U.
      S. SECURITIES AND EXCHANGE COMMISSION


Washington,
      DC 20549










FORM
      10-QSB/A








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


SECURITIES
      EXCHANGE ACT OF 1934








For
      the
      quarterly period ended: June 30, 2007




Commission
      file No.333-90738







Biomoda,
      Inc.


(Name
      of small business issuer as specified in its
      charter)







New
                Mexico
            85-0392345(State
                of
                incorporation)
            (IRS
                Employer
                Identification No.)







8301
      Washington NE, Suite 6, Albuquerque, New Mexico 87113


(Address
      of principal executive offices including zip code)





Issuer's
      telephone
      number:              (505)
      821-0875





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  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
      o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes o No x





The
      number of issuer’s shares of Common Stock outstanding as of August 17, 2007 was
      15,695,652.





Transitional
      Small Business Disclosure Format (check one): Yes o No x











Table
          of Contents





TABLEOF
      CONTENTS





PART
                  I.
              Financial
                  InformationItem
                  1.
              Consolidated
                  Financial Statements
                  (unaudited)
              F-2Item
                  2.
              Management's
                  Discussion and Analysis or Plan of
                  Operation
              F-7Item
                  3.
              Controls
                  and Procedures
              F-9PART
                  II.
              Other
                  InformationItem
                  1.
              Legal
                  Proceedings
              1Item
                  2.
              Changes
                  in Securities
              1Item
                  3.
              Defaults
                  Upon Senior Securities
              1Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              1Item
                  5.
              Other
                  Information
              1Item
                  6.
              Exhibits
              2Signatures
              3








Table
          of Contents








PART
      I: FINANCIAL
      INFORMATION





Forward
      - Looking
      Statements




This
      Form
      10-QSB contains forward-looking statements about the business, financial
      condition and prospects of the Company that reflect assumptions made by
      management and management's beliefs based on information currently available
      to
      it. The Company can give no assurance that the expectations indicated by such
      forward-looking statements will be realized. If any of management's assumptions
      should prove incorrect, or if any of the risks and uncertainties underlying
      such
      expectations should materialize, the Company’s actual results may differ
      materially from those indicated by the forward-looking statements.





The
      key
      factors that are not within the Company's control and that may have a direct
      bearing on operating results include, but are not limited to, the acceptance
      by
      customers of the Company's products, the Company's ability to develop new
      products cost-effectively, the ability of the Company to raise capital in the
      future, the development by competitors of products using improved or alternative
      technology, the retention of key employees and general economic
      conditions.





There
      may
      be other risks and circumstances that management is unable to predict. When
      used
      in this Form 10-QSB, words such as, "believes," "expects," "intends," "plans,"
      "anticipates" "estimates" and similar expressions are intended to identify
      forward-looking statements, although there may be certain forward-looking
      statements not accompanied by such expressions. All forward-looking statements
      are intended to be covered by the safe harbor created by Section 21E of the
      Securities Exchange Act of 1934.











F-1
 Table
          of Contents





ITEM1:  CONSOLIDATED
      FINANCIAL STATEMENTS






BIOMODA,
        INC. AND SUBSIDIARY
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        BALANCE SHEETS
 (UNAUDITED)
 
 
 
 June
                  30, 2007
              
              
              December
                  31, 2006(Restated)ASSETSCurrent
                  AssetsCash
              
              $
              41,357
              
              
              $
              116Prepaid
                  expenses
              
              
              3,241
              
              
              
              3,241Total
                  Current Assets
              
              
              44,598
              
              
              
              3,357Patents,
                  net of accumulated amortization of $97,619 and $88,717
              
              
              227,039
              
              
              
              234,140Property
                  and Equipment, net of accumulated depreciation of $11,590 and
                  $9,621
              
              
              4,455
              
              
              
              6,424$
              276,092
              
              
              $
              243,921LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  Liabilities
              
              
              -Accounts
                  payable and accrued liabilities
              
              $
              668,903
              
              
              $
              580,050Common
                  stock payable
              
              
              49,669
              
              
              
              45,750Advances
                  from stockholders
              
              
              176,075
              
              
              
              164,842Line
                  of credit from an affiliated entity
              
              
              1,895,805
              
              
              
              1,318,623Total
                  Current Liabilities
              
              
              2,790,452
              
              
              
              2,109,265Commitments
                  and ContingenciesStockholders'
                  DeficitClass
                  A redeemable preferred stock; no par value
                2,000,000
                  shares authorized; cumulative and
                convertible;
                  liquidation and redemption values
                of
                  $1.50 and $1.80 per share; no shares issued
                and
                  outstanding
              
