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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended February 29, 2004



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



For the transition period from  to



Commission File Number: 000-21574



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DYNACQ HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-0375477                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|10304 Interstate 10 East, Suite 369 Houston, Texas             |  | 77029                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(713) 378-2000

(Registrants telephone number, including area code)



---



Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ̈No  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



As of August 20, 2004, the number of shares outstanding of the registrants common stock, par value $.001 per share, was: 14,852,072.



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##### Table of Contents

PART I
FINANCIAL INFORMATION



|                           |  |                                                                                                                  |  |   
|-------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --
|Item 1.                    |  | Financial Statements.                                                                                            |  |   
|                           |  |                                                                                                                 
|                           |  | Report of Independent Registered Public Accounting Firm                                                          |  | 3 
|                           |  |                                                                                                                 
|                           |  | Consolidated Balance Sheets as of February 29, 2004 and August 31, 2003                                          |  | 4 
|                           |  |                                                                                                                 
|                           |  | Consolidated Statements of Operations for the three and six months ended February 29, 2004 and February 28, 2003 |  | 6 
|                           |  |                                                                                                                 
|                           |  | Consolidated Statements of Cash Flows for the six months ended February 29, 2004 and February 28, 2003           |  | 7 
|                           |  |                                                                                                                 
|                           |  | Notes to Consolidated Financial Statements                                                                       |  | 9 
|                           |  |                                                                                                                 
|Item 2.                    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.                           |  | 14
|                           |  |                                                                                                                 
|Item 3.                    |  | Quantitative and Qualitative Disclosure About Market Risk.                                                       |  | 20
|                           |  |                                                                                                                 
|Item 4.                    |  | Controls and Procedures.                                                                                         |  | 21
|                           | 
|PART II
OTHER INFORMATION |  |                                                                                                                 
|                           |  |                                                                                                                 
|Item 1.                    |  | Legal Proceedings.                                                                                               |  | 23
|                           |  |                                                                                                                 
|Item 2.                    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      |  | 25
|                           |  |                                                                                                                 
|Item 3.                    |  | Defaults Upon Senior Securities.                                                                                 |  | 25
|                           |  |                                                                                                                 
|Item 4.                    |  | Submission of Matter to a Vote of Security Holders.                                                              |  | 25
|                           |  |                                                                                                                 
|Item 5.                    |  | Other Information.                                                                                               |  | 25
|                           |  |                                                                                                                 
|Item 6.                    |  | Exhibits and Reports on Form 8-K.                                                                                |  | 25
|                           | 
|Signatures                 |  | 27                                                                                                              
|                           | 
|Index of Exhibits          |  | 28                                                                                                              



2



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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



|                                       
|---------------------------------------
|The Stockholders and Board of Directors
|Dynacq Healthcare, Inc.                
|Houston, Texas                         



We have reviewed the consolidated
balance sheet of Dynacq Healthcare Inc., as of February 29, 2004, and the related consolidated statements of operations for the three-month and six-month periods ended February 29, 2004 and February 28, 2003 and cash flows for the six-month periods
ended February 29, 2004 and February 28, 2003. These interim financial statements are the responsibility of the Companys management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information
consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company
Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements
for them to be in conformity with United States generally accepted accounting principles.



We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Dynacq Healthcare Inc., as of August 31, 2003, and the
related consolidated statements of operations, stockholders equity, and cash flows for the year then ended not presented herein, and in our report dated June 18, 2004, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of August 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



|                                    
|------------------------------------
|                                    
|/s/ Killman, Murrell & Company, P.C.
|Killman, Murrell & Company, P.C.    
|Houston, TX                         
|August 27, 2004                     



3



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##### Table of Contents

PART I - FINANCIAL INFORMATION



ITEM I - FINANCIAL STATEMENTS



Dynacq Healthcare, Inc.

Consolidated Balance Sheets



|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | --------------- | - | ----------
|                                                                                                                                                                                                                                                             |  | February 29, 2004 |            | August 31, 2003
|                                                                                                                                                                                                                                                             |  | (Reviewed)        |            | (Audited)      
|Assets                                                                                                                                                                                                                                                       |  |                   |            |                 |   |           
|Current assets:                                                                                                                                                                                                                                              |  |                   |            |                 |   |           
|Cash and cash equivalents                                                                                                                                                                                                                                    |  | $                 | 4,960,337  |                 | $ | 1,883,833 
|Restricted cash                                                                                                                                                                                                                                              |  |                   | 2,000,000  |                 |   | 2,000,000 
|Current portion of accounts receivable, net of contractual allowances of approximately $75,088,000 and $49,603,000 and allowances for
uncollectible accounts of approximately $672,000 and $483,000 at February 29, 2004 and August 31, 2003, respectively   |  |                   | 20,601,358 |                 |   | 17,397,746
|Inventories                                                                                                                                                                                                                                                  |  |                   | 2,222,432  |                 |   | 2,100,035 
|Prepaid expenses                                                                                                                                                                                                                                             |  |                   | 638,954    |                 |   | 793,257   
|Deferred tax assets                                                                                                                                                                                                                                          |  |                   | 869,782    |                 |   | 939,655   
|Income taxes receivable                                                                                                                                                                                                                                      |  |                   | 4,494,362  |                 |   | 4,430,485 
|Asset held for sale                                                                                                                                                                                                                                          |  |                   |           |                 |   | 2,315,204 
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|Total current assets                                                                                                                                                                                                                                         |  |                   | 35,787,225 |                 |   | 31,860,215
|Property and equipment, net                                                                                                                                                                                                                                  |  |                   | 40,160,924 |                 |   | 38,002,399
|Long term portion of accounts receivable, net of contractual allowances of approximately $33,814,000 and $48,560,000 and allowances for
uncollectible accounts of approximately $303,000 and $473,000 at February 29, 2004 and August 31, 2003, respectively |  |                   | 9,277,487  |                 |   | 17,031,862
|Goodwill                                                                                                                                                                                                                                                     |  |                   | 582,547    |                 |   | 582,547   
|Other assets                                                                                                                                                                                                                                                 |  |                   | 1,234,363  |                 |   | 659,631   
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|Total assets                                                                                                                                                                                                                                                 |  | $                 | 87,042,546 |                 | $ | 88,136,654
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           



See accompanying
notes.



4



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##### Table of Contents

Dynacq Healthcare, Inc.

Consolidated Balance Sheets (continued)



|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | - | --------------- | - | ---------- | -
|                                                                                                                                                             |  | February 29, 2004 |            |   | August 31, 2003 |  
|                                                                                                                                                             |  | (Reviewed)        |            |   | (Audited)       |  
|Liabilities and stockholders equity                                                                                                                         |  |                   |            |   |                 |   |            |  
|Current liabilities:                                                                                                                                         |  |                   |            |   |                 |   |            |  
|Accounts payable                                                                                                                                             |  | $                 | 4,235,000  |   |                 | $ | 3,459,881  |  
|Accrued liabilities                                                                                                                                          |  |                   | 4,992,279  |   |                 |   | 7,403,850  |  
|Notes payable                                                                                                                                                |  |                   | 6,699,776  |   |                 |   | 7,083,312  |  
|Current taxes payable                                                                                                                                        |  |                   | 1,670,002  |   |                 |   | 1,524,244  |  
|Current portion of capital lease obligations                                                                                                                 |  |                   | 134,683    |   |                 |   | 129,805    |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Total current liabilities                                                                                                                                    |  |                   | 17,731,740 |   |                 |   | 19,601,092 |  
|Non-current liabilities:                                                                                                                                     |  |                   |            |   |                 |   |            |  
|Deferred tax liabilities                                                                                                                                     |  |                   | 1,745,546  |   |                 |   | 751,273    |  
|Long-term portion of capital lease obligations                                                                                                               |  |                   | 348,988    |   |                 |   | 428,587    |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Total liabilities                                                                                                                                            |  |                   | 19,826,274 |   |                 |   | 20,780,952 |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Minority interests                                                                                                                                           |  |                   | 225,797    |   |                 |   | 2,568,634  |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Commitments and contingencies                                                                                                                                |  |                   |           |   |                 |   |           |  
|Stockholders equity:                                                                                                                                        |  |                   |            |   |                 |   |            |  
|Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued or outstanding                                                                     |  |                   |           |   |                 |   |           |  
|Common stock, $.001 par value; 100,000,000 shares authorized, 16,398,843 and 16,294,343 shares issued at February 29, 2004 and August 31,
2003, respectively |  |                   | 16,399     |   |                 |   | 16,294     |  
|Treasury stock, 1,548,275 shares and 1,445,099 shares at February 29, 2004 and August 31, 2003, respectively, at cost                                        |  |                   | (7,424,449 | ) |                 |   | (5,813,284 | )
|Additional paid-in capital                                                                                                                                   |  |                   | 18,899,891 |   |                 |   | 17,521,843 |  
|Retained earnings                                                                                                                                            |  |                   | 56,066,805 |   |                 |   | 53,721,286 |  
|Deferred compensation                                                                                                                                        |  |                   | (568,171   | ) |                 |   | (659,071   | )
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Total stockholders equity                                                                                                                                   |  |                   | 66,990,475 |   |                 |   | 64,787,068 |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  
|Total liabilities and stockholders equity                                                                                                                   |  | $                 | 87,042,546 |   |                 | $ | 88,136,654 |  
|                                                                                                                                                             |  |                   |            |   |                 |   |            |  



See accompanying
notes.



5



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##### Table of Contents

Dynacq Healthcare, Inc.

