UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                Amendment No. 1 to Form 10-K filed March 31, 2005

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934



For the fiscal year ended December 31, 2004

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number                                             00-26363

                                IPIX CORPORATION

             (Exact name of registrant as specified in its charter)

       DELAWARE                                             52-2213841

 State or other jurisdiction                              (IRS Employer
incorporation or organization                           Identification No.)

         8000 Towers Crescent Drive, Suite 1350, Vienna, Virginia 22182
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (703)847-3660
                                _________________

        Securities registered pursuant to Section 12(b) of the Act: None.

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

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

Yes [X]  No [  ]

<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

[  ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2)

Yes [ X ] No [ ]The aggregate  market value of the voting and non-voting  common
equity  held by  non-affiliates  of the  registrant  as of  June  30,  2004  was
$251,702,365 (based on the last sale price of $13.98).

The number of shares  outstanding of the registrant's  common stock,  $0.001 par
value, as of March 1, 2005 was 22,077,281.

DOCUMENTS INCORPORATED BY REFERENCE

Portions  of the  registrant's  Proxy  Statement  for the  Annual  Stockholders'
Meeting to be held on or about May 13, 2005, to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended,  are incorporated by reference into Part III of this report
on Form 10-K. Such Proxy  Statement,  except for the portions  thereof which are
specifically  incorporated herein by reference,  shall not be deemed "filed" for
purposes of this report on Form 10-K.



                                       2
<PAGE>

                                EXPLANATORY NOTE

This  Amendment No. 1 (this  "Amendment")  to the Form 10-K of IPIX  Corporation
("IPIX",  the "Company",  "we",  "our", or "us") for the year ended December 31,
2004 (the "Form 10-K"),  which was originally  filed on March 31, 2005, is being
filed to include  Management's Annual Report on Internal Controls over Financial
Reporting and our Independent  Registered Public Accounting Firm's Assessment of
that report.  ITEM 9A.  "CONTROLS  AND  PROCEDURES"  has been amended to include
these reports and Item 15 has been amended to reflect the filing of the relevant
exhibits with this Amendment and no other sections were affected. This Amendment
is filed pursuant to Securities and Exchange  Commission  Release No.  34-50754,
which provides an extension for the filing of these items.

This Amendment does not affect the original financial statements or footnotes as
originally  filed.  This amendment does not reflect events  occurring  after the
original  filing of the Form 10-K, and does not modify or update the disclosures
therein in any way other than as required to reflect the amendments as described
above and set forth below.

Item 9A.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.  The Company's management,
with the  participation  of the  Company's  chief  executive  officer  and chief
financial officer,  have evaluated the effectiveness of the design and operation
of the Company's  disclosure controls and procedures (as defined in Exchange Act
Rule  13a-14(c))  as of the end of the period  covered by this annual  report on
Form 10-K/A.  Based on that  evaluation,  the chief executive  officer and chief
financial  officer have  concluded  that the Company's  disclosure  controls and
procedures  were not  effective  due to  material  weaknesses  in the  Company's
internal control over financial reporting as discussed below.

(b)  Management's  Annual Report on Internal  Control over Financial  Reporting.
Management,  including  the Company's  CEO and CFO, has the  responsibility  for
establishing and maintaining adequate internal control over financial reporting,
as defined in Exchange  Act Rule  13a-15(f).  Internal  control  over  financial
reporting is a process  designed by, or under the  supervision of, the Company's
principal  executive and principal  financial  officers,  or persons  performing
similar  functions and effected by the Company's Board of Directors,  management
and other personnel,  to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes in accordance  with  accounting  principles  generally  accepted in the
United States of America ("GAAP"). Because of its inherent limitations, internal
control over  financial  reporting may not prevent or detect  misstatements.  In
addition,  projections of any evaluation of  effectiveness to future periods are
subject to the risk that controls may become inadequate or insufficient  because
of changes in operating  conditions,  or that the degree of compliance  with the
policies or procedures may deteriorate.

