                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  ---------------------------------------------

                                   FORM 10-QSB

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       OR

[ ]     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 333-113734


                           MARC PHARMACEUTICALS, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)


                  Delaware                                13-4169954
                  ---------                               ----------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)               Identification No.)

             350 Bedford Street,
            Stamford, Connecticut                           06901
            ---------------------                           -----
   (Address of principal executive offices)               (Zip Code)


          Issuer's telephone number, including area code (203) 352-8817
                                                         --------------
Check 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 past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

The outstanding number of each type of the issuer's securities as of September
21, 2004 is (i) 284,240,000 shares Common Stock, par value $.0001 (ii) 590,000
Class A Warrants to acquire common shares and (iii) 1,180,000 Class B Warrants
to acquire common shares.




PART I FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS.

                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                                    I N D E X



                                                                                                  Page No.
                                                                                                  --------

         FINANCIAL STATEMENTS:

           Balance Sheets as at June 30, 2004 and December 31, 2003                                  3

           Statements of Operations
             For the Six and Three months ended June 30, 2004 and 2003 and Cumulative
             For the Period from January 29, 1999 (Inception) to June 30, 2004 (Unaudited)           4

           Statement of Stockholders' Equity (Capital Deficiency)
             For the Six Months Ended June 30, 2004 and Cumulative For the Period
             From January 29, 1999 (Inception) to June 30, 2004 (Consolidated) (Unaudited)           5

           Statements of Cash Flows
             For the Six Months ended June 30, 2004 (Consolidated) and 2003 and
             From January 29, 1999 (Inception) to June 30, 2004 (Consolidated) (Unaudited)           6

           Notes to Financial Statements (Unaudited)                                                7-16







                       See notes to financial statements.

                                        2


                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET



                                    ASSETS
                                                                June 30,         December 31,
                                                                  2004               2003
                                                                  ----               ----
                                                               (Unaudited)


Current assets:
  Cash                                                         $  527,688        $     3,105
  Prepaid insurance                                                   656              7,215
        Total current assets                                      528,344             10,320
                                                               ----------        -----------
Other assets:
  Deferred rent                                                    33,881             36,494
  Deferred registration costs                                     177,828             40,000
                                                               ----------        -----------
        Total other assets                                        211,709             76,494
                                                               ----------        -----------

        Total assets                                           $  740,053        $    86,814
                                                               ==========        ===========

                LIABILITIES AND STOCKHOLDERS' CAPITAL DEFICIENCY
Current liabilities:
  Notes payable:
    Chairman                                                   $  125,000        $   275,000
    Others - Subject to Rescission                                800,000             25,000
  Accrued expenses - related parties                              387,279             81,601
  Accrued expenses and other current liabilities                   96,086             24,685
                                                               ----------        -----------
        Total current liabilities                               1,408,365            406,286
                                                               ----------        -----------

Commitments and contingencies                                          -                 -

Stockholders' capital deficiency:
  Common stock - $.0001 par value
    Authorized - 750,000,000 shares
    Issued  and outstanding - 283,650,000                          28,365             28,315
  Additional paid-in capital                                    1,268,019          1,143,069
  Deficit accumulated in the development stage                 (1,964,696)        (1,490,856)
                                                               ----------        -----------
        Total stockholders' capital deficiency                   (668,312)          (319,472)
                                                               ----------        -----------

        Total liabilities and stockholders'
          capital deficiency                                   $  740,053        $    86,814
                                                               ==========        ===========


                       See notes to financial statements.