Consolidated Statements of Operations



|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ---------------- |  | - | ---------------- | - |  | - | ---------- | -
|                                                                                                                           |  | Three months ended |            |   | Six months ended |  
|                                                                                                                           |  | February 29,2004   |            |   | February 28,2003 |   |            | February 29,2004 |  |   | February 28,2003 |  
|                                                                                                                           |  | (Reviewed)         |            |   | (Unaudited)      |   |            | (Reviewed)       |  |   | (Unaudited)      |  
|Net patient service revenue                                                                                                |  | $                  | 16,867,680 |   |                  | $ | 21,127,507 |                  |  | $ | 34,966,505       |   |  | $ | 39,061,433 |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Costs and expenses:                                                                                                        |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Compensation and benefits                                                                                                  |  |                    | 4,916,068  |   |                  |   | 3,268,376  |                  |  |   | 10,572,253       |   |  |   | 5,942,771  |  
|Medical services and supplies                                                                                              |  |                    | 2,627,229  |   |                  |   | 3,395,285  |                  |  |   | 5,116,521        |   |  |   | 7,351,338  |  
|Other operating expenses                                                                                                   |  |                    | 6,897,673  |   |                  |   | 5,822,663  |                  |  |   | 13,013,356       |   |  |   | 9,217,923  |  
|Provision for uncollectible accounts                                                                                       |  |                    | 110,856    |   |                  |   | 150,541    |                  |  |   | 241,495          |   |  |   | 226,224    |  
|Depreciation and amortization                                                                                              |  |                    | 965,614    |   |                  |   | 556,721    |                  |  |   | 1,836,680        |   |  |   | 908,970    |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Total costs and expenses                                                                                                   |  |                    | 15,517,440 |   |                  |   | 13,193,586 |                  |  |   | 30,780,305       |   |  |   | 23,647,226 |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income from operations                                                                                                     |  |                    | 1,350,240  |   |                  |   | 7,933,921  |                  |  |   | 4,186,200        |   |  |   | 15,414,207 |  
|Other income (expense):                                                                                                    |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Rent and other income                                                                                                      |  |                    | 421,343    |   |                  |   | 93,534     |                  |  |   | 511,975          |   |  |   | 199,067    |  
|Interest income                                                                                                            |  |                    | 11,173     |   |                  |   | 25,541     |                  |  |   | 13,093           |   |  |   | 58,611     |  
|Interest expense                                                                                                           |  |                    | (52,720    | ) |                  |   | (94        | )                |  |   | (115,824         | ) |  |   | (940       | )
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Total other income, net                                                                                                    |  |                    | 379,796    |   |                  |   | 118,981    |                  |  |   | 409,244          |   |  |   | 256,738    |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income before income tax, minority interests, extraordinary gain and cumulative effect of a change in accounting principle |  |                    | 1,730,036  |   |                  |   | 8,052,902  |                  |  |   | 4,595,444        |   |  |   | 15,670,945 |  
|Provision for income taxes                                                                                                 |  |                    | 810,996    |   |                  |   | 2,845,566  |                  |  |   | 2,202,621        |   |  |   | 5,547,002  |  
|Minority interest in earnings                                                                                              |  |                    | 37,130     |   |                  |   | 1,084,595  |                  |  |   | 234,174          |   |  |   | 1,828,102  |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income before extraordinary gain and cumulative effect of a change in accounting principle                                 |  |                    | 881,910    |   |                  |   | 4,122,741  |                  |  |   | 2,158,649        |   |  |   | 8,295,841  |  
|Extraordinary gain, net of $114,170 of income tax expense                                                                  |  |                    |           |   |                  |   |           |                  |  |   | 186,870          |   |  |   |           |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income before cumulative effect of a change in accounting principle                                                        |  |                    | 881,910    |   |                  |   | 4,122,741  |                  |  |   | 2,345,519        |   |  |   | 8,295,841  |  
|Cumulative effect of a change in accounting principle, net of $562,193 income tax expense                                  |  |                    |           |   |                  |   |           |                  |  |   |                 |   |  |   | 988,717    |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Net income                                                                                                                 |  | $                  | 881,910    |   |                  | $ | 4,122,741  |                  |  | $ | 2,345,519        |   |  | $ | 9,284,558  |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Basic earnings per common share:                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income before extraordinary gain and cumulative effect of a change in accounting principle                                 |  | $                  | 0.06       |   |                  | $ | 0.28       |                  |  | $ | 0.15             |   |  | $ | 0.56       |  
|Extraordinary gain, net of tax                                                                                             |  |                    |           |   |                  |   |           |                  |  |   | 0.01             |   |  |   |           |  
|Cumulative effect of a change in accounting principle, net of tax                                                          |  |                    |           |   |                  |   |           |                  |  |   |                 |   |  |   | 0.07       |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Net income                                                                                                                 |  | $                  | 0.06       |   |                  | $ | 0.28       |                  |  | $ | 0.16             |   |  | $ | 0.63       |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Diluted earnings per common share:                                                                                         |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Income before extraordinary gain and cumulative effect of a change in accounting principle                                 |  | $                  | 0.06       |   |                  | $ | 0.26       |                  |  | $ | 0.14             |   |  | $ | 0.53       |  
|Extraordinary gain, net of tax                                                                                             |  |                    |           |   |                  |   |           |                  |  |   | 0.01             |   |  |   |           |  
|Cumulative effect of a change in accounting principle, net of tax                                                          |  |                    |           |   |                  |   |           |                  |  |   |                 |   |  |   | 0.06       |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Net income                                                                                                                 |  | $                  | 0.06       |   |                  | $ | 0.26       |                  |  | $ | 0.15             |   |  | $ | 0.59       |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Weighted average common sharesbasic                                                                                       |  |                    | 14,836,312 |   |                  |   | 14,871,621 |                  |  |   | 14,847,919       |   |  |   | 14,853,439 |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Weighted average common sharesdiluted                                                                                     |  |                    | 15,157,820 |   |                  |   | 15,634,609 |                  |  |   | 15,323,563       |   |  |   | 15,598,822 |  
|                                                                                                                           |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  



See accompanying
notes.



6



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##### Table of Contents

Dynacq Healthcare, Inc.

Consolidated Statements of Cash Flows



|                                                                                  |  |                   |            |   |                   |   |             |  
|--------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ----------- | -
|                                                                                  |  | Six months ended  |           
|                                                                                  |  | February 29, 2004 |            |   | February 28, 2003 |  
|                                                                                  |  | (Reviewed)        |            |   | (Unaudited)       |  
|Cash flows from operating activities                                              |  |                   |            |   |                   |   |             |  
|Net income                                                                        |  | $                 | 2,345,519  |   |                   | $ | 9,284,558   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |            |   |                   |   |             |  
|Extraordinary gain, net of tax                                                    |  |                   | (186,870   | ) |                   |   |            |  
|Cumulative effect of a change in accounting principle, net of tax                 |  |                   |           |   |                   |   | (988,717    | )
|Depreciation and amortization                                                     |  |                   | 1,836,680  |   |                   |   | 908,970     |  
|Provision for uncollectible accounts                                              |  |                   | 241,495    |   |                   |   | 226,224     |  
|Deferred income taxes                                                             |  |                   | 1,064,146  |   |                   |   |            |  
|Minority interests                                                                |  |                   | 234,174    |   |                   |   | 1,828,102   |  
|Gain on sale of assets                                                            |  |                   | (341,681   | ) |                   |   |            |  
|Stock options issued for compensation                                             |  |                   | 881,785    |   |                   |   |            |  
|Deferred compensation amortization                                                |  |                   | 90,900     |   |                   |   | 90,900      |  
|Changes in operating assets and liabilities:                                      |  |                   |            |   |                   |   |             |  
|Accounts receivable                                                               |  |                   | 4,309,267  |   |                   |   | (2,642,386  | )
|Inventories                                                                       |  |                   | (122,397   | ) |                   |   | (521,680    | )
|Prepaid expenses                                                                  |  |                   | 116,333    |   |                   |   | (229,537    | )
|Income taxes receivable                                                           |  |                   | (63,877    | ) |                   |   | (1,174,432  | )
|Other assets                                                                      |  |                   | (582,734   | ) |                   |   | 306,043     |  
|Accounts payable                                                                  |  |                   | 775,119    |   |                   |   | 371,971     |  
|Accrued liabilities                                                               |  |                   | (1,112,540 | ) |                   |   | 509,058     |  
|Income taxes payable                                                              |  |                   | 31,588     |   |                   |   | (34,413     | )
|                                                                                  |  |                   |            |   |                   |   |             |  
|Net cash provided by operating activities                                         |  |                   | 9,516,907  |   |                   |   | 7,934,661   |  
|                                                                                  |  |                   |            |   |                   |   |             |  
|Cash flows from investing activities                                              |  |                   |            |   |                   |   |             |  
|Purchase of property and equipment                                                |  |                   | (3,792,350 | ) |                   |   | (15,543,376 | )
|Accrued liabilities related to purchase of property and equipment                 |  |                   |           |   |                   |   | 4,370,727   |  
|Payment of accrued liabilities related to purchase of property and equipment      |  |                   | (1,650,000 | ) |                   |   |            |  
|                                                                                  |  |                   |            |   |                   |   |             |  
|Net cash used in investing activities                                             |  | $                 | (5,442,350 | ) |                   | $ | (11,172,649 | )
|                                                                                  |  |                   |            |   |                   |   |             |  



7



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##### Table of Contents

Consolidated Statements of Cash Flows (continued)



|                                                              |  |                   |            |   |                   |   |            |  
|------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                              |  | Six months ended  |           
|                                                              |  | February 29, 2004 |            |   | February 28, 2003 |  
|                                                              |  | (Reviewed)        |            |   | (Unaudited)       |  
|Cash flows from financing activities                          |  |                   |            |   |                   |   |            |  
|Principal payments on long-term debt                          |  | $                 |           |   |                   | $ | (39,075    | )
|Payments on capital leases                                    |  |                   | (74,721    | ) |                   |   |           |  
|Proceeds from note payable                                    |  |                   | 4,976,324  |   |                   |   |           |  
|Payments on note payable                                      |  |                   | (5,359,860 | ) |                   |   |           |  
|Proceeds from exercise of stock options                       |  |                   | 496,369    |   |                   |   | 279,022    |  
|Deposit for proposed sale of accounts receivable              |  |                   | 3,360,000  |   |                   |   |           |  
|Repayment of advance for proposed sale of accounts receivable |  |                   | (3,360,000 | ) |                   |   |           |  
|Acquisition of treasury shares                                |  |                   | (1,611,165 | ) |                   |   |           |  
|Proceeds from sale of land                                    |  |                   | 2,500,000  |   |                   |   |           |  
|Contributions from minority interest holders                  |  |                   |           |   |                   |   | 946,000    |  
|Distributions to minority interest holders                    |  |                   | (1,355,000 | ) |                   |   | (600,000   | )
|Purchase of minority interests                                |  |                   | (570,000   | ) |                   |   |           |  
|                                                              |  |                   |            |   |                   |   |            |  
|Net cash (used in) provided by financing activities           |  |                   | (998,053   | ) |                   |   | 585,947    |  
|                                                              |  |                   |            |   |                   |   |            |  
|Net increase (decrease) in cash and cash equivalents          |  |                   | 3,076,504  |   |                   |   | (2,652,041 | )
|Cash and cash equivalents at beginning of period              |  |                   | 1,883,833  |   |                   |   | 7,583,756  |  
|                                                              |  |                   |            |   |                   |   |            |  
|Cash and cash equivalents at end of period                    |  | $                 | 4,960,337  |   |                   | $ | 4,931,715  |  
|                                                              |  |                   |            |   |                   |   |            |  
|Supplemental cash flow disclosures                            |  |                   |            |   |                   |   |            |  
|Cash paid during the period for:                              |  |                   |            |   |                   |   |            |  
|Interest                                                      |  | $                 | 137,818    |   |                   | $ | 4,000      |  
|                                                              |  |                   |            |   |                   |   |            |  
|Income taxes                                                  |  | $                 | 1,170,764  |   |                   | $ | 6,755,848  |  
|                                                              |  |                   |            |   |                   |   |            |  
|Non cash investing and financing activities:                  |  |                   |            |   |                   |   |            |  
|Decrease in minority interest from acquisition                |  | $                 | (350,970   | ) |                   |   |           |  
|Increase in accrued liabilities                               |  |                   | 350,970    |   |                   |   |           |  
|                                                              |  |                   |            |   |                   |   |            |  
|                                                              |  | $                 |           |   |                   | $ |           |  
|                                                              |  |                   |            |   |                   |   |            |  



See accompanying
notes.