A control  deficiency  exists when the design or operation of a control does not
allow  management  or  employees,  in the ordinary  course of  performing  their
assigned  functions,  to prevent or detect  misstatements  on a timely basis.  A
significant  deficiency  is a control  deficiency,  or  combination  of  control
deficiencies,   that  adversely  affects  the  Company's  ability  to  initiate,
authorize,  record,  process,  or report  external  financial  data  reliably in
accordance  with GAAP,  such that there is a more than remote  likelihood that a
misstatement  of the Company's  annual or interim  financial  statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a control deficiency, or combination of control deficiencies, that results in
more than a remote  likelihood  that a  material  misstatement  of the annual or
interim financial statements will not be prevented or detected.

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<PAGE>

We have completed our evaluation and testing of internal  control over financial
reporting in accordance with the Internal Control - Integrated  Framework issued
by the Committee of Sponsoring  Organizations of the Treadway Commission.  Based
on this  evaluation,  management  concluded  that the Company  did not  maintain
effective  internal  control  over  financial   reporting  because  of  material
weaknesses identified in the following areas:

1. Period-end  close process
2. Purchases and accounts payable
3. Inventory
4. Revenue and receivables
5. Information technology

Period-end Close Process

As of December 31, 2004, the Company did not maintain effective internal control
over its  period-end  close  process.  The  material  weaknesses  identified  by
management  were  primarily  due  to  inadequate   resources  and  expertise  in
accounting  necessary to complete an orderly and accurate year-end close process
as a result of the substantial  reorganization  of the Company being effected at
year-end and the resignation of the chief financial officer on January 21, 2005.
The following  specific control  deficiencies  related to the preparation of the
Company's  financial  statements  have been  identified and  individually  or in
combination result in more that a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected:

    -     Management  improperly  classified  and  accounted for the sale of the
          AdMission business unit that occurred subsequent to year-end.
    -     As  part  of the  fourth  quarter  close  process,  senior  management
          including business unit managers did not meet to review and discuss in
          detail the operating results of the fourth quarter. This is considered
          by management to be a key control  relating to the proper  recognition
          and classification of revenue and expenses.
    -     In preparing the year-end  financial  statements,  management  did not
          complete a financial statement disclosure checklist.  o There was lack
          of  sufficient  evidence  that  management  performed a review for all
          related party transactions.
    -     There was lack of evidence that  management  referenced  the financial
          statements to supporting  documentation  and verified the mathematical
          accuracy of the financial statements prior to filing the Form 10-K.
    -     Controls  relating to the review and approval of journal  entries were
          not adequately documented or tested.

The identified  control  deficiencies  resulted in certain audit adjustments to,
and additional disclosures made in, the Company's 2004 financial statements.

Purchases and Accounts Payable

As of December 31, 2004, the Company did not maintain effective internal control
over its purchases and payables.  The following  specific  control  deficiencies
related to purchases and accounts  payable have been identified and individually
or in  combination  result  in more  that a remote  likelihood  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected:

    -     Controls  relating to wire transfers and interbank  transfers were not
          documented and tested as of year-end by management.


                                       4
<PAGE>

    -     There  was  lack of  sufficient  evidence  that the  authorized  check
          signers adequately reviewed supporting  documentation during the check
          signing  process,  and the  testing of the  related  controls  was not
          adequate.
    -     Controls relating to the proper cutoff of accounts payable at year-end
          were not  documented  or tested by  management.  Additionally,  signed
          checks are returned to the preparer  after they have been signed which
          creates  an  incompatible  duty  that was not  mitigated  by  adequate
          compensating controls.
    -     The  Company  does not  maintain  or  periodically  review an approved
          vendor list.
    -     The Company did not maintain written  policies and procedures  related
          to purchases and accounts payable.

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However, these control deficiencies could result in unauthorized or
erroneous cash disbursements  that are not prevented or detected.  Additionally,
the  control  deficiencies  could  result  in the  Company  not  completely  and
accurately recording expenses in the proper period.

Inventory

As of December 31, 2004, the Company did not maintain effective internal control
over inventory.  The Company  remediated  identified  inventory  related control
deficiencies  through  December 2004. These  deficiencies  were considered to be
material weaknesses. The remediated controls, however, had not been in operation
for a  sufficient  period of time to  enable  management  to  obtain  sufficient
evidence about their operating  effectiveness.  The following  specific  control
deficiencies  related to inventory have been  identified and  individually or in
combination result in more that a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected:

    -     Controls  relating to the  approval of  inventory  purchases  were not
          adequately documented or tested.
    -     Controls  to ensure  inventory  receipts  are  properly  received  and
          accounted for were not adequately documented or tested.
    -     Controls relating to inventory counts and the reconciliations  between
          accounting records and inventory counts were not adequately documented
          or tested.  Specifically,  the  Company  did not  maintain  documented
          inventory  count  instructions,  and  there  was a lack of  sufficient
          evidence that inventory reconciliations were performed and reviewed by
          appropriate personnel.
    -     Controls  relating to the proper  costing and  valuation  of inventory
          were not adequately documented or tested.