                                        3



                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                                                                                 Cumulative From
                                           For the Six      For the Six      For the Three     For the Three    February 21, 2001
                                          Months Ended      Months Ended     Months Ended      Months Ended       (Inception) to
                                          June 30, 2004    June 30, 2003     June 30, 2004     June 30, 2003      June 30, 2004
                                          -------------    -------------     -------------     -------------      -------------

Revenues                                       $  -             $  -              $  -              $  -                $  -
                                          -----------      -----------       -----------       -----------         -----------

Operating expenses:
  Research and development                        -              3,257               -               3,257             934,828
  License costs                                   -                -                 -                 -                50,000
  Web site costs                                  -             18,000               -               8,000              28,000
  Professional fees                            21,298            6,192            18,298             6,192             122,173
  Consulting fees                              66,000              -              33,000               -                66,000
  Director's fees                             125,000              -                 -                 -               125,000
  Payroll and fringe benefits                 190,980              -             101,920               -               214,610
  Insurance                                     6,559            5,880               233             2,890              24,300
  Rent                                         10,400              -               5,550               -                19,400
  Other                                        10,045            6,097             4,849               -                23,530
                                          -----------      -----------       -----------       -----------         -----------
Total operating expenses                      430,282           39,426           163,850            20,339           1,607,841
                                          -----------      -----------       -----------       -----------         -----------

Loss from operations                         (430,282)        (39,426)          (163,850)          (20,339)         (1,607,841)
                                          -----------      -----------       -----------       -----------         -----------

Other (Income) expenses:
  Interest expense                             43,567          270,990            29,745           258,045             358,574
  Interest income                                  (9)             (19)               (5)              (10)             (1,719)
                                          -----------      -----------       -----------       -----------         -----------
Total other expenses                           43,558          270,971            29,740           258,035             356,855
                                          -----------      -----------       -----------       -----------         -----------

Net loss                                    ($473,840)       ($310,397)        ($193,590)        ($278,374)        ($1,964,696)
                                          ===========      ===========       ===========       ===========         ===========

Per share data:
  Loss per share - basic and diluted         ($ - )            ($ - )            ($ - )            ($ - )
                                          ===========      ===========       ===========       ===========

Weighted average number of
  shares outstanding                      283,586,111      268,036,665       283,650,000       268,036,665
                                          ===========      ===========       ===========       ===========



                                                  4



                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

             STATEMENTS OF STOCKHOLDERS' CAPITAL EQUITY (DEFICIENCY)

       FOR THE PERIOD FROM FEBRUARY 21, 2001 (Inception) TO JUNE 30, 2004





                                                                                            Deficit                       Total
                                                                                          Accumulated                 Stockholders'
                                                      Common Stock          Additional      in the         Stock          Equity
                                                      ------------           Paid-In      Development  Subscriptions     (Capital
                                                  Shares         Amount      Capital         Stage      Receivable     Deficiency)
                                                ----------     ----------    -------         -----      ----------     -----------

 Balance at February 21, 2001 - Inception       202,700,000      $20,270        $  -          $  -       ($ 20,270)        $  -

 Payment of common stock subscriptions                -              -             -             -             140            140

 Compensatory element of common stock
   issued for services rendered                     450,000           45                                                       45

 Proceeds from sale of common stock              19,000,000        1,900        77,409                                     79,309

 Net loss for the period from Inception                                                                                        -
   to December 31, 2001                               -              -             -            (450)          -             (450)
                                               ------------      --------   ----------   ------------     ---------     ---------

 Balance at December 31, 2001                   222,150,000       22,215        77,409          (450)      (20,130)        79,044

 Payment of common stock subscriptions                -              -                           -          20,130         20,130

 Proceeds from sale of common stock              41,810,000        4,181       179,029           -             -          183,210

 Net loss for the year ended
   December 31, 2002                                  -              -             -        (723,240)          -         (723,240)
                                               ------------      --------   ----------   ------------     ---------     ---------

 Balance at December 31, 2002                   263,960,000       26,396       256,438      (723,690)          -         (440,856)

 Proceeds from sale of common stock              14,190,000        1,419       637,131                                    638,550

 Compensatory element of common stock
   issued as payment of interest                  5,000,000          500       249,500                                    250,000

