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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(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 28, 2005



| ̈ | 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



DYNACQ HEALTHCARE, INC.

(Exact name
of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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 x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).

Yes ̈No x



As of April 1, 2005, the number of shares
outstanding of the registrants common stock, par value $.001 per share, was 14,851,568.



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##### Table of Contents



Table of Contents - PART IFINANCIAL INFORMATION



|                                                        |  |                                                                                                                  |  |   
|------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --
|Report of Independent Registered Public Accounting Firm |  | 3                                                                                                               
|                                                        | 
|PART I - FINANCIAL INFORMATION                          |  | 4                                                                                                               
|                                                        |  |                                                                                                                 
|Item 1.                                                 |  | Financial Statements                                                                                             |  | 4 
|                                                        |  |                                                                                                                 
|                                                        |  | Consolidated Balance Sheets as of February 28, 2005 and August 31, 2004                                          |  | 4 
|                                                        |  |                                                                                                                 
|                                                        |  | Consolidated Statements of Operations for the three and six months ended February 28, 2005 and February 29, 2004 |  | 6 
|                                                        |  |                                                                                                                 
|                                                        |  | Consolidated Statements of Cash Flows for the six months ended February 28, 2005 and February 29, 2004           |  | 7 
|                                                        |  |                                                                                                                 
|                                                        |  | Notes to Consolidated Financial Statements                                                                       |  | 9 
|                                                        |  |                                                                                                                 
|Item 2.                                                 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 15
|                                                        |  |                                                                                                                 
|Item 3.                                                 |  | Quantitative and Qualitative Disclosure About Market Risk                                                        |  | 20
|                                                        |  |                                                                                                                 
|Item 4.                                                 |  | Controls and Procedures                                                                                          |  | 21
|                                                        | 
|PART II  OTHER INFORMATION                             |  | 21                                                                                                              
|                                                        |  |                                                                                                                 
|Item 1.                                                 |  | Legal Proceedings                                                                                                |  | 21
|                                                        |  |                                                                                                                 
|Item 2.                                                 |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      |  | 22
|                                                        |  |                                                                                                                 
|Item 3.                                                 |  | Defaults Upon Senior Securities                                                                                  |  | 22
|                                                        |  |                                                                                                                 
|Item 4.                                                 |  | Submission of Matter to a Vote of Security Holders                                                               |  | 22
|                                                        |  |                                                                                                                 
|Item 5.                                                 |  | Other Information                                                                                                |  | 23
|                                                        |  |                                                                                                                 
|Item 6.                                                 |  | Exhibits                                                                                                         |  | 23
|                                                        | 
|Signatures                                              |  | 24                                                                                                              
|                                                        | 
|Index of Exhibits                                       |  | 25                                                                                                              



2



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



|To: | 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 28, 2005, the related consolidated statements of operations for the three-month and six-month periods ended February 28, 2005
and February 29, 2004, and cash flows for the six-month periods ended February 28, 2005 and February 29, 2004. 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, 2004, 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
October 30, 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, 2004, 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, Texas

April 1, 2005



3



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##### Table of Contents



PART I - FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------



Dynacq Healthcare, Inc.

Consolidated Balance Sheets



|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | --------------- | - | ----------
|                                                                                                                                                                                                                                                             |  | February 28, 2005 |            | August 31, 2004
|                                                                                                                                                                                                                                                             |  | (Reviewed)        |            | (Audited)      
|Assets                                                                                                                                                                                                                                                       |  |                   |            |                 |   |           
|Current assets:                                                                                                                                                                                                                                              |  |                   |            |                 |   |           
|Cash                                                                                                                                                                                                                                                         |  | $                 | 8,240,229  |                 | $ | 5,537,776 
|Current portion of accounts receivable, net of contractual allowances of approximately $51,436,000 and $76,736,000 and allowances for
uncollectible accounts of approximately $494,000 and $719,000 at February 28, 2005 and August 31, 2004, respectively   |  |                   | 9,219,165  |                 |   | 16,629,780
|Accounts receivable - other                                                                                                                                                                                                                                  |  |                   | 826,386    |                 |   | 152,525   
|Inventories                                                                                                                                                                                                                                                  |  |                   | 2,467,873  |                 |   | 2,576,067 
|Prepaid expenses                                                                                                                                                                                                                                             |  |                   | 708,671    |                 |   | 668,270   
|Deferred tax assets                                                                                                                                                                                                                                          |  |                   | 1,478,047  |                 |   | 1,294,555 
|Income taxes receivable                                                                                                                                                                                                                                      |  |                   | 4,171,675  |                 |   | 5,523,248 
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|Total current assets                                                                                                                                                                                                                                         |  |                   | 27,112,046 |                 |   | 32,382,221
|                                                                                                                                                                                                                                                             |  |                  
|Property and equipment, net                                                                                                                                                                                                                                  |  |                   | 37,060,080 |                 |   | 38,004,680
|Long-term portion of accounts receivable, net of contractual allowances of approximately $85,729,000 and $51,445,000 and allowances for
uncollectible accounts of approximately $823,000 and $482,000 at February 28, 2005 and August 31, 2004, respectively |  |                   | 15,365,662 |                 |   | 11,148,789
|Goodwill                                                                                                                                                                                                                                                     |  |                   | 582,547    |                 |   | 582,547   
|Other assets                                                                                                                                                                                                                                                 |  |                   | 1,039,713  |                 |   | 1,023,595 
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           
|Total assets                                                                                                                                                                                                                                                 |  | $                 | 81,160,048 |                 | $ | 83,141,832
|                                                                                                                                                                                                                                                             |  |                   |            |                 |   |           



See accompanying
notes.



4



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##### Table of Contents



Dynacq Healthcare, Inc.

Consolidated Balance Sheets (continued)



|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | --------------- | - | ---------- | -
|                                                                                                                                   |  | February 28, 2005 |            |   | August 31, 2004 |  
|                                                                                                                                   |  | (Reviewed)        |            |   | (Audited)       |  
|Liabilities and stockholders equity                                                                                               |  |                   |            |   |                 |   |            |  
|Current liabilities:                                                                                                               |  |                   |            |   |                 |   |            |  
|Cash overdraft                                                                                                                     |  | $                 |           |   |                 | $ | 622,375    |  
|Accounts payable                                                                                                                   |  |                   | 5,196,923  |   |                 |   | 4,741,992  |  
|Accrued liabilities                                                                                                                |  |                   | 5,131,373  |   |                 |   | 4,912,816  |  
|Notes payable                                                                                                                      |  |                   | 6,344,338  |   |                 |   | 6,590,004  |  
|Current taxes payable                                                                                                              |  |                   | 538,711    |   |                 |   | 379,094    |  
|Current portion of capital lease obligations                                                                                       |  |                   | 143,476    |   |                 |   | 127,087    |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|Total current liabilities                                                                                                          |  |                   | 17,354,821 |   |                 |   | 17,373,368 |  
|Non-current liabilities:                                                                                                           |  |                   |            |   |                 |   |            |  
|Deferred tax liabilities                                                                                                           |  |                   | 1,299,653  |   |                 |   | 1,600,705  |  
|Long-term portion of capital lease obligations                                                                                     |  |                   | 205,506    |   |                 |   | 290,308    |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|Total liabilities                                                                                                                  |  |                   | 18,859,980 |   |                 |   | 19,264,381 |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|Minority interests                                                                                                                 |  |                   | 560,801    |   |                 |   | 666,794    |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|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, 16,399,843 shares issued at February 28, 2005 and at August 31,
2004 |  |                   | 16,400     |   |                 |   | 16,400     |  
|Treasury stock, 1,548,275 shares at February 28, 2005 and at August 31, 2004, at cost                                              |  |                   | (7,424,449 | ) |                 |   | (7,424,449 | )
|Additional paid-in capital                                                                                                         |  |                   | 18,973,469 |   |                 |   | 18,982,951 |  
|Retained earnings                                                                                                                  |  |                   | 50,173,847 |   |                 |   | 52,113,026 |  
|Deferred compensation                                                                                                              |  |                   |           |   |                 |   | (477,271   | )
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|Total stockholders equity                                                                                                         |  |                   | 61,739,267 |   |                 |   | 63,210,657 |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  
|Total liabilities and stockholders equity                                                                                         |  | $                 | 81,160,048 |   |                 | $ | 83,141,832 |  
|                                                                                                                                   |  |                   |            |   |                 |   |            |  



See accompanying
notes.