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However,  these control deficiencies could result in the failure to
adequately  identify,  document and analyze the conditions that should have been
considered relative to the existence and expected recoverability of inventory.

Receivables and Revenue

As of December 31, 2004, the Company did not maintain effective internal control
over receivables and revenue. The Company remediated identified  receivables and
revenue related control  deficiencies  through December 2004. These deficiencies
were considered to be material weaknesses. The remediated controls, however, had
not been in operation  for a sufficient  period of time to enable  management to

                                       5
<PAGE>

obtain sufficient  evidence about their operating  effectiveness.  The following
specific  control  deficiencies  related to  receivables  and revenue  have been
identified  and  individually  or in  combination  result  in more that a remote
likelihood  that a material  misstatement  of the  annual or  interim  financial
statements will not be prevented or detected:

    -     Controls relating to contract review,  customer price lists,  customer
          discounts and customer credit checks were not adequately documented or
          tested.
    -     Controls  relating to the review,  approval and acceptance of customer
          sales orders were not adequately documented or tested.
    -     Controls to ensure all sales to customers are timely invoiced were not
          adequately documented or tested.
    -     Controls to ensure  revenue is properly  recorded in the period earned
          were not documented or tested.
    -     Controls to ensure  that sales  returns and  allowances  are  properly
          estimated and recorded were not documented or tested.
    -     Controls  relating  to the receipt and  application  of customer  cash
          receipts were not documented or tested.

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However,  these control deficiencies could result in the failure to
accurately record revenue in the proper period.

Information Technology

As of December 31, 2004, the Company did not maintain  effective control related
to its computer data backup and restore practices.  The Company does not perform
data backups onto removable  media (e.g.,  tape or portable disk) which are then
stored  offsite.  The Company did not perform and retain  month-end  or year-end
data  backups  of any of its  computer  systems  including  the  accounting  and
financial systems. This deficiency could result in the Company not being able to
successfully  restore  critical  databases  to a recent  point in time,  thereby
causing serious delays or even incorrect data in the financial reporting system.

As of  December  31,  2004,  the  Company did not  maintain  effective  controls
relating to security of its  accounting  and  financial  systems.  The Company's
practices do not meet the control  objective of a  comprehensive  assessment  of
security.  Regular monitoring of security devices,  logging of security activity
and reporting of security incidents or breaches to management are not performed.
Additionally,  the Company does not require regular password changes for the key
financial reporting systems.  Unauthorized access could lead to compromised data
and  business  functionality  or  loss  of  information  assets.   Additionally,
unauthorized activity could impact data integrity and financial reporting.

Armanino McKenna LLP, the independent registered public accounting firm who also
audited the  Company's  consolidated  financial  statements,  has issued its own
attestation  report on management's  assessment of the effectiveness of internal
control  over  financial  reporting  as of  December  31,  2004,  which is filed
herewith.

(c) Changes in  Internal  Controls.  The  discussion  below under  "Management's
Remediation  Initiatives"  describes the material  planned and actual changes to
the  Company's  internal  control  over  financial  reporting  during the fourth
quarter of 2004 and subsequent to December 31, 2004 that materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial  reporting.  As  described  above  in  paragraph  (b) of Item 9A under
Management's  Annual Report on Internal  Control over Financial  Reporting,  the
Company  identified  material  weaknesses in the Company's internal control over
financial  reporting  and, as described  below in paragraph (d) of this Item 9A,
the Company has made,  and plans to make,  changes to its internal  control over
financial reporting.

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<PAGE>

(d) Management's Remediation Initiatives.

