U. S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                 FORM 10-QSB/A
                                AMENDMENT NO. 1


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

                         SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended: March 31, 2006


                          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
    ----       ----


Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will 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-KSB/A or any amendment to
this Form 10-KSB/A.____

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12-b2 of the Exchange Act).  Yes      No X
                                     ----    ----


The number of issuer's shares of Common Stock outstanding as of May 15, 2006 was
7,187,282.

Transitional Small Business Disclosure Format (check one): Yes         No  X
                                                               ----       ----




<PAGE>




                                TABLE OF CONTENTS

PART I. Financial Information

Item 1. Consolidated Financial Statements.............................F-1 to F-5

Item 2. Management's Discussion and Analysis or Plan of Operation..............4

Item 3. Controls and Procedures................................................6

PART II. Other Information

Item 1. Legal Proceedings......................................................7

Item 2. Changes in Securities..................................................7

Item 3. Defaults Upon Senior Securities........................................7

Item 4. Submission of Matters to a Vote of Security Holders....................7

Item 5. Other Information......................................................7

Item 6. Exhibits...............................................................7

Signatures



                                       2



<PAGE>


                           PART I: FINANCIAL INFORMATION

Forward - Looking Statements
----------------------------


This Form  10-QSB/A  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/A,  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.


                                       3


<PAGE>


ITEM 1:  CONSOLIDATED FINANCIAL STATEMENTS

                        BIOMODA, INC. AND SUBSIDIARY
                       (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                      March 31,     December 31,
                                                                        2006            2005
                                                                     (UNAUDITED)
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
                                   ASSETS

Current Assets
    Cash                                                             $      --      $        24
    Cash, restricted                                                      30,000           --
    Prepaid expenses                                                       3,241          6,436
                                                                     -----------    -----------
        Total Current Assets                                              33,241          6,460

Patents, net of accumulated amortization
   of $76,008 and $71,900                                                221,745        225,853

Property and Equipment, net of accumulated depreciation
   of $7,405 and $6,666                                                    8,639          9,378
                                                                     -----------    -----------

                                                                     $   263,625    $   241,691
                                                                     ===========    ===========


                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Bank overdraft                                                   $    14,961    $      --
    Accounts payable and accrued liabilities                             402,150        331,715
    Common stock payable                                                  30,000           --
    Advances from stockholders                                           152,758        149,002
    Line of credit from an affiliated entity                           1,659,818      1,491,523
                                                                     -----------    -----------
        Total Current Liabilities                                      2,259,687      1,972,240
                                                                     -----------    -----------

Commitments and Contingencies

Stockholders' Deficit
    Class 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 shares
        authorized; 7,187,282 issued and outstanding                   1,373,946      1,370,696
    Deficit accumulated during development stage                      (3,370,008)    (3,101,245)
                                                                     -----------    -----------

        Total Stockholders' Deficit                                   (1,996,062)    (1,730,549)
                                                                     -----------    -----------

                                                                     $   263,625    $   241,691
                                                                     ===========    ===========
</TABLE>


See accompanying notes to these consolidated financial statements.

                                      F-1
<PAGE>

                          BIOMODA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE-MONTHS PERIOD ENDED MARCH 31, 2006 AND 2005
      AND FOR THE PERIOD FROM JANUARY 3, 1990 (INCEPTION) TO MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                    Three Months Ended March 31   January 3, 1990
                                                 -------------------------------   (Inception) to
                                                      2006             2005        March 31, 2006
                                                 --------------   --------------   --------------
<S>                                              <C>              <C>              <C>
Revenue                                          $         --     $         --     $           23
                                                 --------------   --------------   --------------

Operating expenses
    Professional fees                                    13,500            1,904          529,813
    General and administrative                          113,582           14,918          587,793
    Licensing fees                                         --               --            103,918
    Research and development                            112,278           65,969        1,811,028
    Depreciation and amortization                         4,847            4,321           86,527
                                                 --------------   --------------   --------------
        Total Operating Expenses                        244,207           87,112        3,119,079
                                                 --------------   --------------   --------------

Loss from operations                                   (244,207)         (87,112)      (3,119,056)

Other Income (Expenses)
    Gain on forgiveness of debt                            --               --             36,971
    Interest income                                        --               --              3,870
    Interest expense                                    (24,556)         (19,183)        (291,793)
                                                 --------------   --------------   --------------
        Total Other Expenses                            (24,556)         (19,183)        (250,952)
                                                 --------------   --------------   --------------

Net loss                                         $     (268,763)  $     (106,295)  $   (3,370,008)
                                                 ==============   ==============   ==============

Basic and diluted weighted average
    number of shares outstanding                      7,187,282        7,117,282
                                                 ==============   ==============

Basic and diluted loss per common share          $        (0.04)  $        (0.01)
                                                 ==============   ==============

</TABLE>

See accompanying notes to these consolidated financial statements.