5



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##### Table of Contents



Dynacq Healthcare, Inc.

Consolidated Statements of Operations

(Reviewed)



|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|-------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ----------------- |  | - | ---------------- | - |  | - | ---------- | -
|                                                                           |  | Three months ended |            |   | Six months ended |  
|                                                                           |  | February 28, 2005  |            |   | February 29,2004 |   |            | February 28, 2005 |  |   | February 29,2004 |  
|Net patient service revenue                                                |  | $                  | 14,037,040 |   |                  | $ | 16,867,680 |                   |  | $ | 29,048,751       |   |  | $ | 34,966,505 |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Costs and expenses:                                                        |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Compensation and benefits                                                  |  |                    | 5,056,224  |   |                  |   | 4,916,068  |                   |  |   | 9,742,784        |   |  |   | 10,572,253 |  
|Medical services and supplies                                              |  |                    | 2,666,872  |   |                  |   | 2,627,229  |                   |  |   | 5,361,067        |   |  |   | 5,116,521  |  
|Other operating expenses                                                   |  |                    | 7,905,362  |   |                  |   | 6,897,673  |                   |  |   | 14,800,807       |   |  |   | 13,013,356 |  
|Provision for uncollectible accounts                                       |  |                    | 101,693    |   |                  |   | 110,856    |                   |  |   | 216,209          |   |  |   | 241,495    |  
|Depreciation and amortization                                              |  |                    | 1,043,729  |   |                  |   | 965,614    |                   |  |   | 2,100,665        |   |  |   | 1,836,680  |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Total costs and expenses                                                   |  |                    | 16,773,880 |   |                  |   | 15,517,440 |                   |  |   | 32,221,532       |   |  |   | 30,780,305 |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Income (loss) from operations                                              |  |                    | (2,736,840 | ) |                  |   | 1,350,240  |                   |  |   | (3,172,781       | ) |  |   | 4,186,200  |  
|Other income (expense):                                                    |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Rent and other income                                                      |  |                    | 499,048    |   |                  |   | 421,343    |                   |  |   | 632,023          |   |  |   | 511,975    |  
|Interest income                                                            |  |                    | 13,363     |   |                  |   | 11,173     |                   |  |   | 23,499           |   |  |   | 13,093     |  
|Interest expense                                                           |  |                    | (87,725    | ) |                  |   | (52,720    | )                 |  |   | (164,371         | ) |  |   | (115,824   | )
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Total other income, net                                                    |  |                    | 424,686    |   |                  |   | 379,796    |                   |  |   | 491,151          |   |  |   | 409,244    |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Income (loss) before income tax, minority interests and extraordinary gain |  |                    | (2,312,154 | ) |                  |   | 1,730,036  |                   |  |   | (2,681,630       | ) |  |   | 4,595,444  |  
|Benefit (provision) for income taxes                                       |  |                    | 596,448    |   |                  |   | (810,996   | )                 |  |   | 624,092          |   |  |   | (2,202,621 | )
|Minority interest in loss (earnings)                                       |  |                    | 53,701     |   |                  |   | (37,130    | )                 |  |   | 118,359          |   |  |   | (234,174   | )
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Income (loss) before extraordinary gain                                    |  |                    | (1,662,005 | ) |                  |   | 881,910    |                   |  |   | (1,939,179       | ) |  |   | 2,158,649  |  
|Extraordinary gain, net of $114,170 of income tax expense                  |  |                    |           |   |                  |   |           |                   |  |   |                 |   |  |   | 186,870    |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Net income (loss)                                                          |  | $                  | (1,662,005 | ) |                  | $ | 881,910    |                   |  | $ | (1,939,179       | ) |  | $ | 2,345,519  |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Basic earnings (loss) per common share:                                    |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Income (loss) before extraordinary gain                                    |  | $                  | (0.11      | ) |                  | $ | 0.06       |                   |  | $ | (0.13            | ) |  | $ | 0.15       |  
|Extraordinary gain, net of tax                                             |  |                    |           |   |                  |   |           |                   |  |   |                 |   |  |   | 0.01       |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Net income (loss)                                                          |  | $                  | (0.11      | ) |                  | $ | 0.06       |                   |  | $ | (0.13            | ) |  | $ | 0.16       |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Diluted earnings (loss) per common share:                                  |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Income (loss) before extraordinary gain                                    |  | $                  | (0.11      | ) |                  | $ | 0.06       |                   |  | $ | (0.13            | ) |  | $ | 0.14       |  
|Extraordinary gain, net of tax                                             |  |                    |           |   |                  |   |           |                   |  |   |                 |   |  |   | 0.01       |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Net income (loss)                                                          |  | $                  | (0.11      | ) |                  | $ | 0.06       |                   |  | $ | (0.13            | ) |  | $ | 0.15       |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Weighted average common sharesbasic                                       |  |                    | 14,851,568 |   |                  |   | 14,836,312 |                   |  |   | 14,851,568       |   |  |   | 14,847,919 |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Weighted average common sharesdiluted                                     |  |                    | 14,851,568 |   |                  |   | 15,157,820 |                   |  |   | 14,851,568       |   |  |   | 15,323,563 |  
|                                                                           |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  



See accompanying
notes.



6



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##### Table of Contents



Dynacq Healthcare, Inc.

Consolidated Statements of Cash Flows

(Reviewed)