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Dynacq Healthcare, Inc.



Notes
to Consolidated Financial Statements



February 29, 2004



Basis of Presentation



The accompanying reviewed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal
and recurring nature. The majority of the Companys expenses are cost of revenue items. Costs that could be classified as general and administrative by the Company would include the corporate office costs, including advertising and
marketing expenses, which were approximately $4.4 million and $3.6 million for the quarters ended February 29, 2004 and February 28, 2003, respectively, and $7.8 million and $6.3 million for the six months ended February 29, 2004 and February 28,
2003, respectively. These reviewed financial statements should be read in conjunction with the audited financial statements at August 31, 2003. Operating results for the quarter and six months ended February 29, 2004 are not necessarily indicative
of the results that may be expected for the year ending August 31, 2004.



The Company operates in one line of business and its strategy is to develop and manage general acute care hospitals that provide specialized general surgeries. The Companys strategy is to develop and operate
general acute care hospitals designed to handle specialized general surgeries such as bariatric, orthopedic and neuro spine surgeries. The Company manages these hospitals on an individual basis. The hospitals economic characteristics, nature
of their operations, regulatory environment in which they operate and the way in which they are managed are all similar. Accordingly, the Company aggregates its hospitals into a single reportable segment as that term is defined by SFAS No. 131
Disclosures About Segments of an Enterprise and Related Information.



General



As of February 29, 2004, the Company
operated two facilities in the Houston metropolitan area (Pasadena and West Houston Facilities), and one each in the Dallas-Fort Worth area (Garland Facility) and in Baton Rouge (Baton Rouge Facility). The Garland Facility was acquired in August
2003, and surgical procedures started at this facility at the end of November 2003.



Use of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and
accompanying notes. The most significant of the Companys estimates is the determination of revenue to recognize for the services the Company provides and the determination of the contractual allowance. See Revenue Recognition below
for further discussion. Actual results could differ materially from those estimates used in preparation of these financial statements.



Reclassifications



Certain accounts in the comparable period in the prior year have been reclassified to conform to the presentation in the current fiscal quarter. For the
quarter and six months ended February 28, 2003, income from operations, income before cumulative effect of a change in accounting principle and net income have been restated to reflect audit adjustments for depreciation expense of $58,754 and
$71,320, respectively, the cumulative effect of a change in accounting principle was increased by $0 and $460,564, respectively, to reflect additional negative goodwill recorded by the Company in connection with the acquisition of minority interest
of a subsidiary. Medical services and supplies expense was increased and other operating expenses decreased by $150,802 and



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##### Table of Contents

$367,061, respectively, to reflect the cost of medical services which had been charged to other operating expenses.



Stock Based Compensation



The Company applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock compensation. As required by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), the Company has determined pro forma net income and earnings per share, as if compensation cost for the employees stock options had been determined based upon fair values at the grant dates. These pro forma
amounts are as follows:



|                                                                                  |  |                    |          |   |                  |   |           |                  |  |   |                  |   |  |   |           |  
|--------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ---------------- | - | --------- | ---------------- |  | - | ---------------- | - |  | - | --------- | -
|                                                                                  |  | Three months ended |          |   | Six months ended |  
|                                                                                  |  | February 29,2004   |          |   | February 28,2003 |   |           | February 29,2004 |  |   | February 28,2003 |  
|Net income as reported                                                            |  | $                  | 881,910  |   |                  | $ | 4,122,741 |                  |  | $ | 2,345,519        |   |  | $ | 9,284,558 |  
|Add: stock-based compensation costs included in reported net income, net of taxes |  |                    | 29,543   |   |                  |   | 29,543    |                  |  |   | 59,086           |   |  |   | 59,086    |  
|Deduct: stock based compensation costs, net of taxes under SFAS 123               |  |                    | (141,834 | ) |                  |   | (60,194   | )                |  |   | (283,668         | ) |  |   | (118,422  | )
|                                                                                  |  |                    |          |   |                  |   |           |                  |  |   |                  |   |  |   |           |  
|Pro forma net income                                                              |  | $                  | 769,619  |   |                  | $ | 4,092,090 |                  |  | $ | 2,120,937        |   |  | $ | 9,225,222 |  
|                                                                                  |  |                    |          |   |                  |   |           |                  |  |   |                  |   |  |   |           |  
|Per share information:                                                            |  |                    |          |   |                  |   |           |                  |  |   |                  |   |  |   |           |  
|Basic, as reported                                                                |  | $                  | 0.06     |   |                  | $ | 0.28      |                  |  | $ | 0.16             |   |  | $ | 0.63      |  
|Basic, pro forma                                                                  |  |                    | 0.05     |   |                  |   | 0.28      |                  |  |   | 0.14             |   |  |   | 0.62      |  
|Diluted, as reported                                                              |  |                    | 0.06     |   |                  |   | 0.26      |                  |  |   | 0.15             |   |  |   | 0.59      |  
|Diluted, pro forma                                                                |  |                    | 0.05     |   |                  |   | 0.26      |                  |  |   | 0.14             |   |  |   | 0.59      |  



The fair value of the stock-based
awards was estimated using the Black-Scholes model with the following weighted average assumptions:



|                        |  |                    |       |   |                  |   |        |                  |  |   |                  |   |  |   |        |  
|----------------------- |  | ------------------ | ----- | - | ---------------- | - | ------ | ---------------- |  | - | ---------------- | - |  | - | ------ | -
|                        |  | Three months ended |       |   | Six months ended |  
|                        |  | February 29,2004   |       |   | February 28,2003 |   |        | February 29,2004 |  |   | February 28,2003 |  
|Estimated fair value    |  | $                  | 7.25  |   |                  | $ | 10.97  |                  |  | $ | 7.25             |   |  | $ | 10.97  |  
|Expected life (years)   |  |                    | 4.62  |   |                  |   | 4.75   |                  |  |   | 4.62             |   |  |   | 4.75   |  
|Risk free interest rate |  |                    | 4.20  | % |                  |   | 4.08   | %                |  |   | 4.20             | % |  |   | 4.08   | %
|Volatility              |  |                    | 60.00 | % |                  |   | 118.00 | %                |  |   | 60.00            | % |  |   | 118.00 | %
|Dividend yield          |  |                    |      | % |                  |   |       | %                |  |   |                 | % |  |   |       | %



Revenue Recognition



Background



The Companys revenue recognition policy is significant because net patient service revenue is the primary component of
its results of operations. Revenue is recognized as services are delivered. The determination of the amount of revenue to be recognized in connection with the Companys services is subject to significant judgments and estimates, which are
discussed below.



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Revenue Recognition Policy



The Company is normally not a party to any managed care contracts. The Company records revenue pursuant to the following
policy. The Company has established billing rates for its medical services that it bills as gross revenue as services are delivered. Gross billed revenues are then reduced by the Companys estimate of the discount (contractual allowance) to
arrive at net patient service revenues. Net patient service revenues represents the Companys estimate of the amounts ultimately expected to be collected for the services it has delivered.



Contractual Allowance



The Company computes its contractual allowance based on the ratio of the Companys historical cash collections during
the trailing twelve months on a case by case basis to gross billed revenue on a case by case basis by operating facility. For operating facilities with less than twelve months historical collection period, all of its collections are used to
calculate the contractual allowance. This ratio of cash collections to billed services is then applied to the gross billed services by operating facility. The following table shows gross revenues and contractual allowances for the three and six
months ended February 29, 2004 and February 28, 2003:



|                                 |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|-------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ---------------- |  | - | ---------------- | - |  | - | ---------- | -
|                                 |  | Three months ended |            |   | Six months ended |  
|                                 |  | February 29,2004   |            |   | February 28,2003 |   |            | February 29,2004 |  |   | February 28,2003 |  
|Gross billed charges             |  | $                  | 31,271,466 |   |                  | $ | 38,483,648 |                  |  | $ | 63,369,011       |   |  | $ | 71,158,662 |  
|Contractual allowance            |  |                    | 14,403,786 |   |                  |   | 17,356,141 |                  |  |   | 28,402,506       |   |  |   | 32,097,229 |  
|                                 |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Net revenue                      |  | $                  | 16,867,680 |   |                  | $ | 21,127,507 |                  |  | $ | 34,966,505       |   |  | $ | 39,061,433 |  
|                                 |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  
|Contractual allowance percentage |  |                    | 46         | % |                  |   | 45         | %                |  |   | 45               | % |  |   | 45         | %
|                                 |  |                    |            |   |                  |   |            |                  |  |   |                  |   |  |   |            |  



Accounts Receivable



Accounts receivable represent net receivables for services provided by
the Company. The estimated accounts receivable not expected to be collected within twelve months of the balance sheet date have been shown as long-term receivables and represent receivables in the Medical Dispute Resolution (MDR) and
legal third party financial class. The contractual allowance is provided as revenue is recognized. At each balance sheet date management reviews the accounts receivables for collectibility. If after the review management believes certain receivables
would be uncollectible, the receivable would be written down to the expected collectable amount. Management has not written down any receivables during the quarters and six months ended February 29, 2004 and February 28, 2003 as a result of the
collectibility test.



The contractual allowance stated as a
percentage of gross receivables at the balance sheet dates of February 29, 2004 and August 31, 2003 is 79% and 74%, respectively. This percentage is larger than the contractual allowance percentage used to reduce gross billed charges due to the
application of partial cash collections to the outstanding gross receivable balances without any adjustment being made to the contractual allowance. The contractual allowance amounts netted against gross receivables are not adjusted until such time
as the final collections on the receivables are recognized.



Collections for services provided are generally settled or written off as uncollectible against the contractual allowance within six months of the date of service except for services provided to injured workers in Texas. Collections for
services provided to injured workers in Texas may take up to three years or longer to be completely adjudicated. Because the Company has in recent years focused on providing services to injured workers in Texas, accounts receivable in the workers
compensation and MDR financial classes have increased.



