<PAGE>

                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

     [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                For the quarterly period ended November 30, 2003

                               BIOACCELERATE INC.

             (Exact name of registrant as specified in its charter)

                               BIOACCELERATE INC.
             (Exact name of registrant as specified in its charter)



          DELAWARE                                        13-4032994
          --------                                        ----------
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                     Identification No.)

16th Floor, 666 Third Avenue
New York, NY                                                  10017
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)


                   Registrant's telephone number 212 897 6849

  As of February 9, 2003, the following shares of the Registrant's common stock
                          Were issued and outstanding:

                    22,781,014 shares of voting common stock

<PAGE>

INDEX

PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . . . . . . .3
          CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
          CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
          STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
          Note 1.   NATURE OF BUSINESS AND SIGNIFICANT
                    ACCOUNTING POLICIES. . . . . . . . . . . . .8
          Note 2.   EARNINGS PER SHARE . . . . . . . . . . . . .9
          Note 3.   LIQUIDITY . . . . . . . . . . . . . . . . . 9
          Note 4.   SUBSEQUENT EVENTS . . . . . . . . . . . . . 9

Item 2.   Management's Discussion And Analysis or Plan of
          Operations. . . . . . . . . . . . . . . . . . . . . .11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . 16

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . 16

Item 3.   Defaults upon Senior Securities. . . . . . . . . . . 16

Item 4.   Submission of Matters to a Vote of
          Security Holders . . . . . . . . . . . . . . . . . . 16

Item 5.   Other information. . . . . . . . . . . . . . . . . . 15

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . 16


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>

                         PART I - FINANCIAL INFORMATION

                               BIOACCELERATE, INC.
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                      As Of            As Of
                                                November 30, 2003   May 31, 2003
                                                  (Unaudited)       (Audited)
                                                -----------------   ------------
ASSETS
Current Assets
Cash & cash Equivalents                             $ 1,405,000               0
Investments                                              10,868     $         0
Goodwill                                                      0               0
                                                    -----------     -----------
TOTAL ASSETS                                        $ 1,415,868     $         0

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable                                    $    61,600     $   883,656
Accrued Expenses                                              0               0
                                                      ---------     -----------
Total Current Liabilities                                61,600         883,656

Other Liabilities                                             0               0
                                                      -----------   -----------
Total Liabilities                                   $    61,600     $   883,656
Stockholders' Equity
 Common Stock, $.001 par value,
 Authorized 25,000.000 Shares;
 Issued and Outstanding
 19,000,000 Shares                                       19,625               3
Additional Paid in Capital                            1,411,941               0
Other Comprehensive Income                            1,405,000               0
Translation adjustment                                        0         (34,992)
Deficit Accumulated During the
Development Stage                                    (1,482,298)       (848,664)
                                                    -----------     -----------
Total Stockholders' Equity                            1,354,268        (883,653)

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                               $ 1,415,868     $         3

The accompanying notes are an integral part of these financial statements

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                               BIOACCELERATE, INC.
                          (A Development Stage Company)
                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

                                       For the          For the        From
                                     3 Mos Ended      3 Mos Ended     Inception
                                   November 30 2003 November 30,2002
                                   ---------------  ---------------- -----------

TOTAL REVENUES:                      $         0     $         0     $        0

OPERATING EXPENSES:
 Accounting                               30,000               0        267,458
 Legal                                    25,000               0         25,000
 Rent                                      6,600               0        124,720
 Research & Development                  947,000
 General                                 118,120
                                     -----------     -----------     ----------
Total Operating Expenses                  61,600               0      1,482,298

Operating Loss                       $   (61,600)              0     (1,482,298)
                                     -----------     -----------     ----------
NET LOSS                                 (61,600)              0     (1,482,298)


NET LOSS PER SHARE                         (.003)           (.00)

Weighted Average
  Number of Shares
  Outstanding                         19,625,014               2


The  accompanying  notes and  accountant's  report are an integral part of these
financial statements.