 Net loss for the year ended
   December 31, 2003                                  -              -             -        (767,166)          -         (767,166)
                                               ------------      --------   ----------   ------------     ---------     ---------

 Balance at December 31, 2003                   283,150,000       28,315     1,143,069    (1,490,856)          -         (319,472)

 Compensatory element of common stock
   issued for services rendered (Unaudited)         500,000           50       124,950                                    125,000

 Net loss for the three months ended
   June 30, 2004 (Unaudited)                          -              -             -        (473,840)          -         (473,840)
                                               ------------      --------   ----------   ------------     ---------     ---------

 Balance at June 30, 2004 (Unaudited)           283,650,000      $28,365    $1,268,019   ($1,964,696)       $  -        ($668,312)
                                               ============      ========   ==========   ============     =========     =========



                                                        5


                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                                                           Cumulative From
                                                              For the Six             For the Six         February 21, 2001
                                                              Months Ended           Months Ended           (Inception) to
                                                             June 30, 2004           June 30, 2003          June 30, 2004
                                                             -------------           -------------          -------------

Cash flows from operating activities:
  Net loss                                                     ($473,840)             ($310,397)             ($1,964,696)
                                                               ---------              ---------              -----------
  Adjustments to reconcile net loss
      to net cash used in
      operating activities:
    Compensatory element of common
      stock issued for services                                  125,000                    -                    125,045
    Compensatory element of common
      stock issued in payment of interest                             -                 250,000                  250,000
    Increase (decrease) in cash flows as
        a result of changes in asset and
        liability account balances:
      Prepaid expenses                                             6,559                    -                       (656)
      Deferred rent                                                2,613                    -                    (33,881)
      Accrued expense - related parties                          305,678                    -                    387,279
      Accrued expenses and other current                              -                     -
         liabilities                                              71,401                  3,127                   96,086
                                                               ---------              ---------              -----------
  Total adjustments                                              511,251                253,127                  823,873
                                                               ---------              ---------              -----------

Net cash used in operating activities                             37,411                (57,270)              (1,140,823)
                                                               ---------              ---------              -----------
Cash flows from financing activities:
  Proceeds from notes payable - stockholders                     775,000                    -                  1,150,000
  Repayments of notes payable - stockholders                    (150,000)                                       (225,000)
  Deferred registration costs                                   (137,828)               (25,000)                (177,828)
  Proceeds from sale of common stock                                 -                  298,260                  921,339
                                                               ---------              ---------              -----------
Net cash provided by financing activities                        487,172                273,260                1,668,511
                                                               ---------              ---------              -----------

Increase (decrease) in cash                                      524,583                215,990                  527,688

Cash at beginning of period                                        3,105                 25,411                     -
                                                               ---------              ---------              -----------

Cash at end of period                                           $527,688               $241,401                 $527,688
                                                               ---------              ---------              -----------
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period:
    Interest                                                      $  -                    $ -                    $  -
                                                               =========              =========              ===========
    Taxes                                                        $   363                  $ -                   $    363
                                                               =========              =========              ===========
Supplemental Schedules of Noncash
    Investing and Financing Activities:
  Common stock issued for services                             $ 125,000                  $ -                  $ 125,045
                                                               =========              =========              ===========
  Common stock issued as payment for
     interest on note payable                                     $  -                 $250,000                $ 250,000
                                                               =========              =========              ===========


                       See notes to financial statements.