The MDR
process is an established reimbursement resolution process available to providers of healthcare services under the regulations guiding reimbursement for services provided to injured workers in the State of Texas. Accounts generally do not become
subject to the MDR process prior to being outstanding for at least 90 days subsequent to patient discharge. For medical services provided to injured workers in the state of Texas, the MDR process is specifically based upon the administrative
and statutory regulations promulgated by the Texas Labor Code and Texas Administrative Code provisions.



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Due to a number of factors outside the Companys control, including a change in the Companys
reimbursement collection experience associated with potential changes in the reimbursement environment in which the Company operates, it is possible that managements estimates of patient service revenues could change, which could have a
material impact on the Companys revenue and profitability in the future.



Allowance for Uncollectible Accounts



The
Company has estimated uncollectible accounts expense as 1% of gross outpatient revenue. Through August 31, 2003, the Company made no charge offs against allowance for uncollectible accounts, as historically all charge offs have been against the
contractual allowance. During the quarter and six months ended February 29, 2004, the Company charged $22,264 and $222,518, respectively, against the allowance for uncollectible accounts.



Minority Interests



The equity of minority investors (generally physician groups and other healthcare providers that perform surgeries at the Companys facilities) in
certain subsidiaries of the Company is reported on the consolidated balance sheets as minority interests. Minority interests reported in the consolidated income statements reflect the respective interests in the income or loss of the limited
partnerships or limited liability companies attributable to the minority investors (equity interests ranged from 2.14% to 5% during the quarter and six months ended February 29, 2004 and was at 2.14% as at February 29, 2004). During the quarter
ended November 30, 2003, the Company purchased minority interest from certain minority interest holders at an amount that was $301,040 less than the net book value of the minority interest liability on the date of purchase. The $301,040 gain less
applicable income taxes of $114,170 has been recorded as an extraordinary gain during the quarter ended November 30, 2003. The partnership agreement provided a means for the minority interest holders to be cashed out at the net book value. The
amounts paid to the minority interest holders were less than the buy out amount that was called for in the partnership agreements. Legal counsel has advised the Company that the acquisitions were negotiated transactions occurring outside the
partnership agreement.



Contingencies



The Company maintains various insurance policies that cover each of its
facilities. Specifically, the Company maintains medical malpractice insurance coverage in Texas. The Company has claims-made malpractice coverage and has purchased tail coverage effective through August 12, 2004. In Louisiana, the Company is a
member of the Louisiana Patient Compensation Fund and purchases insurance through the Louisiana Patient Compensation Fund for medical malpractice. In addition, all physicians granted privileges at the Companys facilities are required to
maintain medical malpractice insurance coverage. The Company also maintains general liability and property insurance coverage for each facility and flood coverage for the Baton Rouge Facility. The Company also maintains workers compensation
coverage for the Baton Rouge Facility, but does not currently maintain workers compensation coverage in Texas. In regard to the Employee Health Insurance Plan, the Company is self insured with specific and aggregate re-insurance with stop loss
levels management believes are appropriate for the Companys group size. Coverages are maintained in amounts management deems adequate.



In January 2002, the Company, two of its officers, and the spouse of one of the officers were named as defendants in a shareholder class action lawsuit,
Hamilton v. Dynacq International, et al., in the United States District Court for the Southern District of Texas alleging violations of federal securities laws and regulations. The suit was brought in early 2002 following a sharp high volume
increase in short sales of our common stock. The plaintiffs alleged that the Company violated Sections 10(b) and 20(a) and Rule 10b-5 under the Exchange Act by making materially false or misleading statements or omissions regarding revenues and
receivables and regarding whether our operations complied with various federal regulations. The district court consolidated these actions and appointed a lead plaintiff in the matter. The lead plaintiff filed a consolidated amended complaint on
September 6, 2002. The Company and its officers moved to dismiss the complaint on February 25, 2003. On August 26, 2003, the Court dismissed with prejudice and denied plaintiffs leave to amend further. The plaintiffs thereafter filed a notice of
appeal. In May 2004, the third quarter for the Company, the plaintiffs dismissed their appeal, thereby concluding the case.



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In March 2002, the Company accepted service of a shareholder derivative action, Brill v. Chan, et
al., filed on or about February 26, 2002 in the 295th District Court of Harris County, Texas brought on behalf of the Company against its officers and directors, outside auditor, investment bank, and two analysts affiliated with that investment
bank. The suit alleged breach of fiduciary duty, aiding and abetting breach of fiduciary duty, negligence and breach of contract. The final settlement, which was approved by the Court on November 10, 2003, provided, among other things, that (1) the
claims were dismissed with prejudice and (2) defendants agreed to pay the legal fees and expenses of plaintiffs (shareholders), which the Court set at $500,000. Among the terms of the settlement, it was stipulated that, as a result of the
prosecution of the lawsuit and/or the work of the Special Litigation Committee of the Board of Directors of Dynacq, Dynacq had implemented and/or had agreed to implement certain procedures relating to its Audit Committee and its accounting for
uncollectible accounts and contractual allowances. The settlement does not require any change in previously reported financial statements. The Company had accrued for this settlement at August 31, 2003. The Company made the payment in December 2003
and the matter was concluded in the first quarter of 2004.



A
separate shareholder derivative action alleging breach of fiduciary duty, abuse of control, gross mismanagement and unjust enrichment, Flory v. Chan, et al., H-02-3123, was brought in U.S. District Court for the Southern District of Texas in
August 2002, but was stayed on November 12, 2002 by the district court pending the outcome of the shareholder class action described above. Given the plaintiffs dismissal of the appeal in the Hamilton shareholder class action described
above and given the state courts dismissal of the same or similar claims in the Brill state derivative action described above, the Company moved in the fourth quarter of fiscal 2004 to dismiss this derivative action.



In the second quarter of 2004, eight lawsuits were filed in the United States
District Court for the Southern District of Texas (Houston Division) between December 24, 2003 and January 26, 2004, alleging federal securities law causes of action against the Company and various current and former officers and directors. The
cases were filed as class actions brought on behalf of persons who purchased shares of Company common stock in the open market generally during the period of January 14, 2003 through December 18, 2003. Under the procedures of the Private Securities
Litigation Reform Act, certain plaintiffs have filed motions asking to consolidate these actions and be designated as lead plaintiff. The court consolidated the actions and appointed a lead plaintiff in the matter. An amended complaint was filed on
June 30, 2004, asserting a class period of November 27, 2002  December 19, 2003 and naming additional defendants, including Ernst & Young LLP, the Companys prior auditors. The amended complaint seeks certification as a class action
and alleges that the defendants violated Sections 10(b), 20(a), 20(A) and Rule 10b-5 under the Exchange Act by publishing materially misleading financial statements that did not comply with generally accepted accounting principles, making materially
false or misleading statements or omissions regarding revenues and receivables, operations and financial results and engaging in an intentional fraudulent scheme aimed at inflating the value of Dynacqs stock. After the Company filed its Form
10-K for fiscal 2003 on July 30, 2004, the procedural schedule was amended so that plaintiffs have until 30 days after this and the other outstanding 10-Qs are filed to file an amended complaint. The Company is vigorously defending against the
allegations and will file a motion to dismiss all or some of the claims. The Company cannot predict the ultimate outcome of the lawsuit or whether the lawsuit will have a material adverse effect on the Companys financial condition.



The Company was named as a defendant in the lawsuit Leo Borrell v.
Dynacq International, Inc., NeWeigh, Inc., and Diane Crumley, Vital Weight Control, Inc., d/b/a NeWeigh, and Vista Community Medical Center, L.L.C. (Cause No. 2002-13659) filed in March 2002 in the 281st Judicial District Court of Harris County,
Texas. The Company has been nonsuited in the fourth quarter of 2004.



Late in fiscal year 2003, a dispute arose between one of the Companys subsidiaries and Jane Capital, LLC and Sunbelt Medical Corp. related to the purchase of medical equipment for the Companys Baton Rouge Facility. Because Jane
Capital and Sunbelt each demanded identical full payment for the equipment without providing necessary supporting documents, the Companys subsidiary filed suit in April 2003 in state district court in Harris County, Texas (165th District) to
require Jane Capital, LLC and Sunbelt Medical Corp. to produce the documents, to determine the proper amount owed for the equipment and to whom such amounts were owed and to reimburse the Company for selling to the Company certain defective
products. The lawsuit was settled in May 2004, the third quarter of 2004.



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In September 2003, a lawsuit, case number 598-564, was filed in the Twenty Fourth Judicial District Court
for the Parish of Jefferson, State of Louisiana, by Liljeberg Enterprises International, L.L.C. alleging that the plaintiff is owed damages for costs of goods and services rendered for pharmacy operations at the Baton Rouge Facility. The plaintiff
has asserted claims for breach of contract, fraud, negligence, fraudulent misrepresentation, negligent misrepresentation, civil conspiracy and gross negligence. On August 6, 2004, the plaintiff filed a Motion for Partial Summary Judgment, which is
currently set for hearing on October 15, 2004, claiming damages in the amount of approximately $725,000 plus accounting fees. The Company believes the motion is premature and that the amount of damages alleged is without merit. The Company intends
to oppose the motion and to continue to vigorously defend the lawsuit. However, we cannot predict the ultimate outcome of the lawsuit or whether the lawsuit will have a material adverse effect on the Companys financial condition.



In December 2002, the Pasadena Facility was notified by the Centers for
Medicare and Medicaid Services (CMS) that the Pasadena Facility had allegedly violated requirements of the Emergency Medical Treatment and Labor Act (EMTALA). The Texas Department of Health (TDH) conducted an
investigation and reported to the CMS that appropriate corrective actions had been taken. As a result of TDHs findings, the CMS notified the facility in January 2003 that its eligibility for Medicare participation remained in effect, but, as
required by §1867(d) of the Social Security Act, the matter would be forwarded to the Quality Improvement Organization (QIO) to review the case and report its findings to the OIG for a possible assessment of a civil monetary
penalty. Representatives of the facility met with the QIO on October 3, 2003. As of this date, there has been no report issued by the QIO or any response received from the OIG. The Company does not anticipate that it will incur any material
liability that would have a material adverse effect on the Companys operations, cash flows, or financial condition as a result of this proceeding.



In February 2004, the Company was notified by the Office of the Attorney General of Texas that it is the subject of an investigation of possible
violations of the statutes governing the solicitation of patients. Based on the documents requested and communications with Company representatives, the Company believes that such investigation stems from the same allegations that were asserted in
the private lawsuit with Dr. Borrell described above in which the Company has been nonsuited. The Company is cooperating with the AGs Office on this matter, but believes the complaint received by the AGs office to be without merit.