|                                                                                         |  |                   |            |   |                   |   |            |  
|---------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                         |  | Six months ended  |           
|                                                                                         |  | February 28, 2005 |            |   | February 29, 2004 |  
|Cash flows from operating activities                                                     |  |                   |            |   |                   |   |            |  
|Net income (loss)                                                                        |  | $                 | (1,939,179 | ) |                   | $ | 2,345,519  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                   |            |   |                   |   |            |  
|Extraordinary gain, net of tax                                                           |  |                   |           |   |                   |   | (186,870   | )
|Depreciation and amortization                                                            |  |                   | 2,100,665  |   |                   |   | 1,836,680  |  
|Provision for uncollectible accounts                                                     |  |                   | 216,209    |   |                   |   | 241,495    |  
|Deferred income taxes                                                                    |  |                   | (484,544   | ) |                   |   | 1,064,146  |  
|Minority interests                                                                       |  |                   | (118,359   | ) |                   |   | 234,174    |  
|Gain on sale of assets                                                                   |  |                   |           |   |                   |   | (341,681   | )
|Stock options issued for compensation                                                    |  |                   | (9,482     | ) |                   |   | 881,785    |  
|Deferred compensation amortization                                                       |  |                   | 477,271    |   |                   |   | 90,900     |  
|Changes in operating assets and liabilities:                                             |  |                   |            |   |                   |   |            |  
|Accounts receivable                                                                      |  |                   | 2,579,179  |   |                   |   | 4,309,267  |  
|Inventories                                                                              |  |                   | 108,194    |   |                   |   | (122,397   | )
|Prepaid expenses                                                                         |  |                   | (40,401    | ) |                   |   | 116,333    |  
|Income taxes receivable                                                                  |  |                   | 1,351,573  |   |                   |   | (63,877    | )
|Other assets                                                                             |  |                   | (3,001     | ) |                   |   | (582,734   | )
|Cash overdrafts                                                                          |  |                   | (622,375   | ) |                   |   |           |  
|Accounts payable                                                                         |  |                   | 454,931    |   |                   |   | 775,119    |  
|Accrued liabilities                                                                      |  |                   | 218,557    |   |                   |   | (1,112,540 | )
|Income taxes payable                                                                     |  |                   | 159,617    |   |                   |   | 31,588     |  
|                                                                                         |  |                   |            |   |                   |   |            |  
|Net cash provided by operating activities                                                |  |                   | 4,448,855  |   |                   |   | 9,516,907  |  
|                                                                                         |  |                   |            |   |                   |   |            |  
|Cash flows from investing activities                                                     |  |                   |            |   |                   |   |            |  
|Purchase of property and equipment                                                       |  |                   | (1,151,066 | ) |                   |   | (3,792,350 | )
|Payment of accrued liabilities related to purchase of property and equipment             |  |                   |           |   |                   |   | (1,650,000 | )
|Purchase of accounts receivable - other                                                  |  |                   | (532,601   | ) |                   |   |           |  
|Collections of purchased accounts receivable - other                                     |  |                   | 257,094    |   |                   |   |           |  
|                                                                                         |  |                   |            |   |                   |   |            |  
|Net cash used in investing activities                                                    |  | $                 | (1,426,573 | ) |                   | $ | (5,442,350 | )
|                                                                                         |  |                   |            |   |                   |   |            |  



Continued



7



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##### Table of Contents

Consolidated Statements of Cash Flows (continued)



|                                                              |  |                   |           |   |                   |   |            |  
|------------------------------------------------------------- |  | ----------------- | --------- | - | ----------------- | - | ---------- | -
|                                                              |  | Six months ended  |          
|                                                              |  | February 28, 2005 |           |   | February 29, 2004 |  
|Cash flows from financing activities                          |  |                   |           |   |                   |   |            |  
|Payments on capital leases                                    |  | $                 | (68,413   | ) |                   | $ | (74,721    | )
|Proceeds from note payable                                    |  |                   |          |   |                   |   | 4,976,324  |  
|Payments on note payable                                      |  |                   | (245,666  | ) |                   |   | (5,359,860 | )
|Proceeds from exercise of stock options                       |  |                   |          |   |                   |   | 496,369    |  
|Advance 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                  |  |                   | 200,000   |   |                   |   |           |  
|Distributions to minority interest holders                    |  |                   | (155,750  | ) |                   |   | (1,355,000 | )
|Purchase of minority interests                                |  |                   | (50,000   | ) |                   |   | (570,000   | )
|                                                              |  |                   |           |   |                   |   |            |  
|Net cash used in financing activities                         |  |                   | (319,829  | ) |                   |   | (998,053   | )
|                                                              |  |                   |           |   |                   |   |            |  
|Net increase in cash and cash equivalents                     |  |                   | 2,702,453 |   |                   |   | 3,076,504  |  
|Cash and cash equivalents at beginning of period              |  |                   | 5,537,776 |   |                   |   | 1,883,833  |  
|                                                              |  |                   |           |   |                   |   |            |  
|Cash and cash equivalents at end of period                    |  | $                 | 8,240,229 |   |                   | $ | 4,960,337  |  
|                                                              |  |                   |           |   |                   |   |            |  
|Supplemental cash flow disclosures                            |  |                   |           |   |                   |   |            |  
|Cash paid during the period for:                              |  |                   |           |   |                   |   |            |  
|Interest                                                      |  | $                 | 162,539   |   |                   | $ | 137,818    |  
|                                                              |  |                   |           |   |                   |   |            |  
|Income taxes                                                  |  | $                 | 4,488     |   |                   | $ | 1,170,764  |  
|                                                              |  |                   |           |   |                   |   |            |  
|Non cash investing and financing activities                   |  |                   |           |   |                   |   |            |  
|Decrease in minority interest from acquisition                |  | $                 |          |   |                   | $ | (350,970   | )
|Increase in accrued liabilities                               |  |                   |          |   |                   |   | 350,970    |  
|                                                              |  |                   |           |   |                   |   |            |  
|                                                              |  | $                 |          |   |                   | $ |           |  
|                                                              |  |                   |           |   |                   |   |            |  



See accompanying
notes.



8



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##### Table of Contents



Dynacq Healthcare, Inc.



Notes to
Consolidated Financial Statements



February 28, 2005

(reviewed)



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 $3.7 million and $4.4
million for the quarters ended February 28, 2005 and February 29, 2004, respectively, and $7.8 million and $7.8 million for the six months ended February 28, 2005 and February 29, 2004, respectively. These consolidated financial statements also
include the accounts of Vista Hospital of Baton Rouge, LLC, an indirect majority-owned subsidiary of the Company that operates the Baton Rouge Facility, which is currently in Chapter 11 bankruptcy proceedings. These reviewed financial statements
should be read in conjunction with the audited financial statements at August 31, 2004. Operating results for the quarter and six months ended February 28, 2005 are not necessarily indicative of the results that may be expected for the fiscal year
ending August 31, 2005.



The Company operates in one line of
business and its 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 manner 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 28, 2005, the Company operated two facilities in the Houston, Texas metropolitan area (Pasadena and West Houston Facilities), and one each in the Dallas-Fort Worth, Texas area (Garland Facility) and in
Baton Rouge, Louisiana (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.



Reclassification



Accounts receivable-other of $152,525 has been stated separately out of
other assets as of August 31, 2004 to be consistent with the current presentation.



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, until required otherwise by Statement of Financial Accounting Standards
No. 123(R) (SFAS 123R). In December 2004, the Financial



9



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##### Table of Contents

Accounting Standards Board issued SFAS 123(R), Share-Based Payment, which requires companies to measure and recognize compensation expense
for all stock-based payments at fair value. SFAS 123(R) will be effective for the Company beginning with the first fiscal quarter of 2006. The Company is currently evaluating the impact of SFAS 123(R) to its consolidated financial statements. 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 28,2005   |            |   | February 29,2004 |   |          | February 28, 2005 |  |   | February 29,2004 |  
|Net income (loss) as reported                                                     |  | $                  | (1,662,005 | ) |                  | $ | 881,910  |                   |  | $ | (1,939,179       | ) |  | $ | 2,345,519 |  
|Add: stock-based compensation costs included in reported net income, net of taxes |  |                    | 280,684    |   |                  |   | 29,543   |                   |  |   | 310,227          |   |  |   | 59,086    |  
|Deduct: stock based compensation costs, net of taxes under SFAS 123               |  |                    | (141,834   | ) |                  |   | (141,834 | )                 |  |   | (283,668         | ) |  |   | (283,668  | )
|                                                                                  |  |                    |            |   |                  |   |          |                   |  |   |                  |   |  |   |           |  
|Pro forma net income (loss)                                                       |  | $                  | 1,523,155  |   |                  | $ | 769,619  |                   |  | $ | (1,912,620       | ) |  | $ | 2,120,937 |  
|                                                                                  |  |                    |            |   |                  |   |          |                   |  |   |                  |   |  |   |           |  
|Per share information:                                                            |  |                    |            |   |                  |   |          |                   |  |   |                  |   |  |   |           |  
|Basic, as reported                                                                |  | $                  | (0.11      | ) |                  | $ | 0.06     |                   |  | $ | (0.13            | ) |  | $ | 0.16      |  
|Basic, pro forma                                                                  |  |                    | (0.10      | ) |                  |   | 0.05     |                   |  |   | (0.13            | ) |  |   | 0.14      |  
|Diluted, as reported                                                              |  |                    | (0.11      | ) |                  |   | 0.06     |                   |  |   | (0.13            | ) |  |   | 0.15      |  
|Diluted, pro forma                                                                |  |                    | (0.10      | ) |                  |   | 0.05     |                   |  |   | (0.13            | ) |  |   | 0.14      |  