                                        6



                           MARC PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004
                                   (Unaudited)

NOTE  1 - PLAN OF ORGANIZATION:

          (a) Organization and Presentation of Financial Statements:

                    Marc Pharmaceuticals, Inc. (the "Company") was incorporated
          in the State of Delaware on February 21, 2001 at which time the
          founding and original stockholders subscribed for 202,700,000 shares
          of the Company's common stock for an aggregate of $20,270. $140 of the
          stock subscriptions were paid in 2001 and the balance in 2002.
          Effective February 21, 2001 four persons were issued 450,000 shares of
          the Company's common stock for administrative services rendered. Since
          its inception through December 31, 2003, the Company has not generated
          any significant revenues and has not carried on any significant
          operations. The accompanying financial statements have been prepared
          assuming that the Company will continue as a going concern. As shown
          in the accompanying financial statements, the Company had a working
          capital deficiency of $880,021, $395,966 and $440,856 at June 30,2004,
          December 31, 2003 and 2002, respectively, and has incurred net losses
          of $473,840 and $310,397 for the six months ended June 30,2004 and
          2003, respectively, and losses of $767,166 and $723,240 for the years
          ended December 31, 2003 and 2002, respectively, and had an accumulated
          deficit of $1,964,696 and $1,490,856 at June 30,2004 and December 31,
          2003, respectively.

                    These conditions raise substantial doubt about the Company's
          ability to continue as a going concern. The financial statements do
          not include any adjustments that might result from the outcome of this
          uncertainty. Management's efforts have been directed towards the
          development and implementation of a plan to develop various
          pharmaceutical products to the point at which they may be sold. This
          plan necessarily means that it will be at least several years before
          the Company will generate sufficient revenues to cover all of its
          present and future costs and expenses. The Company's sources of cash
          to fund its operations have been the sales of its securities to
          accredited investors. The Company received, through December 31, 2003,
          $921,339 in proceeds (net of placement costs) from the sale of
          202,700,000 unregistered shares of its common stock to its original
          founding stockholders and 75,000,000 unregistered shares of its common
          stock to accredited investors in two private placements. In July 2002
          the Company issued its $350,000 note payable to one of its directors
          as reimbursement for funds the director had paid on the Company's
          behalf for certain research and development costs. In November 2003
          the Company commenced a private offering of up to $500,000 of its 20%
          interest bearing notes to accredited investors. At December 31, 2003
          only one note in the amount of $25,000 was sold under the note
          placement. Subsequently through June 30, 2004, ten additional notes
          aggregating $200,000 were sold. Since the Company has not generated
          revenues from its inception and, since management does not anticipate
          the Company will generate sufficiently substantial revenues from the
          sale of its products in an amount necessary to meet its cash needs for
          the next twelve months, management believes the Company will need
          additional financing to continue to operate.


                                       7


NOTE  1 - PLAN OF ORGANIZATION:  (Continued)

          (a) Organization and Presentation of Financial Statements: (Continued)

                    Accordingly, the Company extended its private placement debt
          offering to accredited individuals. The offering, which was scheduled
          to expire on February 3, 2004, was increased to $1,000,000 and was
          extended to February 29, 2004 and further extended until its
          termination on June 25, 2004. Additionally, the Company has contracted
          with a placement agent, on a best efforts basis, to sell up to
          20,000,000 units of the Company's securities to the public at a
          purchase price of $0.25 per unit. Each unit consists of one share of
          the Company's common stock, one Class A warrant to buy a share of the
          Company's common stock at $.50 and two Class B warrants to each
          purchase one share of the Company's common stock for $1.00. The
          Company will pay a placement agent commission of 8% of the proceeds of
          all the units placed by the placement agent and a non-accountable
          expense allowance of 3% of the proceeds of all the shares placed by
          the placement agent. In addition to the placement agent's cash
          compensation, the Company has agreed to give the placement agent
          warrants to purchase up to 1,600,000 units at a purchase price of
          $.3125 per unit which will be exercisable for a period of 5 years,
          which means that the placement agent will receive a warrant to
          purchase one unit for every 12.5 units sold by the placement agent.
          The placement agent's warrants and the underlying shares of common
          stock will not be registered at the time of grant.