From time to time, the Company is involved in litigation and
administrative proceedings that are incidental to its business. The Company cannot predict whether any litigation to which it is currently a party will have a material adverse effect on the Companys results of operations, cash flows, or
financial condition.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



This quarterly report on Form 10-Q contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as
may, will, should, expects, intends, plans, anticipates, believes, estimates, predicts, potential, or the negative of
these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Such forward-looking statements relate to future events or future financial performance and involve known and unknown
risks, uncertainties and other factors that may cause the Companys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or
implied by the forward-looking statements, including the risks and uncertainties described in Risk Factors in our annual report on Form 10-K for the fiscal year ended August 31, 2003. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You must read the following discussion of the results of our business and our operations and financial condition
in conjunction with our reviewed consolidated financial statements, including the notes, included in this quarterly report on Form 10-Q and our audited consolidated financial statements, including the notes, included in our annual report on Form
10-K for the fiscal year ended August 31, 2003.



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Executive Summary



Second Quarter of Fiscal 2004



During the quarter ended February 29, 2004, we experienced a sharp decline in our results of operations. We had previously begun the process of developing
the business of our new hospitals in Baton Rouge and Garland and had planned for substantial increased expenses for personnel, depreciation and other operating expenses, as well as additions to the physician staff. However, the departure of several
key physicians from our Pasadena facility caused a sharp drop in operating activity at that hospital. Since the reduction in operating expenses only partially offset the decline in revenue at Pasadena, Garland was still in the early stage when
operating expenses were higher than revenue, our operating margin decreased. In addition, ongoing regulatory investigations and legal proceedings as well as negative publicity about the Company made it more difficult for us to recruit physicians in
Pasadena and elsewhere and substantially increased our legal and auditing expenses.



Net Patient Service Revenues Down 20%



During
the fiscal quarter ended February 29, 2004, net patient service revenues declined by $4.3 million, or 20%, compared to the prior year period, to $16.9 million. Our Baton Rouge and Garland Facilities contributed $5.2 million and $900,000,
respectively, of net patient service revenue, partially offsetting a 52% decline of $10.2 million in net patient service revenue at the Pasadena Facility.



| |  | During the fiscal quarter ended February 29, 2004, several physicians who accounted for more than 28% of our gross revenues for 2003 left the staff of the Pasadena Facility. In
addition, a physician who had contributed approximately 21% of our gross revenues in fiscal 2003 had his medical license suspended in August 2003 and has not provided medical services at our facilities since that time.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Ongoing regulatory investigations and legal proceedings, as well as negative publicity about the Company, have made recruiting new physicians more difficult. See Item 3. Legal
Proceedings in our annual report on Form 10-K for the fiscal year ending August 31, 2003 for more information.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Net Income Down 79%



Net income declined 79% to $880,000 from $4.1 million in the comparable quarter of fiscal 2003, primarily because of the following:



| |  | Net patient service revenue declined by $4.3 million compared to the prior year quarter.
| | - | ----------------------------------------------------------------------------------------



| |  | During the three months ended February 29, 2004, we continued to incur the expenses of operating the early stage Baton Rouge Facility and the newly acquired Garland hospital with
only modest start-up revenues at Garland. As a result, expenses increased compared to the comparable quarter in the preceding year, by approximately $2 million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Offsetting these increased expenses, medical services and supplies expense declined by $750,000 due to reduced activity at the Pasadena Facility.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



Six Months Ended February 29, 2004



The 10% decline of net patient service revenue from $39.1 million to $35
million and the 75% decline of net income from $9.3 million to $2.3 million in the six months ended February 29, 2004 was mainly caused by similar factors, as well as a $1.1 million non-cash pretax compensation expense related a former
employees incentive stock option previously granted.



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##### Table of Contents

Third Quarter of Fiscal 2004



For a report on results for the three and nine months ended May 31, 2004, please see our report on Form 10-Q for the third
quarter of fiscal 2004 being filed at the same time as this report.



Outlook
for the Fourth Quarter of Fiscal 2004



During the first
half of the current quarter ending August 31, 2004, we have added physicians to the staff of each of our three hospital facilities. While we are continuing our efforts to recruit additional physicians, we do not expect that these additions will have
a near-term impact on our financial results.



Update on Critical
Accounting Policies and Estimates



There have been no
changes to the critical accounting policies used in our reporting of results of operations and financial position for the quarter ended February 29, 2004. For a discussion of our critical accounting policies see Managements Discussion and
Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the fiscal year ended August 31, 2003.



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Results of Operations



|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- |  | ----------------- | - |  | ----------------- | ---------- |  | ----------------- | - |  | - | ---------- |  | --- | - |  | - | ---------- |  | --- | -
|                                                                                                                           |  | Three months ended |            |  | Six months ended  |  
|                                                                                                                           |  | February 29, 2004  |            |  | February 28, 2003 |   |  | February 29, 2004 |            |  | February 28, 2003 |  
|Net patient service revenue                                                                                                |  | $                  | 16,867,680 |  | 100               | % |  | $                 | 21,127,507 |  | 100               | % |  | $ | 34,966,505 |  | 100 | % |  | $ | 39,061,433 |  | 100 | %
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Costs and expenses:                                                                                                        |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Compensation and benefits                                                                                                  |  |                    | 4,916,068  |  | 29                |   |  |                   | 3,268,376  |  | 15                |   |  |   | 10,572,253 |  | 30  |   |  |   | 5,942,771  |  | 15  |  
|Medical services and supplies                                                                                              |  |                    | 2,627,229  |  | 16                |   |  |                   | 3,395,285  |  | 16                |   |  |   | 5,116,521  |  | 15  |   |  |   | 7,351,338  |  | 19  |  
|Other operating expenses                                                                                                   |  |                    | 6,897,673  |  | 41                |   |  |                   | 5,822,663  |  | 28                |   |  |   | 13,013,356 |  | 37  |   |  |   | 9,217,923  |  | 24  |  
|Provision for uncollectible accounts                                                                                       |  |                    | 110,856    |  | 1                 |   |  |                   | 150,541    |  | 1                 |   |  |   | 241,495    |  | 1   |   |  |   | 226,224    |  | 1   |  
|Depreciation and amortization                                                                                              |  |                    | 965,614    |  | 6                 |   |  |                   | 556,721    |  | 3                 |   |  |   | 1,836,680  |  | 5   |   |  |   | 908,970    |  | 2   |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Total costs and expenses                                                                                                   |  |                    | 15,517,440 |  | 92                |   |  |                   | 13,193,586 |  | 62                |   |  |   | 30,780,305 |  | 88  |   |  |   | 23,647,226 |  | 61  |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Income from operations                                                                                                     |  |                    | 1,350,240  |  | 8                 |   |  |                   | 7,933,921  |  | 38                |   |  |   | 4,186,200  |  | 12  |   |  |   | 15,414,207 |  | 39  |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Income before income tax, minority interests, extraordinary gain and cumulative effect of a change in accounting principle |  |                    | 1,730,036  |  | 10                |   |  |                   | 8,052,902  |  | 38                |   |  |   | 4,595,444  |  | 13  |   |  |   | 15,670,945 |  | 40  |  
|Provision for income taxes                                                                                                 |  |                    | 810,996    |  | 5                 |   |  |                   | 2,845,566  |  | 13                |   |  |   | 2,202,621  |  | 6   |   |  |   | 5,547,002  |  | 14  |  
|Minority interest in earnings                                                                                              |  |                    | 37,130     |  |                  |   |  |                   | 1,084,595  |  | 5                 |   |  |   | 234,174    |  | 1   |   |  |   | 1,828,102  |  | 5   |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Income before extraordinary gain and cumulative effect of a change in accounting principle                                 |  |                    | 881,910    |  | 5                 |   |  |                   | 4,122,741  |  | 20                |   |  |   | 2,158,649  |  | 6   |   |  |   | 8,295,841  |  | 21  |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Net income                                                                                                                 |  | $                  | 881,910    |  | 5                 | % |  | $                 | 4,122,741  |  | 20                | % |  | $ | 2,345,519  |  | 7   | % |  | $ | 9,284,558  |  | 24  | %
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Operational statistics (Number of medical procedures):                                                                     |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Inpatient:                                                                                                                 |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Bariatrics                                                                                                                 |  |                    | 158        |  |                   |   |  |                   | 121        |  |                   |   |  |   | 326        |  |     |   |  |   | 264        |  |     |  
|Orthopedics                                                                                                                |  |                    | 193        |  |                   |   |  |                   | 118        |  |                   |   |  |   | 293        |  |     |   |  |   | 246        |  |     |  
|Other                                                                                                                      |  |                    | 45         |  |                   |   |  |                   | 19         |  |                   |   |  |   | 71         |  |     |   |  |   | 44         |  |     |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Total inpatient procedures                                                                                                 |  |                    | 396        |  |                   |   |  |                   | 258        |  |                   |   |  |   | 690        |  |     |   |  |   | 554        |  |     |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Outpatient:                                                                                                                |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Orthopedics                                                                                                                |  |                    | 224        |  |                   |   |  |                   | 168        |  |                   |   |  |   | 399        |  |     |   |  |   | 357        |  |     |  
|Other                                                                                                                      |  |                    | 562        |  |                   |   |  |                   | 601        |  |                   |   |  |   | 1,204      |  |     |   |  |   | 1,153      |  |     |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Total outpatient procedures                                                                                                |  |                    | 786        |  |                   |   |  |                   | 769        |  |                   |   |  |   | 1,603      |  |     |   |  |   | 1,510      |  |     |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  
|Total procedures                                                                                                           |  |                    | 1,182      |  |                   |   |  |                   | 1,027      |  |                   |   |  |   | 2,293      |  |     |   |  |   | 2,064      |  |     |  
|                                                                                                                           |  |                    |            |  |                   |   |  |                   |            |  |                   |   |  |   |            |  |     |   |  |   |            |  |     |  



Three Months Ended February 29,
2004 Compared to the Three Months Ended February 28, 2003



Net patient service revenue decreased by $4,259,827 or 20% from $21,127,507 to $16,867,680 and total surgical cases increased by 15% from 1,027 cases to 1,182 cases, for the quarters ended
February 28, 2003 and February 29, 2004, respectively. There were significant increases and decreases within the net patient revenue and surgical cases mix during the quarter ended February 29, 2004. Net patient revenue of the Pasadena Facility
decreased by $10,240,016 or 52% from $19,802,287 to $9,562,271 due to a decrease of 32 inpatient orthopedic cases or 27% from 117 cases to 85 cases, a reduction of 42 inpatient bariatric cases or 38% from 111 cases to 69 cases and a reduction of 135
outpatient cases or 29% from 463 cases to 328 cases. During the quarter ended February 29, 2004, several physicians departed from the Pasadena Facility or substantially reduced their surgeries for various reasons. For additional information, please
see Item 1. Business  Recent Developments  Loss of Key Physicians in our annual report on Form 10-K for the fiscal year ended August 31, 2003. The West Houston Facilitys net patient revenue decreased by $129,065



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or 17% from $741,147 to $612,082. These decreases were partially offset by an increase in net patient revenue at the
Baton Rouge Facility, which began operations in January 2003, by $5,208,751 from $584,073 to $5,792,824 due to an increase of 87 inpatient surgical cases from 11 cases to 98 cases and an increase of 6 outpatient cases or 8% from 75 cases to 81
cases. In addition, the Garland Facility, which became operational in November 2003, generated $900,503 of net patient revenue during the quarter ended February 29, 2004 from 132 inpatient surgical cases and 148 outpatient surgical cases.