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 28,2005   |       |   | February 29,2004 |   |       | February 28, 2005 |  |   | February 29,2004 |  
|Estimated fair value    |  | $                  | 7.25  |   |                  | $ | 7.25  |                   |  | $ | 7.25             |   |  | $ | 7.25  |  
|Expected life (years)   |  |                    | 4.62  |   |                  |   | 4.62  |                   |  |   | 4.62             |   |  |   | 4.62  |  
|Risk free interest rate |  |                    | 4.20  | % |                  |   | 4.20  | %                 |  |   | 4.20             | % |  |   | 4.20  | %
|Volatility              |  |                    | 60.00 | % |                  |   | 60.00 | %                 |  |   | 60.00            | % |  |   | 60.00 | %
|Dividend yield          |  |                    |      | % |                  |   |      | %                 |  |   |                 | % |  |   |      | %



Revenue Recognition



Background



The Companys revenue recognition policy is significant because net patient service revenue is a 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.



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 are based on historical cash collections as discussed below and may not represent amounts ultimately expected to be collected.
At such time as the Company can determine that ultimate collections exceeded or have been less than the revenue recorded on a group of accounts, additional revenue or reduction in revenue is recorded.



10



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##### Table of Contents

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. 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 28, 2005 and February 29, 2004:



|                                 |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|-------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ----------------- |  | - | ---------------- | - |  | - | ---------- | -
|                                 |  | Three months ended |            |   | Six months ended |  
|                                 |  | February 28,2005   |            |   | February 29,2004 |   |            | February 28, 2005 |  |   | February 29,2004 |  
|Gross billed charges             |  | $                  | 30,581,937 |   |                  | $ | 31,271,466 |                   |  | $ | 63,495,438       |   |  | $ | 63,369,011 |  
|Contractual allowance            |  |                    | 16,544,897 |   |                  |   | 14,403,786 |                   |  |   | 34,446,687       |   |  |   | 28,402,506 |  
|                                 |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Net revenue                      |  | $                  | 14,037,040 |   |                  | $ | 16,867,680 |                   |  | $ | 29,048,751       |   |  | $ | 34,966,505 |  
|                                 |  |                    |            |   |                  |   |            |                   |  |   |                  |   |  |   |            |  
|Contractual allowance percentage |  |                    | 54         | % |                  |   | 46         | %                 |  |   | 54               | % |  |   | 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 28, 2005 and February 29, 2004 as a result of the
collectibility test.



The contractual allowance stated as a
percentage of gross receivables at the balance sheet dates 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.



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. The Company normally makes no charge offs against allowance
for uncollectible accounts, as historically all charge offs



11



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##### Table of Contents

have been against the contractual allowance. However, 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 10% at various facilities
at February 28, 2005). 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 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.



Bankruptcy Filing by Subsidiary



On October 8,
2004, Vista Hospital of Baton Rouge, LLC (VHBR), an indirect majority-owned subsidiary of the Company that operates the Baton Rouge Facility, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Texas. VHBR continues to operate its business and manage its property as a debtor in possession under the jurisdiction of the Bankruptcy Court.



VHBR filed for bankruptcy protection because, among other reasons, VHBR was
unable to pay the alleged damages sought by, and the costs of defending against, a lawsuit, Liljeberg Enterprises International, L.L.C. v. Vista Hospital of Baton Rouge, LLC, d/b/a Vista Surgical Hospital, filed by Liljeberg Enterprises
International, L.L.C. in September 2003 against both the Company and VHBR in the Twenty Fourth Judicial District Court for the Parish of Jefferson, State of Louisiana (case number 598-564). On March 18, 2005, the Bankruptcy Court approved a
settlement between Liljeberg Enterprises International, LLC, VHBR, Dynacq and Mr. Chiu Chan. Pursuant to the terms of the settlement, a Dynacq affiliate paid $1.2 million (the settlement amount) to Liljeberg Enterprises, and Liljeberg Enterprises
assigned its claim against VHBR to the Dynacq affiliate and released VHBR, Dynacq, Mr. Chan and all of their affiliates from any claims, known or unknown.



On April 7, 2005, the Bankruptcy Court confirmed the plan of reorganization to fully pay all creditors. Although VHBR anticipates that the confirmed plan
of reorganization will become effective on or about April 18, 2005 (if no appeals are filed), Dynacq cannot predict the outcome of the Chapter 11 proceeding.



Debtor-in-Possession financial statements. Under the Bankruptcy Code, VHBR is required to periodically file with the Bankruptcy Court various
documents, including financial statements of the VHBR as a Debtor-in-Possession. These financial statements are prepared according to requirements of the Bankruptcy Code. While these financial statements accurately provide information required by
the Bankruptcy Code, which is not wholly in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP), they are unconsolidated, unaudited, and prepared in a format different from that used in our
consolidated financial statements filed under the securities laws and from that used in the consolidated financial statements, which are prepared in accordance with U.S. GAAP. Accordingly, we believe the substance and format of the financial
statements prepared for the Bankruptcy Court do not allow meaningful comparison with the following financial statements.



Basis of presentation. We continue to consolidate VHBR as the Debtor in our consolidated financial statements. While generally it is appropriate to
deconsolidate a subsidiary during its Chapter 11 proceedings on the basis that control no longer rests with the parent, the facts and circumstances particular to our situation support the continued consolidation of the subsidiary. Specifically:



| |  |  | the entire duration of the Chapter 11 proceedings is likely to be short, anticipated to be less than one year, excluding any potential appeals;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the Debtor filed Chapter 11 proceedings because, among other reasons, VHBR was unable to pay the alleged damages sought by, and the costs of defending against, the Liljeberg
lawsuit; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we anticipate that we will continue to own a majority of the equity of the Debtor upon consummation of the confirmed plan of reorganization. As such, we do not believe the plan of
reorganization will impact our equity ownership of the Debtor.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



VHBR as Debtor-in-Possession

Condensed Statement of Operations

(Unaudited)



|                             |  |                                   |            |   |                                 |   |            |  
|---------------------------- |  | --------------------------------- | ---------- | - | ------------------------------- | - | ---------- | -
|                             |  | Three MonthsEndedFebruary 28,2005 |            |   | Six MonthsEndedFebruary 28,2005 |  
|Net patient service revenues |  | $                                 | 3,122,463  |   |                                 | $ | 7,224,787  |  
|Costs and expenses           |  |                                   | 6,551,269  |   |                                 |   | 11,491,611 |  
|                             |  |                                   |            |   |                                 |   |            |  
|Loss from operations         |  |                                   | (3,428,806 | ) |                                 |   | (4,266,824 | )
|Other income (expense)       |  |                                   | 20,984     |   |                                 |   | 45,037     |  
|                             |  |                                   |            |   |                                 |   |            |  
|Net loss                     |  | $                                 | (3,407,822 | ) |                                 | $ | (4,221,787 | )
|                             |  |                                   |            |   |                                 |   |            |  