          (b) Principal Business Activity:

                    The Company is a development stage start-up pharmaceutical
          Company focusing on the development and commercialization of
          innovative products for the treatment of debilitating diseases.
          Management has no clinical experience in the development of
          pharmaceutical products and intends to rely, in part, on academic
          institutions and on clinical research institutions to conduct and
          monitor certain clinical trials. The Company and its products are
          subject to comprehensive regulation by the United States Food and Drug
          Administration (FDA) in the United States of America and by comparable
          authorities in other countries. In addition, certain clinical trials
          for our products are conducted by government-sponsored agencies.
          Because the conduct of such trials will be dependent on government
          funding and participation, the Company will have less control over
          such trials than if it were the sponsor of these trials. As a result,
          there can be no assurance that these trials will commence or be
          completed as planned.

                    Currently, the Company is the exclusive licensee of a
          medical compound which has certain derivatives that are (i) directed
          towards the treatment of cancer as a site directed chemotherapeutic
          agent that selectively attacks only cancer cells through a specific
          delivery device depending on the organ in which the cancer is located
          in the body and (ii) directed towards anti-HIV activity which could be
          used either systemically as an AIDS therapy, or locally as a
          microbicide to prevent the sexual acquisition of HIV.



                                       8


NOTE  2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:

          (a) Basis of Presentation:

                    The accompanying unaudited financial statements as at and
          for the six and three months ended June 30, 2004 and 2003 have been
          prepared in accordance with accounting principles generally accepted
          in the United States of America. In the opinion of management, the
          statements contain all adjustments (consisting only of normal
          recurring accruals) necessary to present fairly the financial position
          as of June 30, 2004 and the results of operations and cash flows for
          the six and three months ended June 30, 2004 and 2003. The results of
          operations for the six and three months ended June 30, 2004 are not
          necessarily indicative of the results to be expected for the full
          year.

                    The December 31, 2003 balance sheet was derived from the
          audited statements for the year ended December 31, 2003 included in
          the Company's Registration Statement on Form SB-2 File No. 333-113734
          as filed with the Securities and Exchange Commission on August 12,
          2004.

          (b) Revenue Recognition:

                    Since its inception, the Company did not have any revenues
          and is in the development stage. The Company will recognize revenues
          in accordance with accounting principles generally accepted in the
          United States of America. Revenues from the sale of its products will
          be recognized when shipped to its customers. Royalties earned from the
          licensing of its products to other pharmaceutical entities will be
          recorded on a pro-rata basis over the life of the contract
          effectuating the royalty.

          (c) Use of Estimates:

                    The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States of
          America requires management to make estimates and assumptions that
          affect certain reported amounts and disclosures. Accordingly, actual
          results could differ from those estimates.

          (d) Deferred Registration Costs:

                    Costs incurred in connection with the proposed initial sale
          of the Company's securities to the public have been deferred and will
          be offset against the proceeds from the sale of the securities. If the
          initial sale of the securities does not generate sufficient funds to
          pay the costs related to the offering in full, the unpaid portion of
          the deferred registration costs, if any, will be charged to
          operations.




                                       9



NOTE  2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:
          (Continued)

          (e) Sponsored Research and Development Costs:

                    Sponsored research and development costs (R&D) are expensed
          at the earlier of when they are paid or when the R&D is performed. R&D
          costs to date have consisted of the minimum payments required under a
          sponsored research agreement between the Company and Cornell
          University (Cornell). The three year agreement which commenced on June
          19, 2002 requires the Company to pay an aggregate of $1,250,000 to
          Cornell for research costs and overhead associated with the research.
          In July 2002 and 2003, respectively, payments of $500,000 and $375,000
          were made to Cornell and the remaining $375,000 is payable in July
          2004. Although the pro rata amortization of the entire R&D cost is
          less than the amounts paid in fiscal 2002 and 2003, management has
          charged the entire payments to operations when paid because there is
          no evidence that the R&D will result in a commercially viable product.
          Additionally the agreement requires the Company to reimburse Cornell
          for certain costs incurred in obtaining patents for any technology
          developed through the sponsored research. Fees for patent attorneys of
          $7,682 and $52,146 in fiscal 2003 and 2002, respectively, were
          reimbursed to Cornell.