In response to the matters discussed in "Management's  Annual Report on Internal
Control Over Financial Reporting" above, the Company plans to continue to review
and make  necessary  changes to the overall  design of its control  environment,
including the roles and  responsibilities  of each  functional  group within the
organization  and  reporting  structure,  as well as policies and  procedures to
improve the overall  internal control over financial  reporting.  In particular,
the Company has  implemented,  and plans to implement  during 2005, the specific
measures described below to remediate the material  weaknesses  described above.
The Company plans to continue to review and make changes to its internal control
environment  as it deems  appropriate  or necessary  to  remediate  the material
weaknesses described herein.

Period-End Close Process.- To address these material weaknesses,  we appointed a
new chief financial officer, a controller and an assistant  controller in April,
2005. In addition,  the Company is seeking to add additional accounting staff at
the corporate level. The Company plans to schedule training for accounting staff
to heighten awareness of generally accepted  accounting  principles and to adopt
more rigorous policies and procedures  regarding the review and approval process
for complex calculations and unusual transactions.

The Company plans to implement a periodic report  checklist,  which will require
the  signature  of the  Controller.  The Company  will  assign to the  Assistant
Controller responsibility for referencing the financial statements to supporting
documentation   and  verifying  the  mathematical   accuracy  of  the  financial
statements  prior to the filing of any  periodic  report.  The Company  plans to
adopt  documentation  and testing of controls to require the appropriate  review
and approval of journal entries.  Additionally,  the chief financial officer and
controller will be required to review all related party transactions and to note
such review on the periodic report checklist.

As part  of the  reorganization  of the  Company's  business,  the  Company  has
eliminated, in 2005, the positions of business unit general manager. The Company
plans to utilize the  operational  expertise of Chief Executive  Officer,  Chief
Financial Officer,  and Controller to identify expenses and liabilities in order
to  ensure  that the  Company's  expenses  are  appropriately  reflected  in the
financial statements.

Purchases and Accounts Payable -- With regard to the Company's internal controls
related to wire transfers, the Company plans to document and test these controls
during the second fiscal quarter of 2005.  The Company plans to conduct  testing
of controls requiring that authorized check signers adequately review supporting
documentation  during the check  signing  process and  require  evidence of such
process be maintained for future review.  Controls to require  monthly review of
accruals  for  accounts  payable  are  planned  to be  implemented  and  tested.
Additionally, the Company plans to implement controls requiring that an approved
vendor list be  maintained  and  reviewed  periodically  by the chief  financial
officer or controller.  The Company plans to document and test written  policies
and procedures related to purchases and accounts payable.

Inventory  -  Through   December   2004,  the  Company   remediated   identified
inventory-related control deficiencies by implementing documentation to evidence
controls relating to the approval of inventory purchases, the proper receipt and
accounting of inventory  receipts,  the reconciliation of accounting records and
inventory counts and the proper costing and valuation of inventory.  The Company
plans to test these controls in order to obtain sufficient  evidence about their
operating  effectiveness.  The Company will continue to evaluate  these controls
and may in the future implement additional measures based on the results of such
testing.

Receivables  and Revenue - The Company  remediated  identified  receivables  and
revenue related control  deficiencies by implementing  documentation of controls
relating  to the  matters  described  above in  "Management's  Annual  Report on
Internal  Control Over  Financial  Reporting -  Receivables  and  Revenue."  The
Company  plans to test these  controls  in order to obtain  sufficient  evidence

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<PAGE>

about their operating effectiveness. The Company will continue to evaluate these
controls  and may in the  future  implement  additional  measures  based  on the
results of such testing.

Information  Technology - To remediate  the  identified  information  technology
related  control  deficiencies,  the Company  plans to  implement a security and
backup  recovery  plan  which  will  address  each of the  control  deficiencies
described  above  in  "Management's  Annual  Report  on  Internal  Control  Over
Financial  Reporting -  Information  Technology."  The Company will  continue to
evaluate  these  controls and may in the future  implement  additional  measures
based on results of such testing.

(e) Report of Independent Registered Public Accounting Firm.