VHBR as
Debtor-in-Possession

Condensed Balance Sheet

(Unaudited)



|                                        |  |                  |            |  
|--------------------------------------- |  | ---------------- | ---------- | -
|                                        |  | February 28,2005 |           
|Assets                                  |  |                  |            |  
|Current assets:                         |  |                  |            |  
|Cash                                    |  | $                | 1,983,890  |  
|Accounts receivable, net                |  |                  | 2,724,572  |  
|Inventories                             |  |                  | 629,476    |  
|Prepaid expenses                        |  |                  | 336,854    |  
|Amounts receivable from related parties |  |                  | 1,216,226  |  
|                                        |  |                  |            |  
|Total current assets                    |  |                  | 6,891,018  |  
|Other assets                            |  |                  | 147,654    |  
|                                        |  |                  |            |  
|Total assets                            |  | $                | 7,038,672  |  
|                                        |  |                  |            |  
|Liabilities and members deficit        |  |                  |            |  
|Current liabilities:                    |  |                  |            |  
|Accounts payable                        |  | $                | 1,600,636  |  
|Accrued liabilities                     |  |                  | 1,635,679  |  
|Amounts due to related parties          |  |                  | 7,676,857  |  
|                                        |  |                  |            |  
|Total current liabilities               |  |                  | 10,913,172 |  
|                                        | 
|Members deficit                        |  |                  | (3,874,500 | )
|                                        |  |                  |            |  
|Total liabilities and members deficit  |  | $                | 7,038,672  |  
|                                        |  |                  |            |  



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VHBR as Debtor-in-Possession

Condensed Statement of Cash Flows

(Unaudited)



|                                              |  |                                 |           |  
|--------------------------------------------- |  | ------------------------------- | --------- | -
|                                              |  | Six MonthsEndedFebruary 28,2005 |          
|Total cash flows used in operating activities |  | $                               | (560,458  | )
|Total cash flows from financing activities    |  |                                 | 1,738,990 |  
|                                              |  |                                 |           |  
|Increase in cash                              |  |                                 | 1,178,532 |  
|Cash at beginning of period                   |  |                                 | 805,358   |  
|                                              |  |                                 |           |  
|Cash at end of period                         |  | $                               | 1,983,890 |  
|                                              |  |                                 |           |  



On April 7, 2005, the
Bankruptcy Court approved VHBRs proposed plan of reorganization. If such plan of reorganization is not consummated (or any revised plan of reorganization acceptable to us is not confirmed and consummated), such event could prolong the Chapter
11 proceeding. In such event, a prolonged Chapter 11 proceeding could adversely affect the Debtors relationships with customers, suppliers, and employees, which in turn could adversely affect the Debtors competitive position, financial
condition, and results of operations. In addition, if the Debtor is unsuccessful in consummating the confirmed plan of reorganization, the assets of the Debtor could be liquidated in the Chapter 11 proceedings. Dynacq cannot predict the outcome of
the Chapter 11 proceedings.



Contingencies



The Company maintains various insurance policies that cover each of its
facilities. Specifically, the Company has claims-made malpractice coverage for its West Houston Facility and has occurrence coverage for its Pasadena and Garland Facilities. The Company previously had claims-made malpractice coverage for its
Pasadena Facility until August 12, 2002, at which time the Company converted to the occurrence coverage. The Company purchased tail coverage through August 12, 2004 (the applicable statute of limitations expiration date). 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 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 appropriate for the Companys group size. Coverages are maintained in amounts management deems adequate.



A 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 a previously filed shareholder class action Hamilton v.
Dynacq International, et. al.,in another court in that district. Given the plaintiffs dismissal of the appeal in the Hamilton shareholder class action and given the state courts dismissal of the same or similar claims in the
previously filed shareholder derivative action Brill v. Chan, et. al.,filed in the 295thDistrict Court of
Harris County, Texas, the Company moved in the fourth quarter of fiscal 2004 to dismiss this derivative action. The court dismissed the action in October 2004 with prejudice against refiling. The plaintiffs appealed the dismissal to the United
States Fifth Circuit Court of Appeals on November 22, 2004. The appellants opening brief is due April 15, 2005. Oral arguments, if any, have not yet been scheduled.



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, 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 



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##### Table of Contents

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 had until 30 days after the Company was current in its filings to file an amended complaint. The plaintiffs filed
an amended complaint in September 2004. The Company is vigorously defending against the allegations and filed a motion to dismiss all or some of the claims in October 2004. The Motion to Dismiss is scheduled for a non-evidentiary oral argument on
May 13, 2005. 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.



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. against Vista Hospital of Baton Rouge, LLC, d/b/a Vista Surgical Hospital (VHBR), Dynacq International, Inc., and Chiu M. Chan. On October 8, 2004, VHBR, an
indirect majority-owned subsidiary of Dynacq, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. VHBR filed for bankruptcy protection because,
among other reasons, it was unable to pay the alleged damages sought by, and the costs of defending against, the lawsuit. On the date of VHBRs bankruptcy filing, the lawsuit was removed to the United States District Court for the Eastern
District of Louisiana. During the bankruptcy proceeding, VHBR has continued to operate the Baton Rouge Facility and manage its property as a debtor in possession under the jurisdiction of the Bankruptcy Court. On March 18, 2005, the
Bankruptcy Court approved a settlement between Liljeberg Enterprises International, LLC, VHBR, Dynacq and Mr. Chiu Chan. Pursuant to the terms of the settlement, a Dynacq affiliate paid $1.2 million (the settlement amount) to Liljeberg Enterprises,
and Liljeberg Enterprises assigned its claim against VHBR to the Dynacq affiliate and released VHBR, Dynacq, Mr. Chan and all of their affiliates from any claims, known or unknown. On April 7, 2005, the Bankruptcy Court confirmed VHBRs plan of
reorganization to fully pay all creditors. Although VHBR anticipates that the plan of reorganization will become effective on or about April 18, 2005 (if no appeals are filed), Dynacq cannot predict the outcome of the Chapter 11 proceeding.



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. See Item 3. Legal Proceedings on our Annual Report on Form 10-K for the fiscal year ended August 31, 2004.



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



Cautionary Statement Regarding Forward-Looking Statements



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 our 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 following factors:



| |  |  | whether and how many physicians we will be able to recruit and maintain at our facilities;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the number of cases physicians will perform in the future;
| | - |  | ----------------------------------------------------------



| |  |  | the amount of time it will take to collect revenues associated with new cases;
| | - |  | ------------------------------------------------------------------------------



15



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##### Table of Contents

| |  |  | the specific case and revenue mix at our facilities in the future;
| | - |  | ------------------------------------------------------------------



| |  |  | our operating costs and costs of inventory;
| | - |  | -------------------------------------------



| |  |  | and future insurance reimbursement rates;
| | - |  | -----------------------------------------



and other risks described in Risk Factors in our annual report on Form 10-K for the fiscal year ended August 31, 2004. 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, 2004.



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 28, 2005. For a discussion of our critical accounting policies see
Managements Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended August 31, 2004.