<PAGE>

                               BIOACCELERATE, INC.
                          (A Development Stage Company)
                       STATEMENT OF CASH FLOWS (UNEDITED)

CASH FLOWS FROM OPERATING
ACTIVITIES:

                                          For the 3    For the 3        From
                                          Mos Ended   Mos Ended     Inception
                                         Nov 30,2003  Nov 30,2002
                                        ------------  ------------  -----------

Net Loss                                 $   (61,600)  $         0  $(1,482,298)

Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
 Additional Paid in Capital                                           1,411,941

Increase / Decrease in Accounts Payable
and Accrued Expenses                          61,600             0       61,600
                                         -----------   -----------  -----------

Total Adjustments                        $    61,600   $         0    1,473,541
Net Cash Used in
Operating Activities                               0             0       (8,757)

CASH FLOWS FROM FINANCING
ACTIVITIES:



Investments made                                                        (10,868)
Common Stock Issued                                0             0       19,625


Net Cash Provided
by Financing Activities                            0             0        8,757

Net Change in Cash                                 0             0            0

Cash at Beginning of Period                        0             0            0
Cash at End of Period                    $         0             0            0

Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for

Interest Expense                                   0             0            0
Corporate Taxes                          $         0             0            0


The  accompanying  notes and  accountant's  report are an integral part of these
financial statements.

<PAGE>

                               BIOACCELERATE INC.
                          (A Development Stage Company)
                   STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                         FROM INCEPTION TO MAY 31, 2003

                                                                      TOTAL
                     COMMON STOCK ISSUED    ADDITIONAL ACCUMULATED SHAREHOLDERS'
                    SHARES    PAR VALUE    PAID IN CAP   DEFICIT     EQUITY
                  -----------------------------------------------------------
Issuance of
6,000,000
Shares
August 27, 1996     6,000,000   $ 6,000      $     0     $(6,000)  $     0

Issuance of
900,000 Shares
October 22, 1996      900,000       900        8,100     $(9,000)  $     0

Net loss
for the year
ended MAY 31, 1997          0         0           25     ( 5,075)  ( 5,050)
                  -----------------------------------------------------------
Balance
MAY 31, 1997        6,900,000     6,900        8,125     (20,075)  ( 5,050)

Net loss
for the year
ended MAY 31, 1998          0         0       32,130     (32,130)        0
                  -----------------------------------------------------------
Balance
MAY 31, 1998        6,900,000     6,900       40,255     (52,205)  ( 5,050)

One for 5 Reverse
Stock Split
December 28, 1998  (5,520,000)   (5,520)       5,520           0         0


Issuance of
3,620,000
shares
December 28, 1998   3,620,000     3,620       (3,620)          0         0

Net loss for the
year ended
MAY 31, 1999                0         0       78,290     (92,190)  (13,900)
                  -----------------------------------------------------------
Balance
MAY 31, 1999        5,000,000    $5,000     $120,445   $(144,395) $(18,950)

Net loss for the
year ended
MAY 31, 2000                0         0       72,400     (99,850)  (27,450)
                  -----------------------------------------------------------
Balance
MAY 31, 2000        5,000,000    $5,000     $192,845   $(244,245) $(46,400)

Net loss for the
year ended
MAY 31, 2001                0         0       72,400    (100,350)  (27,950)
                  -----------------------------------------------------------
Balance
MAY 31, 2001        5,000,000    $5,000     $265,245   $(344,595) $(74,350)

Net loss for the
year ended
MAY 31, 2002                0         0       72,400    (102,954)  (30,554)
                  -----------------------------------------------------------
Balance
MAY 31, 2002        5,000,000    $5,000     $337,645   $(447,549)$(104,904)
                  ===========================================================

Net Loss For The
Year Ended
MAY 31, 2003                0         0       72,400     (91,852)  (19,452)
                  -----------------------------------------------------------
Balance
MAY 31, 2003        5,000,000    $5,000     $410,045   $(539,401)$(124,356)
                  ===========================================================
1 for 5 Reverse
Stock Split
August 31, 2003    (4,000,000)   (4,000)      1,000        0          0
                  -----------------------------------------------------------
Issuance of
625,014 Shares
August 31, 2003       625,014     625         1,625        0          0
                  -----------------------------------------------------------
Issuance Of
18,000,000 Shares  18,000,000    $18,000      19,625        0          0
August 31, 2003
                  -----------------------------------------------------------



The accompanying notes are an integral part of these financial statements.

<PAGE>


                               BIOACCELERATE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A. DESCRIPTION OF COMPANY:  Bioaccelerate  Inc., ("the Company") is a for-profit
corporation incorporated under the laws of the State of Delaware on December 29,
1995 as Tallman Supply Corp. On January 14, 1999 the Company changed its name to
Westminster  Auto  Retailers  Inc. On December 10, 2002 the Company  changed its
name to Westminster  Medical Inc. On July 25, 2003 the Company  changed its name
to Bioaccelerate Inc.