                                      F-2
<PAGE>

                          BIOMODA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005
      AND FOR THE PERIOD FROM JANUARY 3, 1990 (INCEPTION) TO MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            Three Months    Three Months    January 3, 1990
                                                               Ended           Ended        (Inception) to
                                                           March 31, 2006   March 31, 2005   March 31, 2006
                                                           --------------   --------------   --------------
<S>                                                        <C>              <C>              <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                   $     (268,763)  $     (106,295)  $   (3,370,008)
Adjustments to reconcile net loss to
  net cash used in operating activities:
    Stock options expense                                           3,250             --            150,250
    Issuance of common stock for services                            --               --             51,746
    Issuance of common stock for bonuses to employees                --               --             17,250
    Loss on sale of assets                                           --               --                358
    Foreign currency transactions                                    --               --              3,247
    Non-cash loss on debt settlement                                 --               --              4,893
    Depreciation and amortization                                   4,847            4,500           86,527
Changes in operating assets and liabilities:
    Accounts receivable                                              --               --             (7,620)
    Other Assets                                                    3,195             --              4,379
    Bank overdraft                                                 14,961             --             14,961
    Accounts payable and accrued liabilities                      100,435           (3,957)         538,108
    Advances from stockholders                                       --               --              9,564
                                                           --------------   --------------   --------------
Net cash flows used in operating activities                      (142,075)        (105,752)      (2,496,345)

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                               --               --            (24,179)
    Sale of property and equipment                                   --               --              1,139
    Investment in restricted cash                                 (30,000)            --            (30,000)
    Organizational costs                                             --               --               (560)
    Patent, trademark and license fee                                --            (30,953)        (297,753)
                                                           --------------   --------------   --------------
Net cash flows used in investing activities                       (30,000)         (30,953)        (351,353)

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from stockholders' advances                            3,756             --            103,784
    Proceeds from line of credit from an affiliated entity        168,295          135,925        1,659,818
    Issuance of common stock for cash                                --               --          1,084,096
                                                           --------------   --------------   --------------
Net cash flows provided by financing activities                   172,051          135,925        2,847,698

Net (decrease) increase in cash                                       (24)            (780)             0

Cash, beginning of period                                              24            1,360             --

                                                           --------------   --------------   --------------
Cash, end of period                                        $           0    $          580   $          0
                                                           ==============   ==============   ==============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                  --------------------------------------------
                                  BIOMODA, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005
                  --------------------------------------------

1. BASIS OF PRESENTATION

The  accompanying  unaudited  interim  financial  statements  of  Biomoda,  Inc.
("Biomoda")  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  footnotes  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 2005 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 2005 as reported in the 10-KSB have been omitted.

Pursuant to a registration statement on Form SB-2 (the "Registration Statement")
under the Securities Act of 1933, as amended, Biomoda is offering for sale up to
6,000,000  shares  of  its  common  stock  at a  price  of  $3  per  Share.  The
Registration Statement was declared effective on February 11, 2005. The Offering
will  terminate  on the  earlier of  February  11, 2008 or the date on which the
maximum  number of shares have been sold.  Biomoda had not sold any shares under
such Registration Statement as of March 31, 2006.

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  March  31,  2006,  Biomoda  had an
accumulated deficit of $3,370,008 and a working capital deficit of $2,226,446.

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,  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 offered
in its  Registration  Statement.  Advanced  Optics  Electronics,  Inc.  ("ADOT")
continues to provide Biomoda with bridge financing needed to fund the day-to-day
operations until Biomoda has raised sufficient capital to fund its operations.


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.

--------------------------------------------------------------------------------
                                      F-4
<PAGE>

                  --------------------------------------------
                                  BIOMODA, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005
                  --------------------------------------------

3. STOCK - BASED COMPENSATION

On January 1, 2006 Biomoda adopted SFAS No. 123(R), "Share-Based Payment" ("SFAS
123(R)").  SFAS 123(R)  replaced SFAS No. 123 and supersedes APB Opinion No. 25.
SFAS 123(R) requires all share-based payments to employees,  including grants of
employee stock options,  to be recognized in the financial  statements  based on
their fair values. The pro forma disclosures previously permitted under SFAS 123
are no longer an alternative to financial statement recognition. Biomoda adopted
SFAS 123(R) using the modified prospective method which requires the application
of the  accounting  standard as of January 1, 2006. The  consolidated  financial
statements  as of and for the quarter ended March 31, 2006 reflect the impact of
adopting SFAS 123(R). In accordance with the modified  prospective  method,  the
consolidated  financial  statements  for prior periods have not been restated to
reflect, and do not include, the impact of SFAS 123(R).