              
              -
              
              
              
              -Undesignated
                  preferred stock; 2,000,000 shares
                authorized;
                  no shares issued and outstanding
              
              
              -
              
              
              
              -Common
                  stock, no par value, 100,000,000 sharesauthorized;
                  12,418,101 and 9,086,253 issued and outstanding
              
              
              4,970,277
              
              
              
              3,052,213Treasury
                  stock
              
              
              (9,000
              )
              
              
              (9,000
              )Deficit
                  accumulated during development stage
              
              
              (7,475,637
              )
              
              
              (4,908,557
              )Total
                  Stockholders' Deficit
              
              
              (2,514,360
              )
              
              
              (1,865,344
              )$
              276,092
              
              
              $
              243,921
 
 See
        accompanying notes to these consolidated financial
        statements.








F-2
 Table
          of Contents




BIOMODA,
        INC. AND SUBSIDIARY
 (A
        DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (UNAUDITED)
 
 
 Three
                  Months Ended June 30,2007
              
              
              2006(Restated)Revenue
              
              $
              -
              
              
              $
              -Operating
                  expensesProfessional
                  fees
              
              
              16,750
              
              
              
              8,143General
                  and administrative
              
              
              491,297
              
              
              
              24,262Licensing
                  fees
              
              
              5,450
              
              
              
              15,000Research
                  and development
              
              
              320,009
              
              
              
              146,447Depreciation
                  and amortization
              
              
              5,680
              
              
              
              4,846Total
                  Operating Expenses
              
              
              839,186
              
              
              
              198,698Loss
                  from continuing operations
              
              
              (839,186
              )
              
              
              (198,698
              )Other
                  income (expense)Gain
                  on forgiveness of debt
              
              
              -
              
              
              
              16,064Other
                  Income
              
              
              -
              
              
              
              -Interest
                  income
              
              
              -
              
              
              
              -Interest
                  expense
              
              
              (32,464
              )
              
              
              (24,586
              )Total
                  Other Expenses
              
              
              (32,464
              )
              
              
              (8,522
              )Net
                  loss
              
              $
              (871,650
              )
              
              $
              (207,220
              )Basic
                  and diluted weighted average number of
                shares
                  outstanding
              
              
              11,324,759
              
              
              
              7,187,282Basic
                  and diluted loss per common share
              
              $
              (0.08
              )
              
              $
              (0.03
              )


See
        accompanying notes to these consolidated financial statements.
   F-3
 Table
            of Contents
  BIOMODA,
          INC. AND SUBSIDIARY
 (A
          DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
          STATEMENTS OF OPERATIONS
 (UNAUDITED)
 
 
 
 Six
                    Months Ended June 30,2007
                
                
                2006
                
                
                January
                    3, 1990 (Inception) to June 30, 2007(Restated)
                
                
                
                
                
                (Restated)Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                23Operating
                    expensesProfessional
                    fees
                
                
                106,050
                
                
                
                21,643
                
                
                
                857,544General
                    and administrative
                
                
                1,601,185
                
                
                
                137,844
                
                
                
                3,013,595Licensing
                    fees
                
                
                5,500
                
                
                
                15,000
                
                
                
                140,293Research
                    and development
                
                
                791,816
                
                
                
                258,725
                
                
                
                2,978,459Depreciation
                    and amortization
                
                
                10,869
                
                
                
                9,693
                
                
                
                112,320Total
                    Operating Expenses
                
                
                2,515,420
                
                
                
                442,905
                
                
                
                7,102,211Loss
                    from continuing operations
                
                
                (2,515,420
                )
                
                
                (442,905
                )
                
                
                (7,102,188
                )Other
                    income (expense)Gain
                    on forgiveness of debt
                
                
                -
                
                
                
                16,064
                
                
                
                53,035Interest
                    income
                
                
                -
                
                
                
                -
                
                
                
                3,870Interest
                    expense
                
                
                (51,660
                )
                
                
                (49,142
                )
                
                
                (430,354
                )Total
                    Other Expenses
                
                
                (51,660
                )
                
                
                (33,078
                )
                
                
                (373,449
                )Net
                    loss
                
                $
                (2,567,080
                )
                
                $
                (475,983
                )
                
                $
                (7,475,637
                )Basic
                    and diluted weighted average number of
                  shares
                    outstanding
                
                
                10,405,550
                
                
                
                7,187,282Basic
                    and diluted loss per common share
                
                $
                (0.25
                )
                
                $
                (0.07
                )
 See
          accompanying notes to these consolidated financial
          statements.
   F-4
 Table
            of Contents
  BIOMODA,
          INC. AND SUBSIDIARY
 (A
          DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED
          STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
  Six
                    Months Ended June 30,2007
                
