    
    $
    0.01
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )
  2005
    
    2004Expected dividend yield
    
    
    N/A
    
    
    
    Risk free interest rate
    
    
    N/A
    
    
    
    3.8
    %Expected volatility
    
    
    N/A
    
    
    
    220
    %Expected life
    
    
    N/A
    
    
    7 yearsWeighted
average fair value per share
    
    
    N/A
    
    
    $
    0.10
 Earnings (Loss) Per Common Share
 For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
    
    $
    1,617,694
    
    
    $
    (532,507
    )
    
    $
    (318,984
    )
    
    $
    (2,670,819
    )Basic weighted-average common shares outstanding
    
    
    107,580,033
    
    
    
    92,393,559
    
    
    
    107,043,413
    
    
    
    88,478,847Effect of dilutive securitiesConvertible notes
    
    
    128,671
    
    
    
    
    
    
    
    
    
    
    
    Convertible preferred stock
    
    
    57,776,847
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    767,936
    
    
    
    
    
    
    
    
    
    
    
    Stock options
    
    
    16,289,969
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted-average common shares
outstanding
    
    
    182,543,456
    
    
    
    92,393,559
    
    
    
    107,043,413
    
    
    
    88,478,847Basic net
earnings (loss) per common share
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )Diluted net earnings (loss) per common share
    
    $
    0.01
    
    
    $
    (0.01
    )
    
    $
    0.00
    
    
    $
    (0.03
    )
  Note 2  Restatement of Financial Statements
   As Previously
    
    Effect ofStated
    
    Restatement
    
    As RestatedFor the Three Months Ended June 30, 2005Operating expenses
    
    $
    754,845
    
    
    $
    
    
    
    $
    754,845Unrealized gain on financial instrument
    
    
    
    
    
    
    2,133,177
    
    
    
    2,133,177Net income (loss)
    
    
    (515,483
    )
    
    
    2,133,177
    
    
    
    1,617,694Net income (loss) applicable to common
shareholders
    
    
    (515,483
    )
    
    
    2,133,177
    
    
    
    1,617,694(Basic income (loss) per common share
    
    
    
    
    
    
    0.02
    
    
    
    0.02Diluted income (loss) per common share
    
    
    
    
    
    
    0.01
    
    
    
    0.01
 As Previously
    
    Effect ofStated
    
    Restatement
    
    As RestatedFor the Six Months Ended June 30, 2005Operating expenses
    
    $
    2,558,827
    
    
    $
    
    
    
    $
    2,558,827Unrealized gain on financial instrument
    
    
    
    
    
    
    1,990,915
    
    
    
    1,990,915Net loss
    
    
    (2,309,899
    )
    
    
    1,990,915
    
    
    
    (318,984
    )Preferred stock dividend from beneficial
conversion feature
    
    
    (1,264,409
    )
    
    
    1,264,409
    
    
    
    Net income (loss) applicable to common
shareholders
    
    
    (3,574,308
    )
    
    
    3,255,324
    
    
    
    (318,984
    )Basic and diluted loss per common share
    
    
    (0.03
    )
    
    
    0.03
    
    
    
    
 As Previously
    
    Effect ofStated
    
    Restatement
    
    As RestatedFrom Inception of the Development Stage on
November 20, 1991 through June 30, 2005Revenues
    
    $
    157,044
    
    
    $
    
    
    
    $
    157,044Cost of goods sold
    
    
    14,564
    
    
    
    
    
    
    
    14,564Operating expenses
    
    
    22,392,603
    
    
    
    
    
    
    
    22,392,603Unrealized gain on financial instrument
    
    
    
    
    
    
    1,990,915
    
    
    
    1,990,915Net loss
    
    
    (20,971,633
    )
    
    
    1,990,915
    
    
    
    (18,980,718
    )Preferred stock dividend from beneficial
conversion feature
    
    
    (1,956,608
    )
    
    
    l,264,409
    
    
    
    (692,199
    )Net loss applicable to common shareholders
    
    
    (22,928,241
    )
    
    
    3,255,324
    
    
    
    (19,672,917
    )
 June 30, 2005As Previously
    
    Effect ofStated
    
    Restatement
    
    As RestatedTotal current liabilities
    
    
    3,688,203
    
    
    
    3,168,872
    
    
    
    6,857,075Total liabilities
    
    
    3,688,203
    
    
    
    3,168,872
    
    
    
    6,857,075Preferred stock
    
    
    1,570,109
    
    
    
    (1,046,775
    )
    
    
    523,334Common stock
    
    
    15,310,407
    
    
    
    (64,074
    )
    
    
    15,246,333Additional paid-in capital
    
    
    6,302,017
    
    
    