16



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##### Table of Contents

Results of Operations



|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|-------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | --- | -- | ----------------- | - | ---------- | ----------------- |  | --- | - |  | - | ---------- | - |  | --- | -- |  | - | ---------- | - |  | --- | -
|                                                                           |  | Three months ended |            |   | Six months ended  |    
|                                                                           |  | February 28, 2005  |            |   | February 29, 2004 |     |    | February 28, 2005 |   |            | February 29, 2004 | 
|Net patient service revenue                                                |  | $                  | 14,037,040 |   |                   | 100 | %  |                   | $ | 16,867,680 |                   |  | 100 | % |  | $ | 29,048,751 |   |  | 100 | %  |  | $ | 34,966,505 |   |  | 100 | %
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Costs and expenses:                                                        |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Compensation and benefits                                                  |  |                    | 5,056,224  |   |                   | 36  |    |                   |   | 4,916,068  |                   |  | 29  |   |  |   | 9,742,784  |   |  | 34  |    |  |   | 10,572,253 |   |  | 30  |  
|Medical services and supplies                                              |  |                    | 2,666,872  |   |                   | 19  |    |                   |   | 2,627,229  |                   |  | 16  |   |  |   | 5,361,067  |   |  | 18  |    |  |   | 5,116,521  |   |  | 15  |  
|Other operating expenses                                                   |  |                    | 7,905,362  |   |                   | 56  |    |                   |   | 6,897,673  |                   |  | 41  |   |  |   | 14,800,807 |   |  | 51  |    |  |   | 13,013,356 |   |  | 37  |  
|Provision for uncollectible accounts                                       |  |                    | 101,693    |   |                   | 1   |    |                   |   | 110,856    |                   |  | 1   |   |  |   | 216,209    |   |  | 1   |    |  |   | 241,495    |   |  | 1   |  
|Depreciation and amortization                                              |  |                    | 1,043,729  |   |                   | 7   |    |                   |   | 965,614    |                   |  | 6   |   |  |   | 2,100,665  |   |  | 7   |    |  |   | 1,836,680  |   |  | 5   |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Total costs and expenses                                                   |  |                    | 16,773,880 |   |                   | 119 |    |                   |   | 15,517,440 |                   |  | 92  |   |  |   | 32,221,532 |   |  | 111 |    |  |   | 30,780,305 |   |  | 88  |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Income (loss) from operations                                              |  |                    | (2,736,840 | ) |                   | (19 | )  |                   |   | 1,350,240  |                   |  | 8   |   |  |   | (3,172,781 | ) |  | (11 | )  |  |   | 4,186,200  |   |  | 12  |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Income (loss) before income tax, minority interests and extraordinary gain |  |                    | (2,312,154 | ) |                   | (16 | )  |                   | $ | 1,730,036  |                   |  | 10  |   |  |   | (2,681,630 | ) |  | (9  | )  |  |   | 4,595,444  |   |  | 13  |  
|Benefit (provision) for income taxes                                       |  |                    | 596,448    |   |                   | 4   |    |                   |   | (810,996   | )                 |  | (5  | ) |  |   | 624,092    |   |  | 2   |    |  |   | (2,202,621 | ) |  | (6  | )
|Minority interest in loss (earnings)                                       |  |                    | 53,701     |   |                   |    |    |                   |   | (37,130    | )                 |  |    |   |  |   | 118,359    |   |  |    |    |  |   | (234,174   | ) |  | (1  | )
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Income (loss) before extraordinary gain                                    |  |                    | (1,662,005 | ) |                   | (12 | )  |                   |   | 881,910    |                   |  | 5   |   |  |   | (1,939,179 | ) |  | (7  | )  |  |   | 2,158,649  |   |  | 6   |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Net income (loss)                                                          |  | $                  | (1,662,005 | ) |                   | (12 | )% |                   | $ | 881,910    |                   |  | 5   | % |  | $ | (1,939,179 | ) |  | (7  | )% |  | $ | 2,345,519  |   |  | 7   | %
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Operational statistics (Number of procedures):                             |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Inpatient:                                                                 |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Bariatrics                                                                 |  |                    | 96         |   |                   |     |    |                   |   | 158        |                   |  |     |   |  |   | 200        |   |  |     |    |  |   | 326        |   |  |     |  
|Orthopedics                                                                |  |                    | 167        |   |                   |     |    |                   |   | 193        |                   |  |     |   |  |   | 391        |   |  |     |    |  |   | 293        |   |  |     |  
|Other                                                                      |  |                    | 53         |   |                   |     |    |                   |   | 45         |                   |  |     |   |  |   | 124        |   |  |     |    |  |   | 71         |   |  |     |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Total inpatient procedures                                                 |  |                    | 316        |   |                   |     |    |                   |   | 396        |                   |  |     |   |  |   | 715        |   |  |     |    |  |   | 690        |   |  |     |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Outpatient:                                                                |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Orthopedics                                                                |  |                    | 68         |   |                   |     |    |                   |   | 224        |                   |  |     |   |  |   | 208        |   |  |     |    |  |   | 399        |   |  |     |  
|Other                                                                      |  |                    | 519        |   |                   |     |    |                   |   | 562        |                   |  |     |   |  |   | 1,163      |   |  |     |    |  |   | 1,204      |   |  |     |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Total outpatient procedures                                                |  |                    | 587        |   |                   |     |    |                   |   | 786        |                   |  |     |   |  |   | 1,371      |   |  |     |    |  |   | 1,603      |   |  |     |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  
|Total procedures                                                           |  |                    | 903        |   |                   |     |    |                   |   | 1,182      |                   |  |     |   |  |   | 2,086      |   |  |     |    |  |   | 2,293      |   |  |     |  
|                                                                           |  |                    |            |   |                   |     |    |                   |   |            |                   |  |     |   |  |   |            |   |  |     |    |  |   |            |   |  |     |  



Three Months Ended February 28,
2005 Compared to the Three Months Ended February 29, 2004.



Net patient service revenue decreased by $2,830,640 or 17% from $16,867,680 to $14,037,040 and total surgical cases decreased by 24% from 1,182 cases to 903 cases for the quarters ended February 29, 2004 and February 28, 2005, respectively.
Following are the changes in net patient service revenues and number of cases at the hospital facilities in each of the quarters ended February 29, 2004 and February 28, 2005:



|             |  |                                                 |    |  |       |   
|------------ |  | ----------------------------------------------- | -- |  | ----- | --
|             |  | Percentage increase/(decrease)from 2004 to 2005 |   
|Facility     |  | Net patient revenue                             |    |  | Cases |   
|Pasadena     |  | (22                                             | )% |  | (23   | )%
|West Houston |  | (50                                             | )  |  | (41   | ) 
|Baton Rouge  |  | (46                                             | )  |  | (11   | ) 
|Garland      |  | 250                                             |    |  | (19   | ) 
|Overall      |  | (17                                             | )  |  | (24   | ) 



The Garland Facility
had a full quarter of operations in the current year, whereas in the prior year it had just started operations.



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The decline in net patient revenue per case was the result of a 39% decline in bariatric cases, such
cases having a significantly higher average rate, and by a change in the mix of orthopedic cases. The low insurance reimbursement rate for the bariatric cases at the Baton Rouge Facility caused the Company to de-emphasize these surgery cases at such
facility. The decline in the number of cases at the Pasadena Facility was the result of the loss of doctors practicing at the facility in fiscal year 2004. These decreases were partially offset by an increase in net patient revenue per case which
increased by $1,274 or 9% from $14,270 in 2004 to $15,545 in 2005.



We are actively engaged in efforts to recruit new physicians to the staff at each facility. Although we have added several new physicians, we cannot predict whether and how many new physicians we will be able to recruit to our facilities,
the number of cases newly recruited physicians will perform in the future, the amount of time it will take to collect revenues associated with such new cases, the specific case and revenue mix at our facilities in the future, our operating costs and
costs of medical services and supplies and future insurance reimbursement rates. All of these factors impact our net patient revenues. Any further decline in net patient revenues could have a material adverse effect on our financial condition and
results of operations. Any of these factors could adversely impact our future operating performance and results of operations.