                
                2006
                
                
                January
                    3, 1990 (Inception) to
                  June
                    30, 2007(Restated)
                
                
                
                
                
                (Restated)NET
                    CASH FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (2,567,080
                )
                
                $
                (475,983
                )
                
                $
                (7,475,637
                )Adjustments
                    to reconcile net loss tonet
                    cash used in operating activities:Stock
                    based compensation
                
                
                2,982
                
                
                
                6,500
                
                
                
                185,024Issuance
                    of common stock for services
                
                
                1,453,602
                
                
                
                -
                
                
                
                2,197,573Issuance
                    of common stock for bonuses to employees
                
                
                -
                
                
                
                -
                
                
                
                17,250Loss
                    on sale of assets
                
                
                -
                
                
                
                -
                
                
                
                358Foreign
                    currency transactions
                
                
                -
                
                
                
                -
                
                
                
                3,247Non-cash
                    gain on debt settlement
                
                
                -
                
                
                
                (16,064
                )
                
                
                (11,171
                )Depreciation
                    and amortization
                
                
                10,871
                
                
                
                9,693
                
                
                
                112,322Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                -
                
                
                
                -
                
                
                
                (7,620
                )Other
                    assets
                
                
                -
                
                
                
                3,195
                
                
                
                4,379Accounts
                    payable and accrued liabilities
                
                
                88,853
                
                
                
                127,529
                
                
                
                790,925Net
                    cash flows used in operating activities
                
                
                (1,010,772
                )
                
                
                (345,130
                )
                
                
                (4,183,350
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESPurchase
                    of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                (24,179
                )Sale
                    of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                1,139Investment
                    in restricted cash
                
                
                -
                
                
                
                (30,000
                )
                
                
                -Organizational
                    costs
                
                
                -
                
                
                
                -
                
                
                
                (560
                )Patent,
                    trademark and license fee
                
                
                (1,801
                )
                
                
                -
                
                
                
                (324,658
                )Net
                    cash flows used in investing activities
                
                
                (1,801
                )
                
                
                (30,000
                )
                
                
                (348,258
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    from stockholders' advances
                
                
                11,233
                
                
                
                7,650
                
                
                
                136,665Proceeds
                    from line of credit from an affiliated entity
                
                
                1,052,465
                
                
                
                346,568
                
                
                
                3,433,989Repayments
                    on line of credit from an affiliated entity
                
                
                (86,515
                )
                
                
                -
                
                
                
                (149,416
                )Proceeds
                    from stock payable
                
                
                33,919
                
                
                
                
                
                
                
                33,919Purchase
                    of treasury stock
                
                
                -
                
                
                
                (9,000
                )
                
                
                (9,000
                )Issuance
                    of common stock for cash
                
                
                42,712
                
                
                
                30,000
                
                
                
                1,126,808Net
                    cash flows provided by financing activities
                
                
                1,053,814
                
                
                
                375,218
                
                
                
                4,572,965Net
                    (decrease) increase in cash
                
                
                41,241
                
                
                
                88
                
                
                
                41,357Cash,
                    beginning of period
                
                
                116
                
                
                
                24
                
                
                
                -Cash,
                    end of period
                
                $
                41,357
                
                
                $
                112
                
                
                $
                41,357Supplemental
                    cash flow information:Cash
                    paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
                    taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
                    investing and financing activities:Stock
                    issued for stock payable
                
                $
                30,000
                
                
                $
                -Stock
                    issued for debt
                
                
                388,768
                
                
                
                -
 See
          accompanying notes to these consolidated financial
          statements.




F-5
 Table
          of Contents


_______________________________________________


BIOMODA,
      INC.


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


________________________________________________


1.  BASIS
      OF PRESENTATION





The
      accompanying unaudited interim financial statements of Biomoda, Inc. have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and with the
      instructions to Form 10-QSB. Accordingly, they do not include all of the
      information and notes required by generally accepted accounting principles
      for
      complete financial statements and should be read in conjunction with the
      Management's Discussion and Analysis and the audited financial statements and
      notes thereto contained in Biomoda's 2006 Annual Report filed with the
      Securities and Exchange Commission on Form 10-KSB. In the opinion of management,
      all adjustments, consisting of normal recurring adjustments, necessary for
      a
      fair presentation of financial position and the results of operations for the
      interim periods presented have been reflected herein. The results of operations
      for the interim periods are not necessarily indicative of the results to be
      expected for the full year. Notes to the financial statements which would
      substantially duplicate the disclosure contained in the audited financial
      statements for 2006 as reported in the 10-KSB have been omitted.





