UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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FORM 10-QSB /A

(Amendment No. 1)



ýQUARTERY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2005



oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________



Commission file number 000-51522



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Vincera, Inc.

(Exact name of small business issuer as specified in its charter)

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|Delaware                                                                                       |  | 74-2912383                          
|---------------------------------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization)                                 |  | (I.R.S. Employer
Identification No.)
|611 South Congress Avenue, Suite 350
Austin, TX 78704
(Address of principal executive offices)

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512-443-8749

(Issuers telephone number)
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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter time period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.



YES o NO ý



Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act):



YES o NO ý





State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:  As of November 11, 2005, the registrant had 34,778,494 shares of common stock, par value $0.001, outstanding.





Transitional Small Business Issuer Disclosure Format:  YES o NO ý



EXPLANATORY NOTE



This Amendment No. 1 on Form 10-QSB/A (this “Amendment) amends the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 of Vincera, Inc. (Vincera or the Company) originally filed with the Securities and Exchange Commission on November 14, 2005. This Amendment is being filed to file the exhibits to the Form 10-QSB under the correct exhibit numbers to correct typographical errors made in the initial filing.  Except as referenced above, this Amendment does not modify or update the disclosures in the Companys original report on Form 10-QSB filed on November 14, 2005.



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Part II -- Other Information

Item 6 Exhibits and Reports on Form 8-K

|Exhibit No. |  | Description                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*       |  | Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act                                          
|31.2*       |  | Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act                                      
|32.1*       |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



* Filed herewith







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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.

|VINCERA, INC.

By:/s/ David R. Malmstedt

David R. Malmstedt, President
and Chief Executive Officer (Duly Authorized Signatory and Principal Executive, Financial and Accounting Officer)

Date:  November 23, 2005
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