    (5,313,347
    )
    
    
    988,670Deficit accumulated during the development stage
    
    
    (22,928,241
    )
    
    
    3,255,324
    
    
    
    (19,672,917
    )Total stockholders equity (deficit)
    
    
    (1,145,285
    )
    
    
    (3,168,872
    )
    
    
    (4,314,157
    )
 Note 3  Going Concern Considerations
  - 9 -




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Note 4
 Issuance of Common Stock, Preferred Stock, Warrants and
Financial Instrument
 Common Stock
  Preferred
Stock and  Warrants
     Financial
Instrument
    Note 5
 Other Significant Events
 SaveCream Asset Purchase
  - 10 -




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##### Table of Contents



   
  
 Formation of MDI Oncology, Inc.
  Settlement of Debt
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
  - 11 -




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##### Table of Contents



Recent Events
 SaveCream Asset Purchase
 Cystic Fibrosis IND.
 Results of Operations
 Revenues and Gross Profit 
 Operating
Expenses and Operating Loss
  - 12 -




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##### Table of Contents



Other
Income/Expense and Net Income/Loss 
  Future
Expectations
 Liquidity and Capital Resources
      - 13 -




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##### Table of Contents



Off-Balance Sheet Arrangements
  Cautionary Statement for Forward Looking Information
    
 ITEM 3. CONTROLS AND PROCEDURES
   - 14 -




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##### Table of Contents



PART II
OTHER INFORMATION
 
 ITEM 6. EXHIBITS
  Number
    
    Exhibit2.1
    
    Sale and Purchase Agreement between Attorney
Hinnerk-Joachim Müller as liquidator of
Savetherapeutics AG i.L. and Medical
Discoveries, Inc. regarding the purchase of the
essential assets of Savetherapeutics AG i.L.
(Exhibits referenced therein will be provided
upon request.)3.1
    
    Amended and Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and
incorporated herein by reference).3.2
    
    Amended Bylaws of the Company (filed as Exhibit
3.2 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31,
1994, and incorporated herein by reference).4.1
    
    Registration Rights Agreement dated October 18,
2004 among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC and Medical Discoveries,
Inc. (filed as Exhibit 4.1 to the Companys Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004,
and incorporated herein by reference).4.2
    
    Registration Rights Agreement dated December 3,
2004 among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC and Medical Discoveries, Inc. (filed as Exhibit 4.2 to the
Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, and incorporated herein by reference).10.1
    
    2002 Stock Incentive Plan adopted by the Board
of Directors as of July 11, 2002 (filed as
Exhibit 10.5 to the Companys Quarterly Report
on Form 10-QSB for the quarter ended June 30,
2002, and incorporated herein by reference).21
    
    Subsidiaries.31.1
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*31.2
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith.
    
    Previously filed. - 15 -




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##### Table of Contents



SIGNATURES
  MEDICAL DISCOVERIES,
INC./s/ Judy M. RobinettJudy M. RobinettPresident and Chief Executive Officer
  - 16 -




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##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Exhibit2.1
    
    Sale and Purchase Agreement between Attorney
Hinnerk-Joachim Müller as liquidator of
Savetherapeutics AG i.L. and Medical
Discoveries, Inc. regarding the purchase of the
essential assets of Savetherapeutics AG i.L.
(Exhibits referenced therein will be provided
upon request.)3.1
    
    Amended and Restated Articles of Incorporation
of the Company (filed as Exhibit 3.1 to the
Companys Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, and
incorporated herein by reference).3.2
    
    Amended Bylaws of the Company (filed as Exhibit
3.2 to the Companys Annual Report on Form
10-KSB for the fiscal year ended December 31,
1994, and incorporated herein by reference).4.1
    
    Registration Rights Agreement dated October 18,
2004 among Monarch Pointe Fund, Ltd., Mercator
Advisory Group, LLC and Medical Discoveries,
Inc. (filed as Exhibit 4.1 to the Companys Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2004,
and incorporated herein by reference).4.2
    
    Registration Rights Agreement dated December 3,
2004 among Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP, Mercator Advisory Group,
LLC and Medical Discoveries, Inc. (filed as Exhibit 4.2 to the
Companys Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004, and incorporated herein by reference).10.1
    
    2002 Stock Incentive Plan adopted by the Board
of Directors as of July 11, 2002 (filed as
Exhibit 10.5 to the Companys Quarterly Report
on Form 10-QSB for the quarter ended June 30,
2002, and incorporated herein by reference).21
    
    Subsidiaries.31.1
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*31.2
    
    Rule 13a-14(a) Certification, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*32.1
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed herewith.
    
    Previously filed. - 17 -