To the Board of Directors and Stockholders of
IPIX Corporation

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's   Annual  Report  on  Internal  Control  Over  Financial  Reporting
appearing under Item 9A - Controls and Procedures,  that IPIX  Corporation  (the
"Company") did not maintain effective internal control over financial  reporting
as of December 31, 2004, because the Company did not maintain effective internal
controls over their  period-end close process,  purchases and accounts  payable,
inventory, receivables and revenue and information technology, based on criteria
established in Internal  Control - Integrated  Framework issued by the Committee
of Sponsoring  Organizations of the Treadway  Commission  (COSO).  The Company's
management  is  responsible  for  maintaining  effective  internal  control over
financial  reporting  and for its  assessment of the  effectiveness  of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion of the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness  of internal control and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with accounting  principles generally accepted in the United States. A company's
internal control over financial reporting includes those policies and procedures
that (1) pertain to the  maintenance  of records  that,  in  reasonable  detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company;  (2) provide reasonable assurance that transactions are recorded as
necessary to permit  preparation  of financial  statements  in  accordance  with
accounting principles generally accepted in the United States, and that receipts
and  expenditures  of the  company  are  being  made  only  in  accordance  with
authorizations  of  management  and  directors of the  company;  and (3) provide
reasonable  assurance  regarding  prevention or timely detection of unauthorized
acquisition,  use or  disposition  of the  company's  assets  that  could have a
material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  that  results  in more than a remote  likelihood  that a material

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<PAGE>

misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in management's assessment:

Period-end Close Process

As of December 31, 2004, the Company did not maintain effective internal control
over its  period-end  close  process.  The  material  weaknesses  identified  by
management  were  primarily  due  to  inadequate   resources  and  expertise  in
accounting  necessary to complete an orderly and accurate year-end close process
as a result of the substantial  reorganization  of the Company being effected at
year-end and the resignation of the chief financial officer on January 21, 2005.
The following  specific control  deficiencies  related to the preparation of the
Company's  financial  statements  have been  identified and  individually  or in
combination result in more that a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected:

    -     Management  improperly  classified  and  accounted for the sale of the
          AdMission business unit that occurred subsequent to year-end.
    -     As  part  of the  fourth  quarter  close  process,  senior  management
          including business unit managers did not meet to review and discuss in
          detail the operating results of the fourth quarter. This is considered
          by management to be a key control  relating to the proper  recognition
          and classification of revenue and expenses.
    -     In preparing the year-end  financial  statements,  management  did not
          complete a financial statement disclosure checklist.
    -     There was lack of  sufficient  evidence  that  management  performed a
          review for all related party transactions.
    -     There was lack of evidence that  management  referenced  the financial
          statements to supporting  documentation  and verified the mathematical
          accuracy of the financial statements prior to filing the Form 10-K.
    -     Controls  relating to the review and approval of journal  entries were
          not adequately documented or tested.

The identified  control  deficiencies  resulted in certain audit adjustments to,
and additional disclosures made in, the Company's 2004 financial statements.

Purchases and Accounts Payable

As of December 31, 2004, the Company did not maintain effective internal control
over its purchases and payables.  The following  specific  control  deficiencies
related to purchases and accounts  payable have been identified and individually
or in  combination  result  in more  that a remote  likelihood  that a  material
misstatement of the annual or interim financial statements will not be prevented
or detected:

    -     Controls  relating to wire transfers and interbank  transfers were not
          documented and tested as of year-end by management.
    -     There  was  lack of  sufficient  evidence  that the  authorized  check
          signers adequately reviewed supporting  documentation during the check
          signing  process,  and the  testing of the  related  controls  was not
          adequate.
    -     Controls relating to the proper cutoff of accounts payable at year-end
          were not  documented  or tested by  management.  Additionally,  signed
          checks are returned to the preparer  after they have been signed which
          creates  an  incompatible  duty  that was not  mitigated  by  adequate
          compensating controls.
    -     The  Company  does not  maintain  or  periodically  review an approved
          vendor list.
    -     The Company did not maintain written  policies and procedures  related
          to purchases and accounts payable.

                                       9
<PAGE>

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However, these control deficiencies could result in unauthorized or
erroneous cash disbursements  that are not prevented or detected.  Additionally,
the  control  deficiencies  could  result  in the  Company  not  completely  and
accurately recording expenses in the proper period.