2.  DEVELOPMENT
      STAGE AND GOING CONCERN





Biomoda
      has been in the development stage since it began operations on January 3, 1990
      and has not generated any revenues from operations and there is no assurance
      of
      any future revenues. As of June 30, 2007, Biomoda had an accumulated deficit
      of
      $7,475,637 and a working capital deficit of $2,745,854.





In
      addition, Biomoda did not generate any cash from operations and had no cash
      reserve dedicated to fund expenditures. These factors create a substantial
      doubt
      as to Biomoda's ability to continue as a going concern.





Biomoda
      will require substantial additional funding for continuing research and
      development and obtaining regulatory approval and for the commercialization
      of
      its products. Management expects to be able to raise enough funds to meet its
      working capital requirements through the sale of Biomoda's common
      stock.





There
      is
      no assurance that Biomoda will be able to obtain sufficient additional funds
      when needed, or that such funds, if available, will be obtainable on terms
      satisfactory to Biomoda. The consolidated financial statements do not include
      any adjustments that might be necessary should Biomoda be unable to continue
      as
      a going concern.





3.  LINE
      OF CREDIT FROM AN AFFILIATED ENTITY





During
      the six months ended June 30, 2007, an affiliate of Biomoda exchanged its
      Biomoda common shares, valued at $707,150, for various services provided to
      Biomoda.  In connection with this transaction, Biomoda recorded an
      increase to the line of credit from an affiliated entity of $707,150 and
      recognized $62,500 in professional fees expense and $644,650 in general and
      administrative expense.  As of June 30, 2007, the line of credit from
      an affiliated entity balance was $1,895,805.




4.  COMMON
      STOCK





During
      the first quarter of 2007, Biomoda issued 726,000 shares of restricted common
      stock for services valued at $792,500, 2,000 common shares for cash of $1,000,
      30,000 common shares issued for stock payable, and 86,786 common shares in
      exchange for discharge of debt of $73,768 to a related party.





During
      the second quarter of 2007, Biomoda issued 1,644,062 shares of common stock
      for
      services valued at $661,102 and 343,000 common shares for cash of
      $41,712.  Biomoda also issued 500,000 common shares in exchange for
      discharge of debt of $315,000 to Advanced Optics Electronics to pay down the
      Line of Credit.




5.
            RESTATEMENT
                OF FINANCIAL STATEMENTS





During
      the 2007 4th quarter, Biomoda determined that it had mis-attributed a payment
      of  common stock valued at $315,000 that was to be paid against the
      line of credit to Advanced Optics Electronics, Inc. that was incorrectly booked
      to consulting expense in the 2nd
      quarter
      of 2007. The error resulted in the overstatement of the line of credit liability
      by $315,000 and an overstatement of consulting expense by $315,000 for both
      the
      three and six months ended 6/30/07.





As
      a
      result of these errors, on November 14, 2007, management concluded that the
      consolidated financial statements for the quarter ended June 30, 2007 should
      no
      longer be relied upon and filed an 8-K stating the June 30, 2007 10QSB would
      be
      restated.






F-6
 Table
          of Contents





Changes
      to Line of Credit from an Affiliated Entity





Before
      restatement                                       
Adjustment                                    
      After
      restatement


$
      2,210,805                                                      
$
      (315,000)                                           
$ 1,895,805





Changes
      to General and Administrative for the six months





Before
      restatement                                       
Adjustment                                    
      After
      restatement


$
      1,916,185                                
                
     $
      (315,000)                                          
$ 1,610,185





Changes
      to General and Administrative for the three months





Before
      restatement                                       
Adjustment                                     
      After
      restatement


$
      806,297                                                         
$
      (315,000)                                          
$   491,297








6.  SUBSEQUENT
      EVENTS





Subsequent
      to June 30, 2007, Biomoda issued 931,429 restricted shares for cash for a total
      of $49,413 and 171,000 shares for services for a value of $22,150.  In
      addition, under a Regulation S offering, Biomoda issued 2,175,122 restricted
      shares for a total of approximately $91,405.





Subsequent
      to June 30, 2007, Leslie S. Robins was removed for cause from the Board of
      Directors of Biomoda at a special meeting of the Board held on Tuesday August
      7,
      2007.  The Board removed Mr. Robins from the Board due to his actions
      related to the unauthorized issuance of shares of Biomoda’s common stock and
      unauthorized use of company funds.  Mr. Robins did not serve on any
      committees of the Board.





