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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------


                       AMENDMENT NO. 1 TO FORM 10-KSB ON
                                   FORM 10-KSB/A


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003     COMMISSION FILE NUMBER:  0-27943

                                 ---------------

                          OMNICORDER TECHNOLOGIES, INC.

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



             Delaware                                    11-3386214
-----------------------------------          -----------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)


       12-8 Technology Drive
       East Setauket, New York                          11733-4049
-----------------------------------          -----------------------------------
        (Address of principal                           (Zip Code)
         executive offices)



         Issuer's telephone number, including area code: (631) 689-3781


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                                     PART II

                                EXPLANATORY NOTE

         This amendment to our Annual Report on From 10-KSB for the year ended
December 31, 2003 is being filed to amend and replace item 8A of Part II of the
Annual Report on Form 10-KSB.



ITEM 8A.     CONTROLS AND PROCEDURES.

EVALUATION OF OUR DISCLOSURE CONTROLS AND INTERNAL CONTROLS


         As of the end of the period covered by this Annual Report, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") and our internal controls and
procedures for financial reporting ("Internal Controls"). This evaluation (the
"Controls Evaluation") was done under the supervision and with the participation
of our management, including our Chief Executive Officer ("CEO") and
Controller/Principal Financial Officer ("PFO"). Rules adopted by the SEC require
that in this section of the Annual Report, we present the conclusions of our CEO
and the PFO about the effectiveness of our Disclosure Controls and Internal
Controls based on and as of the date of the Controls Evaluation.


CEO AND PFO CERTIFICATIONS


         Appearing as exhibits to this Annual Report are "Certifications" of the
CEO and the PFO. The Certifications are required pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications"). This section
of the Annual Report contains information concerning the Controls Evaluation
referred to in the Section 302 Certifications and this information should be
read in conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.


                                       1
<PAGE>


DISCLOSURE CONTROLS AND INTERNAL CONTROLS

         Disclosure Controls are procedures that are designed with the objective
of ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 ("Exchange Act"), such as this Annual
Report, is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. Disclosure Controls are also designed
with the objective of ensuring that such information is accumulated and
communicated to our management, including the CEO and PFO, as appropriate to
allow timely decisions regarding required disclosure. Internal Controls are
procedures which are designed with the objective of providing reasonable
assurance that (1) our transactions are properly authorized, recorded and
reported; and (2) our assets are safeguarded against unauthorized or improper
use, to permit the preparation of our financial statements in conformity with
generally accepted accounting principles.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS


         Our management, including the CEO and PFO, does not expect that our
Disclosure Controls or its Internal Controls will prevent all errors and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected.


                                       2
<PAGE>


SCOPE OF THE CONTROLS EVALUATION

         The CEO/PFO evaluation of our Disclosure Controls and Internal Controls
included a review of the controls' objectives and design, the controls'
implementation by us and the effect of the controls on the information generated
for use in this Annual Report. In the course of the Controls Evaluation,
management sought to identify data errors, controls problems or acts of fraud
and to confirm that appropriate corrective action, including process
improvements, were being undertaken. This type of evaluation will be done on a
quarterly basis so that the conclusions concerning controls effectiveness can be
reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form
10-KSB. The overall goals of these various review and evaluation activities are
to monitor our Disclosure Controls and Internal Controls and to make
modifications as necessary; our intent in this regard is that the Disclosure
Controls and the Internal Controls will be maintained as dynamic systems that
change (including with improvements and corrections) as conditions warrant.

         Among other matters, management sought in its evaluation to determine
whether there were any "significant deficiencies" or "material weaknesses" in
our Internal Controls, or whether we had identified any acts of fraud involving
personnel who have a significant role in our Internal Controls. In the
professional auditing literature, "significant deficiencies" are referred to as
"reportable conditions"; these are control issues that could have a significant
adverse effect on the ability to record, process, summarize and report financial
data in the financial statements. A "material weakness" is defined in the
auditing literature as a particularly serious reportable condition where the
internal control does not reduce to a relatively low level the risk that
misstatements caused by error or fraud may occur in amounts that would be
material in relation to the financial statements and not be detected within a
timely period by employees in the normal course of performing their assigned
functions.