Total costs and expenses increased by $2,323,854 or 18% from
$13,193,586 to $15,517,440 primarily due to the Baton Rouge Facility, which began operations in January 2003, and the start up expenses at the Garland Facility. The significant increases in expenses categories are explained below.



Compensation and benefits expense increased by $1,647,692 or 50% primarily
due to increases of $554,113 and $841,141 in wages and benefits incurred by the Baton Rouge and Garland Facilities, respectively. The balance net increase of $193,162 was primarily due to an increase in corporate staff.



Medical services and supplies expense decreased by $768,056 or 23% primarily
due to a reduction of $2,154,309 at the Pasadena Facility, primarily due to fewer surgical cases principally because of a reduction in inpatient procedures from 247 to 166. This decrease was partially offset by increases of $755,846 and $616,123 in
medical services and supplies at the Baton Rouge and Garland Facilities, respectively.



Other operating expenses increased $1,075,010 or 18% from $5,822,663 to $6,897,673 primarily due to the Garland Facility starting full operations in the current period, and due to a marketing service arrangement.



Depreciation and amortization expense increased $408,893 or
73% primarily due to the addition of the Baton Rouge and Garland Facilities.



Minority interest in earnings decreased $1,047,546 or 97% as compared to the quarter ended February 28, 2003, primarily due to a decrease in minority interest in the Pasadena Facility from 10%. The reduction from 5%
to 0% during the quarter ended February 29, 2004 occurred when the Company purchased the minority interest as follows:



|                 |  |             |  
|---------------- |  | ----------- | -
|Date of Purchase |  | % Purchased |  
|June 2003        |  | 11/2        | %
|September 2003   |  | 31/2        | %
|December 2003    |  | 5           | %



Six Months Ended February 29, 2004
Compared to the Six Months Ended February 28, 2003



Net
patient service revenue decreased by $4,094,928 or 10% from $39,061,433 to $34,966,505 and total surgical cases increased by 10% from 2,064 cases to 2,293 cases, for the six months ended February 28, 2003 and February 29, 2004, respectively. There
were significant increases and decreases within the net revenue and surgical case mix during the six months ended February 29, 2004. Net patient revenue at the Pasadena Facility decreased by $15,446,649 or 42% from $36,783,200 to $ $21,336,550 due
to a decrease of 67 inpatient orthopedic cases or 27% from 245 cases to 178 cases, a decrease of 102 inpatient bariatric cases or 40% from 254 cases to 152 cases, and a decrease of 196 outpatient cases or 21% from 932 cases to 736 cases. During the
six months ended February 29, 2004, several physicians departed from the Pasadena Facility or substantially reduced their surgeries for various reasons. For additional information, please see Item 1. Business  Recent Developments 
Loss of Key Physicians in our annual report on Form 10-K for the fiscal year ended August 31, 2003.



These decreases were partially offset by an increase in net patient revenue at the Baton Rouge Facility, which began operations in January 2003, by
$10,355,637 from $584,073 to $10,939,710. The revenue increase was due to an increase of 185 inpatient surgical cases and an increase of 105 outpatient cases. In addition, the Garland Facility, which became operational in November 2003, generated
$900,503 of net patient revenue during the six months ended February 29, 2004 from 132 inpatient surgical cases and 148 outpatient surgical cases.



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Total costs and expenses for the six months ended February 29, 2004 increased $7,133,079 or 30% primarily
due to the Baton Rouge facility and Garland facility, which began operations in January 2003 and November 2003, respectively. The significant increases in expense categories are explained as follows:



Compensation and benefits expense increase of $4,629,482 or 78% includes
$1,085,000 non-cash compensation expense incurred to modify a former employees incentive stock option previously granted. Increases in wages and benefits incurred by Baton Rouge and Garland Facilities in the six months ended February 29, 2004
were $1,682,295 and $1,312,413, respectively. The balance of the net increase was primarily due to the increase in corporate staff.



Medical services and supplies expense decreased $2,234,817 or 30% primarily due to a reduction of $4,518,176 at the Pasadena Facility, which included
using fewer medical services and supplies of $3,784,679 due to fewer surgical cases (primarily reduction in total cases from 1,475 to 1,098) and savings of $733,497 by not using outside laboratory and radiology services and operating our internal
laboratory and radiology departments. This decrease was partially offset by an increase of $1,514,574 and $616,123 in medical services and supplies at the Baton Rouge and Garland Facilities, respectively.



Other operating expense increased by $3,795,433 or 41% primarily due to an
increase of $1,525,931 incurred by the Baton Rouge Facility and an increase of $1,517,508 incurred by the Garland Facility. The balance of the increase was primarily due to increase in corporate expenses for accounting and legal fees, and a
marketing service arrangement.



Depreciation and amortization
expense increased $927,710 or 102% primarily due to the addition of the Baton Rouge and Garland Facilities.



Minority interest in earnings decreased $1,593,928 or 87% primarily due to the decrease in minority interest in the Pasadena Facility from 10% during the
six months ended February 28, 2003, while minority interest was reduced from 81/2% to 0% during the six months
ended February 29, 2004. (See disclosure above for minority purchase dates.)



Liquidity and Capital Resources



The Company
maintained sufficient liquidity in the six months ended February 29, 2004 to meet its business needs. As of February 29, 2004, its principal source of liquidity included $4,960,337 in cash and cash equivalents. These instruments were short-term,
highly liquid instruments and, accordingly, their fair value approximated cost.



Cash flow from operating activities



Total
cash flow provided from operating activities was $9,516,907 during the six months ended February 29, 2004 due to a net reduction of accounts receivable through collections of $4,309,267 and a non-cash stock compensation expense of $881,785 that did
not require cash payment. As of February 29, 2004, the Company had $2,000,000 as restricted cash invested in a certificate of deposit with a bank, pursuant to the Jane Capital and Sunbelt Medical lawsuit in which it was required by the court to post
an irrevocable letter of credit to support the issuance of a temporary injunction. This case was subsequently settled in May 2004 and the letter of credit was released.



Cash flow from investing activities



Total cash used in investing activities was $5,442,350 during the six months ended February 29, 2004 primarily due to purchase of equipment for the
Garland Facility.



Cash flow from financing activities



Total cash flow used in financing activities was $998,053 during the six
months ended February 29, 2004. During this period, the Company had repaid its line of credit in full. However, as of February 29, 2004 the



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Company borrowed back approximately $6 million from its line of credit. Subsequent to the end of the reporting quarter,
the Company drew maximum amounts permissible under the line of credit of approximately $6 million for its general operating needs. During the six months ended February 29, 2004, the Company received and returned a deposit for proposed sale of
accounts receivable of $3,360,000 and made distributions to and purchases of minority interest holders of $1,925,000.



The Company had working capital of $18,055,485 as of February 29, 2004, and maintained a liquid position by a current ratio of approximately 2.02 to 1.
The Companys management believes that available cash funds and funds generated from operations will be sufficient for the Company to finance working capital requirements for remainder of the current fiscal year.



The Company has a reducing revolving line of credit with an unrelated
financial institution. The line is reduced monthly by an amount equal to 1/180thof the original loan amount. The
amount available and drawn under the line of credit as of February 29, 2004 was approximately $6,000,000. The interest rate on the line of credit is based on the dealer commercial paper rate plus 2.3%.



Because we did not timely file the Form 10-K for the fiscal year ending
August 31, 2003 and the three quarterly reports on Form 10-Q for the fiscal quarters ended November 30, 2003, February 29, 2004 and May 31, 2004, we are in default under the terms of the line of credit. On April 16, 2004, the financial institution
submitted to us a written notice of default. Since we did not cure the default within 10 days, we are now in default under the line of credit. To this date, the financial institution has not taken any further action. Our indebtedness under our line
of credit is secured by substantially all of our assets. If we are unable to repay all outstanding balances, the financial institution could proceed against our assets to satisfy our obligations under the line of credit. There can be no assurance
that the Company will have sufficient funds available to meet all of its capital needs.



Subsequent Events/Recent Developments



Delisting of Common
Stock from Nasdaq National Market



In December 2003, the
Nasdaq staff notified us of its determination to delist our common stock for failure to comply with the continued listing requirements set forth in NASD Marketplace Rule 4310(c)(14) due to our failure to file an annual report on Form 10-K for the
fiscal year ended August 31, 2003. On April 16, 2004, the Companys common stock was delisted from the Nasdaq National Market. Please read Item 1. Business-Recent Developments- Delisting of Common Stock from Nasdaq National Market
in our Form 10-K for the fiscal year ended August 31, 2003 filed on July 30, 2004. Once we have become current in our SEC filings, we will explore the listing alternatives available to us. However, we cannot assure you that an active trading market
will exist for our common stock.



Item 3. Quantitative and Qualitative Disclosures About Market Risk.



Market risks relating to the Companys operations result primarily from changes in interest rates as well as credit risk concentrations. Except for a
refundable deposit made in the second fiscal quarter of 2004 of approximately $604,000 for the lease of land in Shanghai, China, which is in local currency, all of the Companys contracts are denominated in US dollars and, therefore, the
Company has no significant foreign currency risk.



The Company
had no amounts drawn under its line of credit at the beginning of the quarter ended February 29, 2004. However, the company drew on the line of credit during this quarter and had an outstanding balance of approximately $6 million as of February 29,
2004. The total interest expense incurred by the Company during this quarter was $52,720.



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Other than as disclosed herein, there have been no material changes in the Companys exposure to
market risk from the disclosure included in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Companys annual report on Form 10-K for the fiscal year ended August 31, 2003 filed July 30, 2004.



Item 4. Controls and Procedures.