The Company is a development stage company examining opportunities in both start
ups and developing  companies in the  biopharmaceutical  sector.  On 31st August
2003 the  holders  of Common  stock  agreed to a 5 for 1 reverse  of the  issued
shares  capital.  This had the effect of reducing the Common stock from 5million
shares  to  1million  shares.  The  Company  entered  into a letter of intent to
acquire  Pharma  Manufacturing  Services  Limited during the quarter ending 31st
August 2003 and the acquisition was completed on September 1st 2003 by the issue
of 18,000,000 post reverse split shares of Common Stock.  This has the effect of
transferring  control  of the  company  to the  former  shareholders  of  Pharma
Manufacturing Services Limited and the Directors consider that this makes Pharma
Manufacturing Services the acquiror for accounting purposes.

Pharma  Manufacturing  Services  Limited  (PMSL) is a company that  acquires and
develops  pharmaceutical assets, both corporate and physical. As at November 30,
2003 has equity interests in 8 Biopharmaceutical  companies. The eight companies
referred to in the are all private and were founded by Pharma Manufacturing.  As
they  are  all  private,  development  stage  companies  involved  in  licensing
technology,  that is then developed, the Directors consider that these companies
should be included at par value in the accounts.  Pharma Manufacturing  Services
Ltd has,  through its subsidiary  Bioaccelerate  Limited a BVI  comporation,  an
option to  purchase  500,000  shares of Common  stock of  Biovision  Inc an AMEX
quoted  corporation.  The  option  was  granted  at $1.25 per share and has been
valued in the balance sheet at the price on November 30, 2003 of $4.06.

PMSL  was  formed  to  take  advantage  of  the   burgeoning   biopharmaceutical
marketplace  through the  development  of compounds and also the companies  that
will  commercialize  those  compounds.  The  Companies in which it currently has
equity  interests  focus on five medical  areas,  being Cancer,  Cardiovascular,
Lifestyle, Central Nervous System, and Anti-viral, areas with a current combined
market value of $200 billion.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION: Financial statements are prepared on the accrual basis
of accounting.  Accordingly  revenue is recognized when earned and expenses when
incurred.

B. USE OF ESTIMATES:  The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly,  actual  results  could  differ from these  estimates.  Significant
estimates in the financial  statements  include the assumption  that the Company
will continue as a going concern. See Note 4.

<PAGE>

NOTE 3 - LIQUIDITY

The Company's  viability as a going  concern is dependent  upon  developing  its
subsidiary companies by raising additional capital,  and ultimately,  having net
income.  The Company's  limited operating  history,  including its losses and no
revenues,  primarily reflect the operations of its early stage. As a result, the
Company had from time of  inception  to  November  30, 2003 no revenue and a net
loss from operations of $625,714.

The Company will require  additional  capital in the future  principally to meet
its  costs  for  the  implementation  of its  business  plan,  for  general  and
administrative   expenses  and  to  fund  costs   associated  with  its  further
development.  It is not  anticipated  that the Company  will be able to meet its
financial   obligations   through   internal  net  revenue  in  the  near  term.
Bioaccelerate,  Inc.  does not have a working  capital  line of credit  with any
financial institution. Therefore, future sources of liquidity will be limited to
the Company's ability to obtain additional debt or equity funding. (See note 4 )

NOTE 4- LOAN PAYABLE (EUROPEAN TECHNOLOGY INVESTMENTS LIMITED)

As of  November  30,  2003,  European  Technology  Investments  Limited has paid
$71,950 of expenses on behalf of Bioaccelerate,  Inc. The loan was not evidenced
by a note  and the  agreement  called  for no  payment  of  interest.  Under  an
agreement  with the creditors  (see note 5) this loan has now been exchanged for
Common stock in Bioaccelerate, Inc.

NOTE 5 - NON-CASH FINANCIAL TRANSACTIONS

Non-cash financing transactions  consisting of the cost of contributed services,
contributed  rent and the  related  additional  paid in capital  contributed  by
shareholders  have been  included in expenses  and  additional  paid in capital,
respectively, in earlier financial statements. Following the acquisition of PMSL
the creditors in that company and the creditors of  Bioaccelerate  Inc agreed to
accept post split common stock to the value of their outstanding invoices.  This
resulted in the issue of 625,014 shares of Common stock.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF
OPERATIONS

The Company up until  November 30, 2003 was a development  stage company and its
principal business purpose was to develop assets in the pharmaceutical industry.
The  Company  entered  into a letter of intent to acquire  Pharma  Manufacturing
Services  Limited during the quarter ending 31st August 2003 and the acquisition
was  completed on  September  1st 2003 by the issue of  18,000,000  post reverse
split shares of Common Stock. This has the effect of transferring control of the
company to the former shareholders of Pharma Manufacturing  Services Limited and
the  Directors  consider  that this  makes  Pharma  Manufacturing  Services  the
acquiror for accounting purposes.