On
      August
      14, 2007, the Board also ratified the President’s termination of Mr. Robins as
      Vice President and Secretary of Biomoda effective July 21, 2007.  Mr.
      Robins was terminated for cause as described above.





Biomoda
      previously conducted an offering of up to 6,000,000 shares of its common stock
      pursuant to a registration statement on Form SB-2.  This registration
      statement became stale on November 4, 2005, prior to selling any shares under
      this registered offering.  The Board is currently investigating the
      issuance of the following shares of common stock purportedly under the SB-2
      registration statement pursuant to Mr. Robins’ sole and unauthorized direction:
      343,000 shares on or about June 5, 2007, 230,000 shares on or about June 8,
      2007, 500,000 shares on or about June 25, 2007, 90,000 shares on or about July
      11, 2007, 50,000 shares on or about July 11, 2007, and 555,000 shares on or
      about July 13, 2007.  Based upon the Board’s initial investigation,
      all of such shares were issued without registration under the Securities Act
      of
      1933, as amended, or any exemption therefrom.  As a result, such
      shares were issued in violation of the Securities Act of 1933, as
      amended.  Such violations may subject Biomoda to enforcement action by
      the Securities and Exchange Commission.






F-7
 Table
          of Contents




ITEM
        2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION
 
 COMPANY
        OVERVIEW
 
 Biomoda,
        Inc. (the "Company") is a development stage company incorporated in the state
        of
        New Mexico on January 3, 1990. The Company's general focus is on discovery,
        development, manufacture and marketing of proprietary medical diagnostic
        and
        treatment products used to treat life threatening and other serious
        diseases.  Our primary focus is creating diagnostic solutions for
        early detection and clinical management of cancer.
 
 On
        July
        19, 2006, the Company closed its offering of up to 6,000,000 shares of its
        common stock pursuant to a registration statement on Form SB-2 (the
        "Registration Statement") under the Securities Act of 1933, as amended, declared
        effective on February 11, 2005. The Company’s market maker filed Form 211 with
        NASD Regulation to initiate quotations in its common stock on the OTC Bulletin
        Board. The request was cleared on October 19, 2006.


PLAN
      OF
      OPERATION





Our
      plan
      of operation for the next nine months is to complete the validation studies
      for
      our lung cancer assay, design our diagnostic product, choose our contract
      manufacturing partner, manufacture our initial batches, register our product
      with the FDA and then with European authorities for our CE mark, and begin
      marketing to reference labs in the US and Europe.  We intend to have
      initial revenues in the last quarter of 2007.  The Company is relying
      on a bridge financing arrangement with Advanced Optics Electronics, Inc., an
      affiliated public company, and also intends to raise additional funds from
      the
      sale of common stock and are assessing various offering
      scenarios.  The Company is currently leasing Laboratory equipment from
      Advanced Optics Electronics, Inc. on a month to month basis and intends to
      purchase this equipment when adequate funds are raised.





Our
      initial product is a diagnostic test for lung cancer that will be performed
      out
      of body by using a sputum sample from the patient.  Our test does not
      require any invasive sample taking.  The sample will be sent to a
      clinical lab where the procedure will be performed to determine the presence,
      or
      not, of lung cancer or precancerous cells.  Our diagnostic test can be
      used for other cell samples and we intend to
      create  and  market  products  to  diagnose  and  screen  for
      other prevalent cancers such as
      breast,  cervical,  bladder,  and
      colorectal.  We have determined that our initial markets will be the
      developed nations of Europe, North America and Japan.  This has been
      determined on the basis of available healthcare delivery and payer
      infrastructure.  Japan is leading the world, and has instituted a
      nationwide lung cancer-screening program.  We also intend to sell our
      product in additional markets throughout the world such as India, Brazil and
      South America, Asia and Russia.  We will market different product
      formats based on the region of the world.





In
      addition to augmenting laboratory research and development, management plans
      to
      further strengthen the corporate infrastructure of the Company to adequately
      manage the future growth and success of our operations.  Management
      expects to hire additional personnel and enter into consulting and collaborative
      arrangements over the next twelve months as needed to continue to strengthen
      and
      enhance the effectiveness of implementing our plan as we grow.





The
      Company’s Research and Development facilities are located on Kirtland Air Force
      Base in Albuquerque, New Mexico.  R&D is housed in approximately
      2500 square feet that includes two state-of-the-art laboratories where primary
      research, assay validation and commercialization work is being
      conducted.





Over
      the
      next twelve months  management
      will  continuously  evaluate and develop our business plan
      which  includes  assessing  the  technology
      we utilize and the markets  we  intend to serve
      and  evaluating  the  prospect  of  expanding  into
      additional  products and markets as
      business  conditions  warrant. In connection with this
      continual evaluation, management will also look at taking actions designed
      to
      mitigate any and all risks associated with our business plan.