In connection with the audit of our financial statements for fiscal year ended August 31, 2003 and the re-audit of our financial statements for the fiscal year ended August 31, 2002, our current outside auditors identified and orally
brought to the attention of the Audit Committee on July 19, 2004 and thereafter what they consider to be material weaknesses in our internal controls relating to:



| |  | the non-compliance by various departments in submitting information in accordance with procedures to ensure proper and timely recording of accounts payable;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | family relationships among certain of our officers and employees;
| | - | -----------------------------------------------------------------



| |  | the failure to properly utilize the inventory software to track and report our inventory quantities on a real time basis;
| | - | -------------------------------------------------------------------------------------------------------------------------



| |  | the failure to properly account for stock options issued to non-employees; and
| | - | ------------------------------------------------------------------------------



| |  | lack of supervision, review and quality control related to the accounting for income taxes.
| | - | -------------------------------------------------------------------------------------------



For additional information, please see Item 9A. Controls and Procedures in our annual report on Form 10-K for
the fiscal year ended August 31, 2003, filed on July 30, 2004.



(a) Evaluation of Disclosure Controls and Procedures.



Our management carried out an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29,
2004, the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, including consideration of the matters described in subsection (b) below, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of February 29, 2004.



Based on further detailed review of our internal controls as they relate to inventory and accounts payable during the fourth quarter of fiscal 2003, we determined that the accounts payable process had failed to record
certain liabilities on a timely basis and the inventory management system had failed to track inventory on a continuous basis. We quantified this internal control weakness relating to accounts payable recordation by reconciling our liabilities to
our subsequent payments. We quantified the inventory process control weakness by taking complete physical inventories at the end of each quarter and reconciling the physical counts to our records.



The Company has taken the following initial steps to address the issues
identified as material weaknesses and to enhance the effectiveness of its internal controls:



| |  | Appointment of James G. Gerace, a certified public accountant, to the Board of Directors, to serve as the chair of the Audit Committee, with the Board having made the determination
that Mr. Gerace meets the standards of an audit committee financial expert as set forth in the rules promulgated by the Securities and Exchange Commission;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Appointed a general counsel and recently appointed a deputy general counsel who communicate directly with the Audit Committee and with the Board of Directors;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Recently appointed a Regulatory Compliance Officer for operations;
| | - | ------------------------------------------------------------------



| |  | Recently established an internal audit department and engaged an interim internal auditor and compliance officer;
| | - | -----------------------------------------------------------------------------------------------------------------



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| |  | Appointed a permanent head internal auditor to begin September 2004 who will report directly to the Audit Committee; and
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | Recently formed a Disclosure Committee to include the Chief Executive Officer, the Chief Financial Officer and certain other officers and senior management.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



Neither the general counsel, the deputy general
counsel, the regulatory compliance officer nor the head internal auditor have any prior business or family relationships with any members of management or major shareholders of the Company.



The Company is in the process of adopting more rigorous policies and
procedures with respect to its disclosure and financial reporting review process and has engaged an outside consulting firm as an internal auditor and compliance advisor to assist the Company in implementing effective compliance structures,
including the Companys Sarbanes-Oxley compliance program and Nasdaq listing requirements. The Company is committed to fully instituting enhanced disclosure controls and procedures that are designed to ensure that the information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and regulations, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a-14(c).



(b) Changes in Internal Controls.



We have implemented the following changes to our internal controls:



| |  | Beginning the first quarter of fiscal 2004 we switched to a more effective and reliable software system for consolidating financial information;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We have implemented a new software to more efficiently and timely calculate fixed assets both for book and tax purposes;
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | We have implemented a new procedure whereby our accounts payable data are to be entered into the system immediately;
| | - | --------------------------------------------------------------------------------------------------------------------



| |  | We have implemented more efficient and timely procedures for monthly closings;
| | - | ------------------------------------------------------------------------------



| |  | We have engaged our current outside auditors to prepare our income tax returns;
| | - | -------------------------------------------------------------------------------



| |  | Our board of directors has adopted a policy that prohibits any issuance of stock options to non-employees other than non-employee directors; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We have implemented a Company Policy on Contracts and Purchase Orders.
| | - | ----------------------------------------------------------------------



In light of the issues identified as material weaknesses and the requirements enacted by the Sarbanes-Oxley Act of 2002 and the related rules and
regulations adopted by the SEC, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 29, 2004, there were material weaknesses and deficiencies in our internal controls. Despite those material weaknesses and
deficiencies in our internal controls as of such date, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) believe that there are no material inaccuracies, or omissions of material facts necessary to make the
statements included in this report not misleading in light of the circumstances under which they are made. To overcome the material weaknesses, the Companys CEO and CFO directed the Companys internal accounting staff to provide
additional substantive accounting information and data to our outside auditors, in conjunction with their review of the consolidated financial statements for the three months and six months ended February 29, 2004.



In addition to identifying the internal control weaknesses described above,
our outside auditors tested our other internal controls to determine whether there were other such material weaknesses that affected our financial



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statements for the fiscal year ended August 31, 2003. This evaluation included substantial efforts to restate our 2002
and 2001 financial statements and selected financial information for 2000 and 1999 and an effort to identify the internal controls over financial reporting that could or should have prevented or mitigated the error. These efforts and the audit of
the restated 2002 financial statements were designed to provide reasonable assurance that we have recorded all material adjustments. In particular, our outside auditors tested our other internal controls by reviewing processes, analytical reviews
and substantive testing and by reviewing disbursement activity subsequent to fiscal year-end 2003. Based on these tests, our auditors have advised us that they did not identify any other material weaknesses in internal controls.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings



In
January 2002, the Company, two of its officers, and the spouse of one of the officers were named as defendants in a shareholder class action lawsuit, Hamilton v. Dynacq International, et al., in the United States District Court for the
Southern District of Texas alleging violations of federal securities laws and regulations. The suit was brought in early 2002 following a sharp high volume increase in short sales of our common stock. The plaintiffs alleged that the Company violated
Sections 10(b) and 20(a) and Rule 10b-5 under the Exchange Act by making materially false or misleading statements or omissions regarding revenues and receivables and regarding whether our operations complied with various federal regulations. The
district court consolidated these actions and appointed a lead plaintiff in the matter. The lead plaintiff filed a consolidated amended complaint on September 6, 2002. The Company and its officers moved to dismiss the complaint on February 25, 2003.
On August 26, 2003, the Court dismissed with prejudice and denied plaintiffs leave to amend further. The plaintiffs thereafter filed a notice of appeal. In May 2004, the third quarter for the Company, the plaintiffs dismissed their appeal, thereby
concluding the case.



In March 2002, the Company accepted
service of a shareholder derivative action, Brill v. Chan, et al., filed on or about February 26, 2002 in the 295th District Court of Harris County, Texas brought on behalf of the Company against its officers and directors, outside auditor,
investment bank, and two analysts affiliated with that investment bank. The suit alleged breach of fiduciary duty, aiding and abetting breach of fiduciary duty, negligence and breach of contract. The final settlement, which was approved by the Court
on November 10, 2003, provided, among other things, that (1) the claims were dismissed with prejudice and (2) defendants agreed to pay the legal fees and expenses of plaintiffs (shareholders), which the Court set at $500,000. Among the terms of the
settlement, it was stipulated that, as a result of the prosecution of the lawsuit and/or the work of the Special Litigation Committee of the Board of Directors of Dynacq, Dynacq had implemented and/or had agreed to implement certain procedures
relating to its Audit Committee and its accounting for uncollectible accounts and contractual allowances. The settlement does not require any change in previously reported financial statements. The Company had accrued for this settlement at August
31, 2003. The Company made the payment of $500,000 in December 2003 and the matter was concluded in the first quarter of 2004.



A separate shareholder derivative action alleging breach of fiduciary duty, abuse of control, gross mismanagement and unjust enrichment, Flory v. Chan,
et al., H-02-3123, was brought in U.S. District Court for the Southern District of Texas in August 2002, but was stayed on November 12, 2002 by the district court pending the outcome of the shareholder class action described above. Given the
plaintiffs dismissal of the appeal in the Hamilton shareholder class action described above and given the state courts dismissal of the same or similar claims in the Brill state derivative action described above, the
Company moved in the fourth quarter of fiscal 2004 to dismiss this derivative action.



In the second quarter of 2004, eight lawsuits were filed in the United States District Court for the Southern District of Texas (Houston Division) between December 24, 2003 and January 26, 2004, alleging federal
securities law causes of action against the Company and various current and former officers and directors. The cases were filed as class actions brought on behalf of persons who purchased shares of Company common stock in the open market generally
during the period of January 14, 2003 through December 18, 2003. Under the procedures of the Private Securities Litigation Reform Act, certain plaintiffs have filed motions asking to consolidate these actions and be designated as lead plaintiff. The
court consolidated the actions and appointed a lead plaintiff in the matter. An amended complaint was filed on June 30, 2004, asserting a class period of November 27, 2002  December 19, 2003



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and naming additional defendants, including Ernst & Young LLP, the Companys prior auditors. The amended
complaint seeks certification as a class action and alleges that the defendants violated Sections 10(b), 20(a), 20(A) and Rule 10b-5 under the Exchange Act by publishing materially misleading financial statements that did not comply with generally
accepted accounting principles, making materially false or misleading statements or omissions regarding revenues and receivables, operations and financial results and engaging in an intentional fraudulent scheme aimed at inflating the value of
Dynacqs stock. After the Company filed its Form 10-K for fiscal 2003 on July 30, 2004, the procedural schedule was amended so that plaintiffs have until 30 days after this and the other outstanding 10-Qs are filed to file an amended
complaint. The Company is vigorously defending against the allegations and will file a motion to dismiss all or some of the claims. The Company cannot predict the ultimate outcome of the lawsuit or whether the lawsuit will have a material adverse
effect on the Companys financial condition.



The Company
was named as a defendant in the lawsuit Leo Borrell v. Dynacq International, Inc., NeWeigh, Inc., and Diane Crumley, Vital Weight Control, Inc., d/b/a NeWeigh, and Vista Community Medical Center, L.L.C. (Cause No. 2002-13659) filed in March
2002 in the 281st Judicial District Court of Harris County, Texas. The Company has been nonsuited in the fourth quarter of 2004.



Late in fiscal year 2003, a dispute arose between one of the Companys subsidiaries and Jane Capital, LLC and Sunbelt Medical Corp. related to the
purchase of medical equipment for the Companys Baton Rouge Facility. Because Jane Capital and Sunbelt each demanded identical full payment for the equipment without providing necessary supporting documents, the Companys subsidiary filed
suit in April 2003 in state district court in Harris County, Texas (165th District) to require Jane Capital, LLC and Sunbelt Medical Corp. to produce the documents, to determine the proper amount owed for the equipment and to whom such amounts were
owed and to reimburse the Company for selling to the Company certain defective products. The lawsuit was settled in May 2004, the third quarter of 2004.