                    The agreement provides the Company with an exclusive license
          to the technology developed under the research and development
          agreement. The Company paid an initial license fee for the cancer
          therapeutic compound of $50,000 in fiscal 2002 which was charged to
          operations as there is no evidence that any technology developed from
          the research will be commercially viable. The license agreement was
          amended in July 2004 to include the HIV compound for an additional
          $50,000 payable in two equal installments in July and November 2004.
          Th agreement also requires additional payments upon the attainment of
          certain milestones - initiation of clinical trials and FDA or
          equivalent approval of products developed. The aggregate payments
          required for the various milestones are $2,137,500.

                    In January 2004 the Company entered into a second sponsored
          research agreement with Cornell for three years. The Company has
          agreed to sponsor research in other uses of certain oncological
          technologies for an aggregate of $1,000,000 of which $75,000 was paid
          in July 2004, and $112,500 is payable in November 2004, $187,500 in
          December 2004 and $312,500 in each of fiscal 2005 and 2006. The
          Company, in return for its research funding, received a first right of
          refusal to acquire a royalty-bearing license to market the technology
          developed by the researchers.

          (f) Recently Issued Accounting Pronouncements:

                    In December 2003 the FASB issued Interpretation No. 46
          (Revised) "Consolidation of Variable Interest Entities". This
          interpretation of Accounting Research Bulletin No. 51, "Consolidated
          Financial Statements", describes the circumstances under which a
          variable special purpose entity is to be consolidated with entities
          that do not have the characteristics of a controlling interest in the
          special purpose entity.

                    In April 2003, the FASB issued SFAS No. 149 which amends and
          clarifies SFAS No. 133, "Accounting for Derivative Instruments and
          Hedging Activities".

                    In May 2003, the FASB issued SFAS No. 150, "Accounting for
          Certain Instruments with Characteristics of Both Liabilities and
          Equity". This statement establishes standards for how an issuer
          classifies certain financial instruments with characteristics of both
          liabilities and equity.

                    Management believes the adoption of these pronouncements
          will not have a material impact on the Company.



                                       10



NOTE  2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES:
          (Continued)

          (g) Earnings Per Share:

                    The Company adopted Statement of Financial Accounting
          Standards No. 128, "Earnings Per Share". Basic earnings per share is
          based on the weighted effect of all common shares issued and
          outstanding, and is calculated by dividing net income available to
          common stockholders by the weighted average shares outstanding during
          the period. Diluted earnings per share, which is calculated by
          dividing net income available to common stockholders by the weighted
          average number of common shares used in the basic earnings per share
          calculation plus the number of common shares that would be issued
          assuming conversion of all potentially dilutive securities
          outstanding, is not presented as it is anti-dilutive.


NOTE  3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES.

                    Accrued expenses and other current liabilities consist of
          the following at:

                                            June 30, 2004     December 31, 2003
                                            -------------     -----------------

          Professional fees                    $73,114             $15,000
          Deferred registration costs               -                   -
          Payroll taxes                             -                3,160
          Franchise taxes payable                1,950               2,000
          Sundry operating expenses             21,022               4,525
                                               --------            -------
                                               $96,086             $24,685
                                               ========            =======

NOTE  4 - RELATED PARTY TRANSACTIONS.