The  Financial  Statements  filed in Item 1 of this 10QSB  filing,  reflect  the
financial condition of the company as at the end of its last fiscal year at 31st
May 2003 and the subsequent six month period.

The Company  filed a Form 8-K on September 19, 2003  reporting  that the company
had acquired UK based Pharma Manufacturing  Services Limited.  Amendment to form
8-K were filed on November  28, 2003 and March 12, 2004 which  included  further
information  and the  required  financial  statements  of  Pharma  Manufacturing
Services Limited.

Pharma  Manufacturing  Services  Limited  (PMSL) is a company that  acquires and
develops  pharmaceutical  assets, both corporate and physical.  It currently has
equity  interests  in 8  Biopharmaceutical  companies..  As they are all private
development  stage  companies  involved  in  licensing  technology  that is then
developed  the  Directors  consider  that these  companies  should  currently be
included at par value in the accounts.

PMSL  was  formed  to  take  advantage  of  the   burgeoning   biopharmaceutical
marketplace  through the  development  of compounds and also the companies  that
will  commercialize  those  compounds.  The  Companies in which it currently has
equity  interests  focus on five medical  areas,  being Cancer,  Cardiovascular,
Lifestyle, Central Nervous System, and Anti-viral, areas with a current combined
market value of $200 billion.

<PAGE>

REVENUE

For the six month period ended November 30, 2003, the Company had no revenue.

OPERATING EXPENSES

During the three month period  ending  November 30, 2003 we incurred  $61,600 of
operating  expenses,  as compared to $22,963  for the three month  period  ended
November  30,  2002.  This  increase  was  mostly  due to  increased  legal  and
accounting costs incurred in preparation for fund raising.

NET LOSS

Our net loss for the three month period ending  November 30, 2003 was $61,600 as
compared to a net loss for the three month  period  ending  November 30, 2002 of
$22,963.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have incurred  significant  and increasing net losses.  In the event
that our current business plan does not meet  expectations we anticipate that we
may continue to incur significant operating losses.

We have an  accumulated  deficit of $625,714 as at November 30, 2003. We plan to
meet our  working  capital  needs and  finance our growth plan during the coming
fiscal year through a combination of financing,  equity capital and the possible
realization of assets in the Company's holdings. There can be no assurance as to
whether  or  when we will  generate  material  revenues  or  achieve  profitable
operations.  We have  insufficient  relevant  operating  history  upon  which an
evaluation of our performance and prospects can be made. We are still subject to
all of the business risks associated with a new enterprise,  including,  but not
limited to, risks of unforeseen  capital  requirements,  lack of fully-developed
products,   failure  of  market   acceptance,   failure  to  establish  business
relationships,   reliance  on  outside   contractors  for  the  manufacture  and
distribution,  and competitive disadvantages against larger and more established
companies.  The  likelihood  of our success must be  considered  in light of the
development  cycles  of  new  products  and  technologies  and  the  competitive
environment in which we operate.

The Company's  viability as a going concern is dependent upon raising additional
capital,  and  ultimately,  having net income.  Our limited  operating  history,
including our losses,  primarily  reflects the operations at this early stage in
its development.

Before our operating plan can be effected, we will require additional financing.
Furthermore, in the event our plans change or our assumptions change or prove to
be inaccurate,  we could be required to seek  additional  financing  sooner than
currently  anticipated.  Any additional financing may not, however, be available
to us when needed on commercially  reasonable  terms, or at all. If this were to
occur, our business and operations would be materially and adversely affected.

Based on our operating plan, we are seeking  arrangements for long-term  funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently  visiting with and meeting
a number of potential investors.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are currently no pending legal proceedings against the company.

ITEM 2. CHANGES IN SECURITIES

There has been no change in the Company's securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There has been no default  in the  payment of  principal,  interest,  sinking or
purchase fund installment.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been  submitted  to a vote of security  holders  during the period
covered by this report.

ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K

A form 8-K/A was filed on  November  28,  2003 which is hereby  incorporated  by
reference.

<PAGE>

Exhibit
10.1
10.2
99.1
99.2

                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

BIOACCELERATE INC
(Registrant)
Date: October 15, 2003


By: /s/ B.R. Parker
    -----------------
    President