Prior to 2006,  Biomoda accounted for stock-based  compensation to employees and
directors  under the intrinsic value method under APB Opinion No. 25. Under this
method,  Biomoda  recognized no compensation  expense for stock granted when the
underlying  number of shares is known and the  exercise  price of the  option is
greater  than or equal to the fair market  value of the stock on the grant date.
Had Biomoda  determined  compensation  expense for stock option  grants based on
their estimated fair value at their grant date,  Biomoda's net loss and net loss
per share would have been as follows:

                                                       Three Months Ended
                                                          March 31, 2005
                                                       ------------------

Net loss, as reported                                  $      (106,295)

Add:    stock-based compensation expense
        determined under intrinsic value method                      -

Deduct: stock-based compensation expense
        determined under fair value based method                  (945)
                                                       ------------------
Pro forma net loss                                         $  (107,240)
                                                       ------------------
Net loss per share, basic and diluted:
As reported                                                      (0.01)
Pro forma                                                        (0.02)

The weighted  average fair value of the stock options  granted  during the three
months  ended  March 31,  2006 was $0.15.  Variables  used in the  Black-Scholes
option-pricing  model include (1) risk-free interest rates of 4.4%, (2) expected
option  life is the actual  remaining  life of the options as of the period end,
(3) expected volatility is 264% and (4) zero expected dividends.

-------------------------------------------------------------------------------
                                      F-5
<PAGE>

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.

Pursuant to a registration statement on Form SB-2 (the "Registration Statement")
under the Securities  Act of 1933, as amended,  the Company is offering for sale
up to  6,000,000  shares of its  common  stock at a price of $3 per  share.  The
Registration Statement was declared effective on February 11, 2005. The Offering
will  terminate  on the  earlier of  February  11, 2008 or the date on which the
maximum  number of shares have been sold. The Company had not sold any shares as
of March  31,  2006,  but had  received  $30,000  in stock  subscription  funds.
Subsequently, an additional $30,000 was received in April.


PLAN OF OPERATION

Our plan of  operation  for the next six 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
revenues  in the third  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 its effective
Form SB-2  Registration  Statement during the next three months.  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 refine 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

                                       4
<PAGE>

first clinical  validation of CyPath, the company's  development stage assay for
lung cancer.  These results  indicate  CyPath's  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 month periods Ended March 31, 2006 and 2005
-------------------------------------------------------------------

REVENUE.  As of March 31, 2006,  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  approximately  $112,000 in the three
months ended March 31, 2006 from approximately $66,000 in the three months ended
March 31, 2005, due to increased  personnel  expense.  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,  including  professional fees, increased to approximately $114,000 in the
three  months  ended March 31, 2006 from $15,000 in the three months ended March
31, 2005. This increase was due primarily to  approximately  $75,000  additional
public  relations  expense related to the Company's  current stock offering.  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)  consists of interest and other
income and expense.  Other (expense)  increased to approximately  $25,000 in the
three months ended March 31, 2006 from approximately $19,000 in the three months
ended March 31, 2005 due to larger balances in intercompany debt.

LIQUIDITY AND CAPITAL RESOURCES

Since  inception,  we have  funded  our  operations  primarily  through  private
placement of equity securities and loans from Advanced Optics  Electronics,  Inc
("ADOT").  As of March 31,  2006 we have raised net  proceeds  of  approximately
$2,787,000 from these sources.

Product  development  expenditures,  including  personnel expense,  approximated
$112,000  for the three  months  ended  March 31,  2006.  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 2006.  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.

                                       5
<PAGE>

ITEM 3:  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer ("CEO") and Chief Financial  Officer  ("CFO"),  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,  March 31,
2006). Based upon that evaluation,  the CEO and CFO concluded that the Company's
disclosure controls and procedures were effective.

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, including the Company's CEO and CFO, to allow timely
decisions regarding required disclosure.

In 2004, the Company hired an independent  third party consultant to re-evaluate
and revise its existing  control  policies and  procedures  and to implement new
disclosure controls 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.

CHANGES IN CONTROLS AND PROCEDURES

There were no significant  changes made in our internal  controls over financial
reporting  during the three  months  ended March 31,  2006 that have  materially
affected or are reasonably likely to materially affect these controls.  Thus, no
corrective   actions  with  regard  to  significant   deficiencies  or  material
weaknesses were necessary.

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.

                                       6
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The  Company may on occasion  be a party to  litigation  involving  claims by or
against the Company arising in the ordinary course of business. The officers and
directors know of no legal  proceedings  pending or  contemplated by any person,
entity or governmental  authority which would have a material  adverse effect on
the Company.

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.

ITEM 6.  EXHIBITS

(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.


                                       7
<PAGE>



SIGNATURES



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



Dated: October 6, 2006

BIOMODA, INC. and Subsidiary

                                     BY:/s/John J. Cousins
                                     ---------------------
                                     John J. Cousins
                                     President
                                    (Principal Executive and Accounting Officer)