Inventory

As of December 31, 2004, the Company did not maintain effective internal control
over inventory.  The Company  remediated  identified  inventory  related control
deficiencies  through  December 2004. These  deficiencies  were considered to be
material weaknesses. The remediated controls, however, had not been in operation
for a  sufficient  period of time to  enable  management  to  obtain  sufficient
evidence about their operating  effectiveness.  The following  specific  control
deficiencies  related to inventory have been  identified and  individually or in
combination result in more that a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected:

    -     Controls  relating to the  approval of  inventory  purchases  were not
          adequately documented or tested.
    -     Controls  to ensure  inventory  receipts  are  properly  received  and
          accounted for were not adequately documented or tested.
    -     Controls relating to inventory counts and the reconciliations  between
          accounting records and inventory counts were not adequately documented
          or tested.  Specifically,  the  Company  did not  maintain  documented
          inventory  count  instructions,  and  there  was a lack of  sufficient
          evidence that inventory reconciliations were performed and reviewed by
          appropriate personnel.
    -     Controls  relating to the proper  costing and  valuation  of inventory
          were not adequately documented or tested.

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However,  these control deficiencies could result in the failure to
adequately  identify,  document and analyze the conditions that should have been
considered relative to the existence and expected recoverability of inventory.

Receivables and Revenue

As of December 31, 2004, the Company did not maintain effective internal control
over receivables and revenue. The Company remediated identified  receivables and
revenue related control  deficiencies  through December 2004. These deficiencies
were considered to be material weaknesses. The remediated controls, however, had
not been in operation  for a sufficient  period of time to enable  management to
obtain sufficient  evidence about their operating  effectiveness.  The following
specific  control  deficiencies  related to  receivables  and revenue  have been
identified  and  individually  or in  combination  result  in more that a remote
likelihood  that a material  misstatement  of the  annual or  interim  financial
statements will not be prevented or detected:

    -     Controls relating to contract review,  customer price lists,  customer
          discounts and customer credit checks were not adequately documented or
          tested.
    -     Controls  relating to the review,  approval and acceptance of customer
          sales orders were not adequately documented or tested.
    -     Controls to ensure all sales to customers are timely invoiced were not
          adequately documented or tested.

                                       10
<PAGE>

    -     Controls to ensure  revenue is properly  recorded in the period earned
          were not documented or tested. o Controls to ensure that sales returns
          and allowances are properly estimated and recorded were not documented
          or tested.
    -     Controls  relating  to the receipt and  application  of customer  cash
          receipts were not documented or tested.

The identified  control  deficiencies did not result in audit adjustments to the
2004  financial  statements  or  restatements  of  previously  issued  financial
statements.  However,  these control deficiencies could result in the failure to
accurately record revenue in the proper period.

Information Technology

As of December 31, 2004, the Company did not maintain  effective control related
to its computer data backup and restore practices.  The Company does not perform
data backups onto removable  media (e.g.,  tape or portable disk) which are then
stored  offsite.  The Company did not perform and retain  month-end  or year-end
data  backups  of any of its  computer  systems  including  the  accounting  and
financial systems. This deficiency could result in the Company not being able to
successfully  restore  critical  databases  to a recent  point in time,  thereby
causing serious delays or even incorrect data in the financial reporting system.

As of  December  31,  2004,  the  Company did not  maintain  effective  controls
relating to security of its  accounting  and  financial  systems.  The Company's
practices do not meet the control  objective of a  comprehensive  assessment  of
security.  Regular monitoring of security devices,  logging of security activity
and reporting of security incidents or breaches to management are not performed.
Additionally,  the Company does not require regular password changes for the key
financial reporting systems.  Unauthorized access could lead to compromised data
and  business  functionality  or  loss  of  information  assets.   Additionally,
unauthorized activity could impact data integrity and financial reporting.

These material weaknesses were considered in determining the nature,  timing and
extent of audit tests  applied in our audit of the 2004  consolidated  financial
statements,  and this report does not affect our report  dated March 30, 2005 on
those consolidated financial statements.

In our opinion,  management's  assessment that IPIX Corporation did not maintain
effective internal control over financial  reporting as of December 31, 2004, is
fairly  stated,  in all  material  respects,  based on criteria  established  in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also in our opinion, because of
the effect of the material weaknesses  described above on the achievement of the
objectives  of  the  control  criteria,  IPIX  Corporation  has  not  maintained
effective  internal  control over  financial  reporting as of December 31, 2004,
based on criteria  established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



/s/ ARMANINO McKENNA  LLP

San Ramon, California

April 27, 2005




                                       11
<PAGE>


Item 15.  Exhibits and Financial Statement Schedules.