In
      January 2005, the U.S. Patent Office awarded a Patent to Biomoda researchers
      entitled   "Compositions and Methods for Detecting Precancerous
      Conditions in Cells and Tissue Samples using 5, 10, 15, 20 Tetrakis
      (Carboxyphenyl) Porphine". This Patent brings a significant addition to
      Biomoda's Patent portfolio and expands the Company's intellectual property
      to
      include cancer screening as a compliment to Biomoda's existing technology.
      Biomoda is completing the formal filing for a continuation for this Patent
      based
      on research currently underway by researchers at Biomoda.  The Company
      believes its goal to further strengthen and expand its intellectual property
      portfolio will be significantly enhanced by these developments.
      Biomoda,  Inc.'s R&D  Division
      has  successfully  completed  the
      first  clinical validation  of  the
      company's  development  stage assay for lung
      cancer.  These results indicate its ability to differentiate lung
      cancer patients, heavy smokers, and normal individuals.





RESULTS
      OF OPERATIONS





Due
      to
      our limited operating history, we believe that period-to-period comparisons
      of
      our results of operations are not fully meaningful and should not be relied
      upon
      as an indication of future performance.





Comparison
      of the three months ended June 30, 2007 and 2006





REVENUE.  As
      of June 30, 2007, there have been no significant revenues since
      inception.





PRODUCT
      DEVELOPMENT. Product development expenses consist primarily of personnel
      expenses and consulting fees. Research and development, including payroll costs
      and other technical costs increased to $320,009 in the three months ended June
      30, 2007 from $146,447 in the three months ended June 30, 2006 due to
      significant stock issuance for services. The Company believes that continued
      investment in product development is critical to attaining our strategic
      objectives and, as a result, we expect expenses such as clinical studies and
      collaborations to increase significantly in the next year. We expense product
      development costs as they are incurred.





GENERAL  AND  ADMINISTRATIVE  General  and  administrative  expenses  consist
      of expenses for executive and
      administrative  personnel,  facilities,  professional
      services,  travel and general
      corporate  activities.  General and administrative costs,
      taken together with professional fees, increased to $513,497 in the three months
      ended June 30, 2007 from $47,405 in the three months ended June 30,
      2006.  This increase was due primarily to approximately $1,454,000 of
      stock issued for services, which is divided between this classification and
      research expenses, above, and increased legal fees. We expect general and
      administrative costs to increase in the future as our business prospects develop
      and we will require more staff. The costs associated with being a publicly
      traded company and future strategic acquisitions will also be a contributing
      factor to increases in this expense.





OTHER
      INCOME (EXPENSE) Other income (expense) in these periods consists of interest
      expense, which increased to $32,464 in the three months ended June 30, 2007
      from
      $24,586 in the three months ended June 30, 2006 due to higher balances in
      intercompany debt and to $51,660 in 2007 from $49,142 in 2006 for the six month
      periods then ended.  Additionally, we recorded $16,064 gain on
      forgiveness of debt in 2006.





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Comparison
      of the six months ended June 30, 2007 and 2006





PRODUCT
      DEVELOPMENT.  Product development expenses consist primarily of
      personnel expenses and consulting fees. Research and development, including
      payroll costs and other technical costs increased to $791,816 in the six months
      ended June 30, 2007 from $285,725 in the six months ended June 30, 2006 due
      to
      significant stock issuance for services. The Company believes that continued
      investment in product development is critical to attaining our strategic
      objectives and, as a result, we expect expenses such as clinical studies and
      collaborations to increase significantly in the next year. We expense product
      development costs as they are incurred.





GENERAL
      AND ADMINISTRATIVE.  General and administrative expenses consist of
      expenses for executive and administrative personnel, facilities, professional
      services, travel and general corporate activities. General and administrative
      costs, taken together with professional fees, increased to $1,712,735 in the
      six
      months ended June 30, 2007 from $174,487 in the six months ended June 30, 2006.
      This increase was due primarily to approximately $1,454,000 of stock issued
      for
      services, which is divided between this classification and research expenses,
      above, and increased legal fees. We expect general and administrative costs
      to
      increase in the future as our business prospects develop and we will require
      more staff. The costs associated with being a publicly traded company and future
      strategic acquisitions will also be a contributing factor to increases in this
      expense.