Total costs and expenses increased by $1,256,440 or 8% from $15,517,440 in 2004 to $16,773,880 in fiscal 2005. The following discusses the various changes
in costs and expenses:



| |  |  | Compensation and benefits increased by $140,156 or 3% and would have decreased but for a $431,821 non-cash pre-tax compensation expense related to a former employees incentive
stock options previously granted. Compensation and benefits expenses remained constant as a percentage of gross patient revenues. The Company made a concerted effort to reduce employee costs and expenses to match the decline in revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Medical services and supplies expenses increased $39,643 or 2% while the number of surgery cases decreased 24%. The marginal increase in expenses is due to higher prices paid for
medical supplies partially offset by a decrease in the number of cases.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other operating expenses did not decline proportionately with the decline in revenue but increased by $1,007,689 or 15%. The inverse relationship was caused by increased legal and
accounting expenses, including $704,870 for bankruptcy fees and expenses and a $400,000 accrual for the Liljeberg lawsuit settlement. The other operating expenses at the Companys facilities did not change appreciably, as declines in
facility operating expenses were offset by increases in general and administrative expenses.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The $431,821 non-cash pre-tax compensation expense and $400,000 accrual for the settlement, all as discussed above, are non-recurring expenses. The $704,870 for bankruptcy fees and
expenses will be primarily non-recurring.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Six Months Ended
February 28, 2005 Compared to the Six Months Ended February 29, 2004



Net patient service revenue decreased by $5,917,754 or 17% from $34,966,505 to $29,048,751 and total surgical cases decreased by 9% from 2,293 cases to 2,086 cases, for the six months ended February 29, 2004 and
February 28, 2005, respectively. Following are the changes in net patient service revenues and number of cases at the hospital facilities in the six months ended February 29, 2004 and February 28, 2005:



|             |  |                                                 |    |  |       |   
|------------ |  | ----------------------------------------------- | -- |  | ----- | --
|             |  | Percentage increase/(decrease)from 2004 to 2005 |   
|Facility     |  | Net patient revenue                             |    |  | Cases |   
|Pasadena     |  | (30                                             | )% |  | (33   | )%
|West Houston |  | (52                                             | )  |  | (39   | ) 
|Baton Rouge  |  | (34                                             | )  |  | (9    | ) 
|Garland      |  | 564                                             |    |  | 139   |   
|Overall      |  | (17                                             | )  |  | (9    | ) 



The Garland Facility
had a full second quarter of operations in the current year, whereas in the prior year it had just started operations.



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##### Table of Contents

The net patient revenue per case declined $1,323 or 9% from $15,249 in 2004 to $13,926 in fiscal 2005.
The decline in net patient revenue per case was the result of a 39% decline in bariatric cases, such cases having a significantly higher average rate, and by a change in the mix of orthopedic cases. The low insurance reimbursement rate for the
bariatric cases at the Baton Rouge Facility caused the Company to de-emphasize these surgery cases at such facility. The decline in the number of cases at the Pasadena Facility was the result of the loss of doctors practicing at the facility in
fiscal year 2004.



Total costs and expenses increased by
$1,441,227 or 5% from $30,780,305 in 2004 to $32,221,532 in fiscal 2005. The following discusses the various changes in costs and expenses:



| |  |  | Compensation and benefits decreased by $829,469 or 8%. During the second quarter of the current fiscal year, the Company incurred a $431,821 non-cash pre-tax compensation expense
related to a former employees incentive stock options previously granted. The Company made a concerted effort to reduce employee costs and expenses to match the decline in revenue.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Medical services and supplies expenses increased $244,546 or 5% while the number of surgery cases decreased 9%. The marginal increase in expenses is due to higher prices paid for
medical supplies partially offset by a decrease in the number of cases.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other operating expenses did not decline proportionately with the decline in revenue but increased by $1,787,451 or 14%. The inverse relationship was caused by increased legal,
accounting and marketing expenses, including $715,335 for bankruptcy fees and expenses and a $400,000 accrual for the Liljeberg lawsuit settlement. The other operating expenses at the Companys facilities did not change appreciably, as
declines in facility operating expenses were offset by increases in general and administrative expenses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The $431,821 non-cash pre-tax compensation expense and $400,000 accrual for the settlement, all discussed above, are non-recurring expenses. The $715,335 for bankruptcy fees and
expenses will be primarily non-recurring.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity and
Capital Resources



The Company maintained sufficient
liquidity in the quarter ended February 28, 2005 to meet its business needs. As of February 28, 2005, its principal source of liquidity included $8,240,229 in cash.



Cash flow from operating activities



Total cash flow from operating activities was $4,448,855 during the period ended February 28, 2005, primarily due to the reduction in accounts receivable
of approximately $2,580,000 and income tax refund of $1,655,000.



Cash flow
from investing activities



Total cash flow used in
investing activities was $1,426,573 during the current period primarily due to the purchase of equipment for the Companys hospital entities.



Cash flow from financing activities



Total cash flow used in financing activities was $319,829 during the current period. During the current period the Company repaid its line of credit by
$245,666. During the current period the Company collected $200,000 towards sale of minority interests at its Garland Facility, made distributions of $155,750 to minority interest owners of its Pasadena and Baton Rouge Facilities and paid $50,000 for
purchase of minority interests at its Garland Facility.



The
Company had working capital of $9,757,225 as of February 28, 2005, and maintained a liquid position by a current ratio of approximately 1.56 to 1. The Companys management believes that available cash and funds generated from operations will be
sufficient for the Company to finance working capital requirements for the current fiscal year.



19



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##### Table of Contents

The Company has a reducing revolving line of credit with a financial institution. The line is reduced
monthly by an amount equal to 1/180thof the original loan amount. On February 1, 2005, the Company entered into an
amendment with Merrill Lynch Business Financial Services Inc. to extend the maturity date of the line of credit to May 1, 2005 and to amend the interest rate through January 31, 2005 at the prior variable rate of 2.3% plus the dealer
commercial paper rate to a variable per annum rate of interest equal to the sum of 2.85% and the One-Month LIBOR to the maturity date. The amount drawn under the line of credit at February 28, 2005 was approximately $5.7 million. There can be
no assurance that the Company will have sufficient funds available to meet all of its capital needs.



The Company intends to refinance or repay such amounts prior to the maturity date. If the Company is unable to repay all outstanding balances by the
maturity date, the lender may assess a late charge in the amount of 5% of the then outstanding obligations, immediately initiate legal proceedings and proceed against the Companys assets to satisfy its obligations under the agreement. The
Companys obligations under the agreement are secured by substantially all of its assets.



Recent Developments/Subsequent Event



Grant of Stock Options to Employees



On
December 16, 2004, the Compensation Committee of the Board of Directors granted stock options to full time employees (other than the executive officers) of the Companys subsidiaries, such grants totaling 933,000 shares of common stock, vesting
in each of the subsequent four (4) years on the anniversary date of the grant, and having an exercise price of $4.90 per share.



On January 4, 2005, the Compensation Committee granted stock options to two full time employees (not executive officers) of the Companys
subsidiaries, such grants totaling 3,000 shares of common stock, vesting in each of the subsequent four (4) years on the anniversary date of the grant, and having an exercise price of $5.00 per share.



On January 20, 2005, the Compensation Committee granted stock options to Alan
Beauchamp (an executive officer of the Company), such grant totaling 100,000 shares of common stock, vesting in each of the subsequent four (4) years on the anniversary date of the grant, and having an exercise price of $5.00 per share.



Changes in Executive Officers



On January 17, 2005, Alan Beauchamp joined the Company as an Executive Vice
President and Chief Operating Officer.



On December 31, 2004,
James N. Baxter, who had served as a Companys Executive Vice President and Investor Relations Director since July 2003, resigned from the Company.