In September 2003, a lawsuit, case number 598-564, was filed in the Twenty Fourth Judicial District Court for the Parish of Jefferson, State of Louisiana,
by Liljeberg Enterprises International, L.L.C. alleging that the plaintiff is owed damages for costs of goods and services rendered for pharmacy operations at the Baton Rouge Facility. The plaintiff has asserted claims for breach of contract, fraud,
negligence, fraudulent misrepresentation, negligent misrepresentation, civil conspiracy and gross negligence. On August 6, 2004, the plaintiff filed a Motion for Partial Summary Judgment, which is currently set for hearing on October 15, 2004,
claiming damages in the amount of approximately $725,000 plus accounting fees. The Company believes the motion is premature and that the amount of damages alleged is without merit. The Company intends to oppose the motion and to continue to
vigorously defend the lawsuit. However, we cannot predict the ultimate outcome of the lawsuit or whether the lawsuit will have a material adverse effect on the Companys financial condition.



In December 2002, the Pasadena Facility was notified by the Centers for
Medicare and Medicaid Services (CMS) that the Pasadena Facility had allegedly violated requirements of the Emergency Medical Treatment and Labor Act (EMTALA). The Texas Department of Health (TDH) conducted an
investigation and reported to the CMS that appropriate corrective actions had been taken. As a result of TDHs findings, the CMS notified the facility in January 2003 that its eligibility for Medicare participation remained in effect, but, as
required by §1867(d) of the Social Security Act, the matter would be forwarded to the Quality Improvement Organization (QIO) to review the case and report its findings to the OIG for a possible assessment of a civil monetary
penalty. Representatives of the facility met with the QIO on October 3, 2003. As of this date, there has been no report issued by the QIO or any response received from the OIG. The Company does not anticipate that it will incur any material
liability that would have a material adverse effect on the Companys operations, cash flows, or financial condition as a result of this proceeding.



In February 2004, the Company was notified by the Office of the Attorney General of Texas that it is the subject of an investigation of possible
violations of the statutes governing the solicitation of patients. Based on the documents requested and communications with Company representatives, the Company believes that such investigation stems from the same allegations that were asserted in
the private lawsuit with Dr. Borrell described above in which the Company has been nonsuited. The Company is cooperating with the AGs Office on this matter, but believes the complaint received by the AGs office to be without merit.



For additional information, please read Item 3. Legal
Proceedings in our annual report on our Form 10-K for the fiscal year ended August 31, 2003.



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From time to time, the Company is involved in litigation and administrative proceedings that are
incidental to its business. The Company cannot predict whether any litigation to which it is currently a party will have a material adverse effect on the Companys results of operations, cash flows, or financial condition.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Issuer Purchases of Equity Securities



|                                                                           |  |                                |  |                             |       |                                                                     |         |     |                                                                   |        |    
|-------------------------------------------------------------------------- |  | ------------------------------ |  | --------------------------- | ----- | ------------------------------------------------------------------- | ------- | --- | ----------------------------------------------------------------- | ------ | ---
|Shares Purchased by the Company During the Quarter Ended February 29, 2004 | 
|Period                                                                     |  | Total numberof sharespurchased |  | Average pricepaid per share |       | Total number of sharespurchased as part ofpublicly announcedprogram |         |     | Maximum number ofshares that may yet bepurchased under theprogram |       
|December 2003 (12/3/03 and 12/9/03)                                        |  | 103,176                        |  | $                           | 15.62 |                                                                     | 450,676 | (1) |                                                                   | 49,324 | (1)

---

|(1) | The repurchase plan was publicly announced in January 2002. Under the repurchase plan, the Company was authorized to repurchase up to 500,000 shares of common stock. The plan
expires once the maximum of stock has been repurchased, and there is no expiration date of the repurchase plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 3. Defaults Upon Senior Securities



We currently have approximately $6.0 million outstanding under our reducing revolving line of credit, which includes a covenant requiring us to timely file our periodic reports with the Securities and Exchange Commission. Because we did not
timely file our annual report on Form 10-K for the fiscal year ended August 31, 2003 and the three quarterly reports on Form 10-Q for the fiscal quarters ended November 30, 2003, February 29, 2004 and May 31, 2004, we are in default under the terms
of the line of credit. On April 16, 2004, the financial institution submitted to us a written notice of default. Since we did not cure the default within 10 days, we are now in default under the line of credit. To this date, the financial
institution has not taken any further action. Our indebtedness under our line of credit is secured by substantially all of our assets. If we are unable to repay all outstanding balances, the financial institution could proceed against our assets to
satisfy our obligations under the line of credit.



Item 4. Submission of Matter to a Vote of Security Holders



None



Item 5. Other Information.



None



Item 6. Exhibits and Reports on Form 8-K.



(a) Exhibits



|  |  |               |  |                                                                                                                                                                    
|- |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |  | EXHIBIT NO.   |  | IDENTIFICATION OF EXHIBIT                                                                                                                                          
|* |  | Exhibit 3.1   |  | Certificate of Incorporation, incorporated by reference to the Definitive Information Statement filed October 21, 2003, SEC File No. 000-21574.                    
|  |  |              
|* |  | Exhibit 3.2   |  | Bylaws, incorporated by reference to the Definitive Information Statement filed October 21, 2003, SEC File No. 000-21574.                                          
|  |  |              
|* |  | Exhibit 10.13 |  | Cash Sale Agreement of Raw Land in Slidell, Louisiana dated January 23, 2004, incorporated by reference to the Form 10-K for the fiscal year ended August 31, 2003.



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|    |  |               |  |                                                                                                                                                                        
|--- |  | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | EXHIBIT NO.   |  | IDENTIFICATION OF EXHIBIT                                                                                                                                              
|*   |  | Exhibit 10.14 |  | Consulting Agreement dated February 1, 2004 between Sarah Garvin and the Company, incorporated by reference to the Form 10-K for the fiscal year ended August 31, 2003.
|    |  |              
|**  |  | Exhibit 15.1  |  | Letter Regarding Unaudited Interim Financial Information.                                                                                                              
|    |  |              
|**  |  | Exhibit 23.1  |  | Auditor Consent.                                                                                                                                                       
|    |  |              
|**  |  | Exhibit 31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                    
|    |  |              
|**  |  | Exhibit 31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                    
|    |  |              
|*** |  | Exhibit 32.1  |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                     
|    |  |              
|*** |  | Exhibit 32.2  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                     

---

|* | Previously filed and incorporated by reference.
|- | -----------------------------------------------

|** | Filed herewith.
|-- | ---------------

|*** | Furnished herewith.
|--- | -------------------



(b) Reports on Form 8-K



The
Company filed the following reports on Form 8-K during the period covered by this report:



| |  | On December 2, 2003, pursuant to Item 9 of the report containing a copy of the Companys press release dated December 1, 2003 titled Dynacq Postpones Filing of Form 10-K
- Dynacq Reports 40% Increase in Fiscal Year Net Income to $21 Million.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On December 24, 2003, pursuant to Items 4 and 5 of the report containing a copy of the Companys two press releases both dated December 18, 2003 titled Dynacq Healthcare
Announces Resignation of Independent Auditor and  Dynacq Healthcare Receives Notice of Pending NASDAQ Delisting and Informal SEC Investigation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On January 22, 2004, pursuant to Items 4 and 5 of the report containing a copy of the Companys press release dated January 21, 2004 titled Dynacq Healthcare Announces
Appointment of Independent Auditor, New Director, NASDAQ Staff Determination and Hearing.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On February 5, 2004, pursuant to Items 9 and 12 of the report containing a copy of the Companys press release dated February 4, 2004 [sic] titled Dynacq Healthcare
Estimates First Quarter Earnings Decline; Announces Proposed Shanghai Joint Venture; Sale of Slidell Property; Executive Change.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On February 17, 2004, pursuant to Items 9 of the report containing a copy of the Companys press release dated February 13, 2004 titled Dynacq Healthcare Announces
Departure of Executive Officer; Attorney General Investigation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





|                      |  |                         |  |                                             
|--------------------- |  | ----------------------- |  | --------------------------------------------
|                      |  | DYNACQ HEALTHCARE, INC.
|                      |  |                        
|Date: August 30, 2004 |  | By:                     |  | /s/ Chiu M. Chan                            
|                      |  |                         |  | Chiu M. Chan                                
|                      |  |                         |  | Chief Executive Officer                     
|                      |  |                         |  | (duly authorized officer)                   
|                      |  |                        
|Date: August 30, 2004 |  | By:                     |  | /s/ Philip S. Chan                          
|                      |  |                         |  | Philip S. Chan                              
|                      |  |                         |  | Chief Financial Officer                     
|                      |  |                         |  | (principal financial and accounting officer)



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INDEX OF EXHIBITS



|    |  |               |  |                                                                                                                                                                    
|--- |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | EXHIBIT NO.   |  | IDENTIFICATION OF EXHIBIT                                                                                                                                          
|*   |  | Exhibit 3.1   |  | Certificate of Incorporation, incorporated by reference to the Definitive Information Statement filed October 21, 2003, SEC File No. 000-21574.                    
|    |  |              
|*   |  | Exhibit 3.2   |  | Bylaws, incorporated by reference to the Definitive Information Statement filed October 21, 2003, SEC File No. 000-21574.                                          
|    |  |              
|*   |  | Exhibit 10.13 |  | Cash Sale Agreement of Raw Land in Slidell, Louisiana dated January 23, 2004, incorporated by reference to Form 10-K for the fiscal year ended August 31, 2003.    
|    |  |              
|*   |  | Exhibit 10.14 |  | Consulting Agreement dated February 1, 2004 between Sarah Garvin and the Company, incorporated by reference to Form 10-K for the fiscal year ended August 31, 2003.
|    |  |              
|**  |  | Exhibit 15.1  |  | Letter Regarding Unaudited Interim Financial Information.                                                                                                          
|    |  |              
|**  |  | Exhibit 23.1  |  | Auditor Consent.                                                                                                                                                   
|    |  |              
|**  |  | Exhibit 31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                
|    |  |              
|**  |  | Exhibit 31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                
|    |  |              
|*** |  | Exhibit 32.1  |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                 
|    |  |              
|*** |  | Exhibit 32.2  |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                 

---

|* | Previously filed and incorporated by reference.
|- | -----------------------------------------------

|** | Filed herewith.
|-- | ---------------

|*** | Furnished herewith.
|--- | -------------------



28