OTHER
      INCOME (EXPENSE).  Other income (expense) in these periods consists of
      interest expense, which increased to $51,660 in the six months ended June 30,
      2007 from $49,142 in the six months ended June 30, 2006 due to higher balances
      in intercompany debt.  Additionally, we recorded $16,064 gain on
      forgiveness of debt in 2006.





LIQUIDITY
      AND CAPITAL RESOURCES





Since
      inception, we have funded our operations through private placement of equity
      securities and loans from Advanced Optics Electronics, Inc
      ("ADOT").  As of June 30, 2007 we have raised net proceeds of
      approximately $4,700,000 from these sources.





Product
      development expenditures, including personnel expense, and general and
      administrative expense approximated $2,714,000 for the six months ended June
      30,
      2007.  Funds  for  operations,   product   development  and  capital
      expenditures  were  provided  from a line of
      credit  agreement  with  ADOT.  The
      Company will require substantial additional funding for continuing research
      and
      development, obtaining regulatory approval and for the commercialization of
      its
      products.





Management
            believes that sales of securities will provide adequate liquidity and
            capital
            resources to meet the anticipated development stage requirements through
            the end
            of 2007. In addition, ADOT will continue to provide the Company with
            bridge
            financing needed to fund the day-to-day operations until the Company
            has raised
            sufficient capital to fund its operations. At that time it is anticipated
            that
            sales of our initial screening product will begin and contribute to operating
            revenues. It is anticipated that these sales will provide the additional
            capital
            resources to fund the proportionately higher working capital requirements
            of
            production and sales  initiatives and continued  product
            development for second-generation diagnostic and therapeutic
            products.
 There  is
        no  assurance  that  the  Company  will
        be able to  obtain  sufficient
        additional  funds  when  needed,  or
        that  such  funds,  if  available,  will
        be obtainable on terms  satisfactory  to the
        Company.  The consolidated financial statements do not include any
        adjustments that might be necessary should the Company be unable to continue
        as
        a going concern.





INFLATION





Management
      believes that inflation has not had a material effect on the Company's results
      of operations.





ITEM3:
      CONTROLS AND PROCEDURES





Under
      the
      supervision and with the participation of our management, we evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act
      as of
      the end of the period covered by this report, June 30, 2007).  Based
      upon that evaluation, the company concluded that the Company’s disclosure
      controls and procedures were not effective.





We
      had
      deficiencies in our communications between management and
      bookkeeping.  Key information and backup documentation was not
      properly managed. We have upgraded our bookkeeping capabilities and streamlined
      our internal communication relating to accounting administration and
      reporting.   We hired an outside CPA firm to help train the
      Biomoda Bookkeeper, and to help review and compile financial data to our
      auditors for the quarterly reports.





The
      Company was in the infancy stages of its business operations and had limited
      resources  available to plan,  develop,  and
      implement  disclosure and procedure controls  and
      other  procedures  that are  designed to
      ensure  that  information required to be disclosed in
      the  Company's  periodic  reports filed or
      submitted under the Exchange Act is
      recorded,  processed,  summarized and reported, within the
      time periods specified in the Securities and Exchange Commission's rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      in
      the Company’s periodic reports filed under the Exchange Act is accumulated and
      communicated to management to allow timely decisions regarding required
      disclosure.  Further, as reported in the Company’s Current Report on
      Form 8-K filed on August 14, 2007, the Company is currently investigating (i)
      what appears to be the unauthorized issuance of shares of its common stock
      in
      violation of the Securities Act of 1933, and (ii) the improper diversion of
      cash
      from the Company to a former officer and director and/or his
      affiliates.





The
      Company is re-evaluating and revising its existing control policies and
      procedures. As part of such plan and implementation, the Company is
      re-evaluating, re-designing and documenting policies and procedures, putting
      such procedures in operation, and monitoring the effectiveness of the
      procedures.





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CHANGES
      IN CONTROLS AND PROCEDURES





There
      were no significant changes made in our internal controls over financial
      reporting during the three months ended June 30, 2007 that have materially
      affected or are reasonably likely to materially
      affect  these  controls.  Subsequent to this
      reporting period corrective actions, with regard to significant deficiencies
      or
      material weaknesses, were made.  We are implementing controls
      suggested by the independent third party.





LIMITATIONS
      ON THE EFFECTIVENESS OF INTERNAL CONTROL





The
      Company's management, including the CEO, does not expect that our disclosure
      controls and procedures or our internal control over financial reporting will
      necessarily prevent all fraud and material errors.  An internal
      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 on all
      internal control systems, no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within the
      Company have been detected.  These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, and/or by management's override of the controls. The design of any
      system of internal control is also based in part upon certain assumptions about
      the likelihood of future events, and there can be no assurance that any design
      will succeed in achieving its stated goals under all potential future
      conditions.  Over time, controls may become inadequate because of
      changes in circumstances, and/or the degree of compliance with the policies
      and
      procedures may deteriorate.  Because of the inherent limitations in a
      cost-effective internal control system,  financial reporting
      misstatements due to error or fraud may occur and not be detected on a timely
      basis.