          (a) Notes Payable - Chairman:

                    In July 2002, a founding shareholder and the Chairman of the
          Company personally paid $350,000 to Cornell University on behalf of
          the Company in partial satisfaction of the Company's commitment to
          fund research under the sponsored research and development agreement.
          The Company issued this director its 15% interest bearing note payable
          on August 17, 2002. The director agreed to extend the due date
          initially to March 31, 2003, then to June 30, 2003, then to September
          30, 2003, then to March 31, 2004, then to May 31, 2004 and currently
          to December 31, 2004. During the fourth quarter of 2003, $75,000 of
          loan principal was repaid. In return for the director's extension of
          the note from March 31, 2003 to June 30, 2003, the Company issued this
          director 5,000,000 shares of its common stock whose fair value at the
          date of issuance was $250,000 which was charged to operations in 2003
          as interest expense. The fair value of the shares issued is based upon
          the per share price which the Company was offering at that time to
          accredited investors through a private placement of its common stock.
          During the six months ended June 30, 2004, $150,000 of this loan's
          principal was repaid. Interest expense charged to operations on this
          debt was $26,865 and $20,990 in the six months ended June 30, 2004 and
          2003, respectively, and $40,383 and $24,021 in the years ended
          December 31, 2003 and 2002, respectively. At June 30, 2004 December
          31, 2003 and 2002 the director was owed accrued interest of $81,269,
          $64,404 and $24,021 on this indebtedness which is included in the
          accompanying financial statements under the caption accrued expenses -
          related parties.



                                       11


NOTE  4 - RELATED PARTY TRANSACTIONS.  (Continued)

          (b) Notes Payable - Others - Subject to Rescission:

                    In November 2003, the Company commenced a $500,000 private
          placement of its 20% interest bearing notes to accredited investors.
          On May 31, 2004 the total note private placement was increased to
          $1,000,000. A stockholder purchased a note for $25,000 payable on
          November 7, 2004 plus accrued interest. Accrued interest on this
          obligation of $603 was charged to operations in 2003 and is included
          in accrued expenses - related parties at December 31, 2003. Through
          June 30, 2004, eight stockholders and a personal friend of the
          Company's CEO acquired notes aggregating $800,000. Interest charged to
          operations during the six months ended June 30, 2004 was $16,689 and
          is included in accrued expenses - related parties. Management of the
          Company offered the notes to only accredited individuals, all but one
          of whom were stockholders at the time they were offered these notes.
          Management did not seek investors outside of its own stockholders and
          a few other individuals who are longstanding business associates of
          the Company's officers. Management of the Company did not solicit any
          other person to buy these notes. Moreover, Management believes that
          its note offering could not be integrated under applicable rules with
          its proposed initial public offering. Nevertheless, the Securities and
          Exchange Commission ("SEC"), a state securities regulator or one or
          more of the note holders from this private placement note offering may
          assert the position that the note offering was an unregistered public
          offering. If such position were to prevail, among other things, the
          note holders could demand immediate repayment of their notes plus
          interest at the prevailing market rate. The Company and its management
          could be accused by the SEC or other regulatory bodies of violations
          of securities or other laws and regulations which could subject them
          to criminal or civil sanctions and penalties. If such accusations were
          instituted, the Company's planned initial offering of its securities
          for sale to the public could be jeopardized. The defense of such
          accusations would not only require the expenditure of legal fees but
          would divert management's attention from the Company's operations.

          (c) Legal Fees:

                    The Company's general and securities counsel is an original
          shareholder of the Company. During the period from inception to June
          30, 2004, these attorneys rendered services aggregating $171,980.
          $36,460 of the total was charged to additional paid-in capital for
          legal services rendered in connection with the Company's private
          placements of its common stock. $75,226 is for legal services in
          connection with the Company's initial offering of its securities to
          the public of which $50,000 was paid at June 30, 2004. This amount is
          included in the accompanying financial statements under the heading
          deferred registration costs. The remainder was for general corporate
          matters of which $7,603 and $51,243 was charged to operations in
          fiscal 2003 and 2002, respectively. A portion, $11,841, of these legal
          fees was paid by a director of the Company who was subsequently
          reimbursed by the Company in September 2002. At June 30, 2004,
          December 31, 2003 and 2002, these unpaid fees aggregated $37,268,
          $16,594 and $81,485, respectively, and are included in accrued
          expenses - related parties.