   (a)

         (1) See documents filed as part of the Form 10-K originally filed.

         (2) See schedules  provided as part of the Form 10-K  originally filed.

   (c)   Exhibits.  The following exhibits are filed herewith or incorporated by
         reference:

Exhibit
Number                         Description
-------                        -----------

3.1         Amended and Restated Certificate of Incorporation of the Registrant
            (incorporated herein by reference to Form S-1 as declared effective
            on August 25, 1999 (File No. 333-80639)).

3.1(a)      Amendment to the Amended and Restated Certificate of Incorporation
            of the Registrant (incorporated herein by reference to Form S-1 as
            filed with the Commission on March 17, 2000).

3.2         Amended and Restated Bylaws of the Registrant (incorporated herein
            by reference to Form 10-Q as filed with the Commission on November
            14, 2000).

3.3         Certificate of Designations of Series A Junior Participating
            Preferred Stock (incorporated herein by reference to Form 8-A as
            filed with the Commission on November 2, 2000).

3.3         Amended  Certificate  of  Designations  of Series B Preferred Stock
            (incorporated  herein by reference to Form 8-K as filed with the
            Commission on October 3, 2001).

4.1         Form of certificate representing the common stock, $.001 par value
            per share of IPIX Corporation (incorporated herein by reference to
            Form 10-K as filed with the Commission on March 29, 2000).

4.2         Rights Agreement dated October 31, 2000 between IPIX Corporation and
            EquiServe (incorporated herein by reference to Form 8-A as filed
            with the Commission on November 2, 2000).

4.3         Registration Rights Agreement dated May 14, 2001 between IPIX
            Corporation and Image Investors Portfolio, a separate series of
            Memphis Angels, LLC (incorporated herein by reference to Form 8-K as
            filed with the Commission on May 29, 2001).

4.4         Registration Rights Agreement dated April 4, 2004 between IPIX
            Corporation and institutional investors named therein (incorporated
            by reference to Form 8-K as filed with the Commission on April 7,
            2004).

10.1*       Employment Agreement dated July 1, 2001, between IPIX Corporation
            and Donald W. Strickland (incorporated herein by reference to Form
            10-Q as filed with the Commission on August 14, 2001).

                                       12
<PAGE>

10.2*       Employment Agreement dated July 1, 2001, between IPIX Corporation
            and Paul A. Farmer (incorporated herein by reference to Form 10-Q as
            filed with the Commission on August 14, 2001).

10.3*       Employment Agreement dated July 1, 2001 between IPIX Corporation and
            Sarah Pate (incorporated herein by reference to Form 10-K as filed
            with the Commission on March 31, 2003).

10.4        Reserved

10.5*       Amended and Restated IPIX  Corporation  2001 Equity Incentive
            Plan  (incorporated  herein by reference to Form S-8 as filed
            with the Commission on January 16, 2002).

10.6*       Amended and Restated 1997 Equity Compensation Plan (incorporated
            herein by reference to Form S-4 as declared effective on December
            16, 1999 (File No. 91139).

10.7*       Amended and Restated 1998 Employee, Director and Consultant Stock
            Plan (incorporated herein by reference to Form S-4 as declared
            effective on December 16, 1999 (File No. 91139)).

10.8*       1999 Employee Stock Purchase Plan (incorporated herein by reference
            to Form S-4 as declared effective on December 16, 1999 (File No.
            91139)

10.9*       2000 Equity Incentive Plan (incorporated herein by reference to Form
            S-8 as declared effective on June 27, 2000 (File No. 333-40160).

10.10*      PictureWorks Technology, Inc. 1994 Stock Option Plan (incorporated
            herein by reference to Form S-8 as declared effective on May 2, 2000
            (File No. 333-36068))

10.11*      PictureWorks Technology, Inc. 1996 Stock Option Plan (incorporated
            herein by reference to Form S-8 as declared effective on May 2, 2000
            (File No. 333-36068))

10.12*      PictureWorks Technology, Inc. 1997 Stock Option Plan (incorporated
            herein by reference to Form S-8 as declared effective on May 2, 2000
            (File No. 333-36068))

10.13       Form of Indemnification Agreement between the Registrant and each of
            its directors and officers (incorporated herein by reference to
            Form S-1 as declared effective on August 25, 1999 (File No.
            333-80639)).