         In accordance with SEC requirements, the CEO and PFO note that, during
the fiscal year covered by this Annual Report, there has been no change in
Internal Controls that could significantly affect Internal Controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


CONCLUSIONS


         Based upon the Controls Evaluation, our CEO and PFO have concluded
that, as of the end of the period covered by this Annual Report, except as
described in the following paragraphs, our Disclosure Controls are effective to
ensure that material information relating to our company is made known to
management, including the CEO and PFO, particularly during the period when our
periodic reports are being prepared, and that our Internal Controls are
effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with generally accepted accounting principles.


         Our independent auditors have reported to our Audit Committee certain
matters involving internal controls that our independent auditors considered to
be a reportable condition, but not a material weakness, under standards
established by the American Institute of Certified Public Accountants. The
reportable condition relates to the December 31, 2003 financial close process.
Certain adjustments were identified in the annual audit process, related to the
recording of stock-based compensation, accrued expenses, fixed asset
depreciation, notes payable and related foreign currency transaction
gains/losses, expenses incurred in connection with the private placement,
revenue recognition, recording of the reverse acquisition and retained earnings.
In addition, there were instances where accounting analyses did not include
evidence of a timely review. The adjustments related to these matters were made
by the Company in connection with the preparation of the audited financial
statements for the year ended December 31, 2003.

         Given these reportable conditions, management devoted additional
resources to resolving questions that arose during our year-end audit. As a
result, we are confident that our financial statements for the year ended
December 31, 2003 fairly present, in all material respects, our financial
condition and results of operations.

         The reportable conditions have been discussed in detail among
management, our Audit Committee and our independent auditors, and we are
committed to addressing and resolving these matters fully and promptly, by
putting in place the personnel, processes, technology and other resources
appropriate to support our financial close processes. As part of this
commitment, we hired an additional employee dedicated to financial controls in
March 2004. We intend to complete a review of our financial close process and
define and implement needed improvements in the quarter ending June 30, 2004.

                                       3
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                                   SIGNATURES

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

                                OMNICORDER TECHNOLOGIES, INC.


Date:  August 3, 2004           By:/s/Mark A. Fauci
                                   ------------------------------------------
                                   Mark A. Fauci
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)

                                By:/s/Celia Schiffner
                                   ------------------------------------------
                                   Celia Schiffner
                                   Controller and Chief Financial Officer
                                   (Principal Financial Officer)


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:


<TABLE>
<CAPTION>

<S>                                         <C>                                                  <C>
/s/Mark A. Fauci                            Director, President and                     August 2, 2004

------------------------------------        Chief Executive Officer
Mark A. Fauci

/s/Celia Schiffner                          Controller and Chief Financial Officer      August 2, 2004
------------------------------------
Celia Schiffner

/s/Jed Schutz                               Director                                    August 2, 2004
------------------------------------
Jed Schutz

/s/George Benedict                          Director                                    August 2, 2004
------------------------------------
George Benedict

/s/Joseph T. Casey                          Director                                    August 2, 2004
------------------------------------
Joseph T. Casey

Gordon A. Lenz                              Director                                    August 2, 2004
------------------------------------
Gordon A. Lenz

/s/Hon. Jospeh F. Lisa                      Director                                    August 2, 2004
------------------------------------
Hon. Joseph F. Lisa

/s/Anthony A. Lombardo                      Director                                    August 2, 2004
------------------------------------
Anthony A. Lombardo

/s/Robert W. Loy                            Director                                    August 2, 2004
------------------------------------
Robert W. Loy

/s/Richard R. Vietor                        Director                                    August 2, 2004
------------------------------------
Richard R. Vietor

/s/William J. Wagner                        Director                                    August 2, 2004
------------------------------------
William J. Wagner
</TABLE>