Confirmation of Bankruptcy Plan of Reorganization



On April 7, 2005, the Bankruptcy Court approved and confirmed VHBRs plan of reorganization to fully pay all creditors of Vista Hospital of Baton
Rouge (VHBR). VHBR anticipates that the confirmed plan of reorganization will become effective on or about April 18, 2005 if no appeals are filed against such approval. See Bankruptcy Filing by Subsidiary and
Contingencies in the Notes to Financial Statements and Legal Proceedings for additional information.



|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
the refundable deposit made in the second fiscal quarter of 2003 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 $5.7 million drawn under the line of credit as of February 28, 2005. The total interest expense incurred by the Company during this quarter was approximately $70,000.



20



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##### Table of Contents

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, 2004.



|Item 4. | Controls and Procedures.
|------- | ------------------------



In connection with the audit of our financial statements for fiscal year ended August 31, 2004, our outside auditors identified and orally brought to the
attention of the Audit Committee what they consider to be material weaknesses in our internal controls. While we have undertaken significant remedial action to address the material weaknesses identified, the following two material weaknesses
remained at February 28, 2005.



| |  |  | Family relationships among certain of our officers and employees. The Company evaluated this weakness and revised the reporting structure of certain employees. The Company is
continuing to evaluate the effectiveness of the changes and to implement additional changes to its management structure to address this weakness.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The failure to properly utilize the inventory software to track and report our inventory quantities on a real time basis. As stated in our annual report on Form 10-K for the fiscal
year ended August 31, 2004, based on our review of the inventory tracking system, we determined that our inventory management system had failed to track inventory on a continuous basis. With respect to the second fiscal quarter of 2005 ended on
February 28, 2005, 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 and analyzing the valuation of the inventory.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 28, 2005. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have determined that they cannot reasonably conclude that our disclosure controls and procedures were effective as of February 28, 2005 at the reasonable assurance level and design to ensure that information
required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the requisite time periods.



Despite the material weaknesses in our internal controls identified as of February 28, 2005, our Chief Executive Officer and Chief Financial Officer
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 Chief Executive Officer and Chief Financial Officer directed our 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 and six months ended February 28, 2005.



Further, the Company is continuing to implement more rigorous policies and procedures with respect to its disclosure and financial reporting review process. 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 on the
definition of disclosure controls and procedures in Rule 13a-14(c).



PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------



A 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 a previously filed shareholder class action Hamilton v.
Dynacq International, et. al.,in another court in that district. Given the plaintiffs dismissal of the appeal in the Hamilton shareholder class action and given the state courts dismissal of the same or similar claims in the
previously filed shareholder derivative action Brill v. Chan, et. al.,filed in the 295thDistrict Court of
Harris County, Texas, the Company moved in the fourth quarter of fiscal 2004 to dismiss this derivative action. The court dismissed the action in October 2004 with prejudice against refiling. The plaintiffs appealed the dismissal to the United
States Fifth Circuit Court of Appeals on November 22, 2004. The appellants opening brief is due April 15, 2005. Oral arguments, if any, have not yet been scheduled.



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



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##### Table of Contents

Private Securities Litigation Reform Act, 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 had until 30 days after the Company was current in its filings to file an amended complaint. The plaintiffs filed an amended complaint in September 2004.
The Company is vigorously defending against the allegations and filed a motion to dismiss all or some of the claims in October 2004. The Motion to Dismiss is scheduled for a non-evidentiary oral argument on May 13, 2005. 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.



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. against Vista Hospital of Baton Rouge, LLC, d/b/a Vista Surgical Hospital (VHBR), Dynacq International, Inc., and Chiu M. Chan. On October 8, 2004, VHBR, an indirect majority-owned
subsidiary of Dynacq, filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. VHBR filed for bankruptcy protection because, among other reasons, it
was unable to pay the alleged damages sought by, and the costs of defending against, the lawsuit. On the date of VHBRs bankruptcy filing, the lawsuit was removed to the United States District Court for the Eastern District of Louisiana. During
the bankruptcy proceeding, VHBR has continued to operate the Baton Rouge Facility and manage its property as a debtor in possession under the jurisdiction of the Bankruptcy Court. On March 18, 2005, the Bankruptcy Court approved a
settlement between Liljeberg Enterprises International, LLC, VHBR, Dynacq and Mr. Chiu Chan. Pursuant to the terms of the settlement, a Dynacq affiliate paid $1.2 million (the settlement amount) to Liljeberg Enterprises, and Liljeberg Enterprises
assigned its claim against VHBR to the Dynacq affiliate and released VHBR, Dynacq, Mr. Chan and all of their affiliates from any claims, known or unknown. On April 7, 2005, the Bankruptcy Court confirmed VHBRs plan of reorganization to fully
pay all creditors. Although VHBR anticipates that the plan of reorganization will become effective on or about April 18, 2005 (if no appeals are filed), Dynacq cannot predict the outcome of the Chapter 11 proceedings.



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.
See Item 3. Legal Proceedings in our Annual Report on Form 10-K for the fiscal year ended August 31, 2004.



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



None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------



None.



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



Election of Directors and Ratification of Engagement of Independent Auditors



On January 4, 2005, the Company held its Annual Meeting of Stockholders. Each of our directors were reelected to
serve until our next annual meeting of shareholders or until their respective successors are elected and qualified. Messrs. Gerace, Chu and Huber were reappointed to the Audit Committee, and Messrs. Gerace, Chu and Votaw were reappointed to the
Compensation Committee. The following table sets forth the results of the voting for the election of directors:



|                 |  |            |  |         
|---------------- |  | ---------- |  | --------
|Nominee          |  | For        |  | Withheld
|Chiu M. Chan     |  | 11,132,517 |  | 115,498 
|Philip S. Chan   |  | 11,132,656 |  | 115,359 
|Stephen L. Huber |  | 11,207,580 |  | 40,435  
|Earl R. Votaw    |  | 11,209,480 |  | 38,535  
|Ping S. Chu      |  | 11,209,844 |  | 38,171  
|James G. Gerace  |  | 11,209,680 |  | 38,335  



The stockholders also
ratified the engagement of Killman, Murrell & Company, P.C. as the independent auditors for the fiscal year ending August 31, 2005. The proposal to ratify received 11,227,571 affirmation votes and 11,067 negative votes, with 9,377 votes
abstaining.



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|Item 5. | Other Information.
|------- | ------------------



None.



|Item 6. | 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. 222-21574.                                                                                                                  
|  |   | 
|* |   |  | Exhibit 10.1 |  | Amendment to Reducing Revolver and Other Loan Documents, dated February 1, 2005, between the Company and Merrill Lynch Business Financial Services, Inc., incorporated by reference to Exhibit
10.1 to the Form 8-K filed February 7, 2005.
|  |   | 
|* | * |  | Exhibit 15.1 |  | Letter Regarding Review of 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.
|-- | ---------------



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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: April 8, 2005 |  |  |  | By:                     |  | /s/ Chiu M. Chan  
|                    |  |  |  |                         |  |                    |  | Chiu M. Chan                                                       
|                    |  |  |  |                         |  |                    |  | Chief Executive Officer(duly authorized officer)                   
|                    |  |  | 
|Date: April 8, 2005 |  |  |  | By:                     |  | /s/ Philip S. Chan
|                    |  |  |  |                         |  |                    |  | Philip S. Chan                                                     
|                    |  |  |  |                         |  |                    |  | Chief Financial Officer(principal financial and accounting officer)



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##### Table of Contents



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. 222-21574.                                                                                                                  
|  |   | 
|* |   |  | Exhibit 10.1 |  | Amendment to Reducing Revolver and Other Loan Documents, dated February 1, 2005, between the Company and Merrill Lynch Business Financial Services, Inc., incorporated by reference to Exhibit
10.1 to the Form 8-K filed February 7, 2005.
|  |   | 
|* | * |  | Exhibit 15.1 |  | Letter Regarding Review of 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.
|-- | ---------------



25