10.14*      Separation Agreement dated September 16, 2004, between IPIX
            Corporation and Donald W. Strickland (incorporated by reference to
            Form 8-K as filed with the Commission on September 21, 2004).

10.15 *     Employment Agreement dated September 16, 2004 between IPIX
            Corporation and Clara M. Conti (incorporated herein by reference to
            Form 10-Q as filed with the Commission on November 15, 2004).

                                       13
<PAGE>

10.16*      Separation Agreement dated January 25, 2005, between IPIX
            Corporation and Paul A. Farmer (incorporated herein by reference to
            Form 8-K as filed with the Commission on January 31, 2005).
10.17##     Lease dated February 3, 2005,  between IPIX  Corporation  and
            Oak Ridge Technical Center Partners - One, LP
10.18       Patent Purchase, License and Repurchase Agreement dated February 11,
            2005, between IPIX Corporation and AdMission Corporation
            (incorporated by reference to Form 8-K filed with the Commission on
            February 17, 2005).
10.19       Trademark/Service Mark License Agreement dated February 11, 2005,
            between IPIX Corporation and AdMission Corporation (incorporated by
            reference to Form 8-K filed with the Commission on February 17,
            2005).
14.1        Code of Ethics for Chief Executive Officer and Senior Financial
            Officers (incorporated by reference to Form 10-K filed with the
            Commission on March 30, 2004)
14.2        Code of Business Conduct and Ethics (incorporated by reference to
            Form 10-K filed with the Commission on March 30, 2004)

16.1        Letter dated June 15, 2004 regarding change in certifying accountant
            (incorporated by reference to Form 8-K filed with the Commission on
            June 18, 2004).
21.1        Subsidiaries of the Registrant (incorporated herein by reference to
            Form 10-K filed with the Commission on March 31, 2003).

23.1##      Consent of PricewaterhouseCoopers LLP

23.2##      Consent of Armanino McKenna LLP
23.3#       Consent of Armanino McKenna LLP
24.1        Power of Attorney (previously included on page 28 of Form 10-K filed
            on March 31, 2005)

31.1##      Certification  of Chief  Executive  Officer  pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.

31.2##      Certification  of Chief  Financial  Officer  pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.
31.3#       Certification  of Chief  Executive  Officer  pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.

31.4#       Certification  of Chief  Financial  Officer  pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.
32##        Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Executive  Compensation  Plan or Agreement
# Filed Herewith
## Previously filed with Form 10-K on March 31, 2005.


                                       14
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       IPIX CORPORATION
                                       By: /s/Clara M. Conti
                                          ------------------------------
                                           Clara M. Conti
                                           President and Chief Executive Officer

                                       Date:  May 2, 2005








                                       15
<PAGE>

                                                                   EXHIBIT 23.3



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby  consent to the  incorporation  by reference in the  Registration
Statements on Form S-3 (No. 333-115180, 333-71690) and Form S-8 (No. 333-105493,
333-76808,  333-40160,  333-36068,  333-33358,  333-87309 and 333-89499) of IPIX
Corporation  of our  report  dated  April  27,  2005  relating  to  management's
assessment of the effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting, which appears in
this Form 10-K/A.



/s/ ARMANINO McKENNA  LLP

San Ramon, California

April 27, 2005














                                       16
<PAGE>

                                                                  EXHIBIT 31.3


RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Clara Conti, the President and Chief Executive  Officer of IPIX  Corporation,
certify that:

1.   I have reviewed this report on Form 10-K/A of IPIX Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by this annual
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f) for the registrant and have:

    a.    Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

    b.    Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,  to  provide  reasonable  assurances  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

    c.    Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

    d.    Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date May 2, 2005


/s/ Clara M. Conti
------------------------------
Clara M. Conti
President and Chief Executive Officer

                                       17
<PAGE>

                                                                  EXHIBIT 31.4

RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Charles A. Crew, Chief Financial Officer of IPIX Corporation,
certify that:

1.   I have reviewed this report on Form 10-K/A of IPIX Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by this annual
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f) for the registrant and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,  to  provide  reasonable  assurances  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c.   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d.   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control  over  financial  reporting;  and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date May 2, 2005


/s/ Charles A. Crew
------------------------------
Charles A. Crew
Chief Financial Officer

                                       18