PART
      II.OTHER
      INFORMATION





Item1.  LEGAL
      PROCEEDINGS





On
      July
      25, 2007, Leslie Robins filed a Complaint for Declaratory Judgment and
      Application for Temporary Restraining Order/ Preliminary and Permanent
      Injunction against Biomoda, John J. Cousins and Maria Zannes (collectively,
      the
“Biomoda Parties”), Cause No. D-202-CV-2007-06529, Second Judicial District
      Court, State of New Mexico.  Also listed as nominal Plaintiffs were
      Advanced Optics Electronics, Inc. and Ari Maayan. The lawsuit alleges that
      the
      Biomoda Parties are attempting a hostile takeover of Biomoda by unlawfully
      removing Mr. Robins.  At oral argument held on August 7, 2007, the
      Court denied Plaintiffs’ motion for a temporary restraining order that sought to
      enjoin the removal of Mr. Robins from the Board and denied Mr. Robins’ motion to
      place Biomoda in receivership.  The Biomoda Parties filed an answer
      and counterclaim to this lawsuit on August 13, 2007, in which they denied all
      of
      the Plaintiff’s substantive claims and provided affirmative
      defenses.  In addition, the Biomoda Parties counterclaimed that Mr.
      Robins actions in (i) directing the unauthorized and unregistered sale of
      securities in violation of the Securities Act of 1933, as amended (ii) improper
      diversion of cash and other assets from Biomoda, (iii) improper dumping of
      Biomoda shares into the public markets, and (iv) defamation of officers and
      directors of Biomoda, has materially harmed Biomoda.  The Biomoda
      Plaintiffs are seeking a temporary restraining order, preliminary injunction
      and
      permanent injunction preventing Mr. Robins from acting in any capacity on behalf
      of Biomoda and seeking to freeze Mr. Robins bank accounts.  The
      Biomoda Plaintiffs also seek to recover monies and assets improperly taken
      from
      Biomoda.








Item
      2.  CHANGES IN SECURITIES -  None





Item
      3.  DEFAULTS UPON SENIOR SECURITIES - None





Item
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
      None





Item
      5.  OTHER INFORMATION - None.





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Item6.  EXHIBITS
      and reports on Forms 8-K





(a)      Exhibits





31.1  Certification  of  Principal  Executive  Officer  pursuant  to  Securities
      Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302
      of
      the Sarbanes-Oxley act of 2002.





31.2  Certification  of  Principal  Financial  Officer  pursuant  to  Securities
      Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302
      of
      the Sarbanes-Oxley act of 2002.





32.1  Certification
      of Principal Executive and Accounting Officer pursuant to 18
      U.S.C.  section  1350,  as  adopted  pursuant  to  section  906
      of the  Sarbanes-Oxley act of 2002.





Reports
      on Form 8-K





On
      August
      15, 2007, we reported to removal for cause of Leslie S. Robins as officer and
      director of Biomoda, Inc.  We also reported the resignation of Dr.
      Albert Goodman as director.





On
      November 15, 2007, we filed an 8-K on Item 4.02.(a) Non-Reliance on Previously
      Issued Financial Statements or a Related Audit Report or Completed Interim
      Review.





We
      reported that during the 2007-second quarter, Biomoda, Inc. (the “Company”)
      determined that it had mis-attributed a payment that was to go to the Line
      of
      Credit to Advanced Optics Electronics, Inc. that went instead to a Consulting
      Expense. The error resulted in the overstatement of the Line of Credit Liability
      by $315,000 and an overstatement of Consulting Expense of $315,000. The error
      has been corrected.  The net change in cash and cash equivalents was
      not impacted.





As
      a
      result of these errors, on November 14, 2007, the Company’s Board of Directors
      concluded that the Company’s consolidated financial statements for the quarter
      ended June 30, 2007 should no longer be relied upon and would be
      restated.  This restatement is included in this 10SB/A
      filing.








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SIGNATURES








In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report on Form 10QSB to be signed on its behalf by the undersigned,
      thereunto duly authorized.








Dated:
      January 4, 2008





BIOMODA,
      INC. and
      Subsidiary





BY:/s/ John J.
      Cousins


John
      J. Cousins


President


(Principal
      Executive and Accounting Officer)




















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