          (d) Placement Agent Fees:

                    The Company's president controlled a corporate placement
          agent which placed the Company's two private sales of its common stock
          to accredited investors. The placement agent firm received $9,500 in
          2001, $25,000 in 2002 and $70,950 in 2003 in commissions and fees for
          its services.



                                       12




NOTE  4 - RELATED PARTY TRANSACTIONS.  (Continued)

          (e) Consulting Agreement:

                    The Company in January 2004 retained the services of its
          Chairman to assist senior management in identifying opportunities and
          developing strategies to enhance the Company's value through a five
          year consulting agreement. The Chairman will receive $120,000 annually
          for his services and a monthly car allowance of $1,000. At June 30,
          2004, the Chairman is owed $60,000 for his consulting services and
          $6,000 for his allowance. These liabilities are included in accrued
          expenses - related parties at June 30, 2004.

          (f) Lease:

                    The Company leases its Stamford, CT premises from a
          corporation whose Chairman and CEO is the Company's Chairman. The
          lease commenced in March 2004 and is for one year which is
          automatically renewable for an additional one year term. Rental is
          $350 per month. At June 30, 2004, unpaid rent of $1,400 is included in
          accrued expense - related parties.

          (g) Employment Contract:

                    The Company entered into a five-year employment contract
          with its CEO on January 1, 2004. The CEO is to be paid $250,000
          annually, an automobile allowance of $12,000 annually plus all other
          benefits which are or will be provided to other executive officers and
          employees of the Company. Additionally, the CEO is to receive annually
          a cash incentive bonus equal to 1% of the after-tax net income of the
          Company as defined. At June 30, 2004, the CEO is owed $166,667 of his
          salary which is included in accrued expense - related parties. The CEO
          was paid in June 2004 $15,530 in reimbursement of telephone costs and
          medical and disability insurance expenses he had previously paid on of
          behalf of the Company.

NOTE  5 - INCOME TAXES.

                    The Company does not have any currently payable or deferred
          federal or local tax benefit since its inception to June 30, 2004. At
          June 30, 2004 and December 31, 2003, the Company had a net operating
          loss carryforward amounting to approximately $1,965,000 and
          $1,491,000, respectively, available to reduce future taxable income,
          of which $724,000 expires in 2022, $767,000 expires in 2023, and
          $474,000 expires in 2024. Management is unable to determine if the
          utilization of the future tax benefit is more likely than not to occur
          and, accordingly, the deferred tax asset of approximately $664,600 and
          $507,000 at June 30, 2004 and December 31, 2003 has been fully
          reserved. A reconciliation of the actual tax provision to the expected
          statutory rate is as follows:

                                           For the Three Months Ended June 30,
                                       -----------------------------------------
                                               2004                 2003
                                       -------------------  --------------------
Loss before income taxes               ($193,590)           ($278,374)

Expected statutory tax benefits          (65,800)   -34.0%    (94,600)   -34.0%
Net operating loss valuation reserve      65,800     34.0%     94,600     34.0%

Total tax benefit                       $    -               $    -




                                       13


NOTE  5 - INCOME TAXES.  (Continued)



                                                                                                For the Period From
                                                                                                 February 21, 2001
                                                     For the Six Months Ended June 30,           (Inception) To
                                                          2004                   2003             June 30, 2004
                                               ---------------------  ---------------------   ------------------------
                                               (Unaudited)            (Unaudited)             (Unaudited)

Loss before income taxes                       ($473,840)             ($310,397)              ($1,964,696)
                                                --------               --------                ----------

Expected statutory tax benefits                 (161,100)   -34.0%     (105,500)    -34.0%       (668,000)     -34.0%
Net operating loss valuation reserve             161,100     34.0%      105,500      34.0%        668,000       34.0%
                                                --------               --------                ----------

Total tax benefit                               $   -                  $   -                   $    -


NOTE  6 - COMMON STOCK.

                    On February 21, 2001, the founding, original shareholders,
          all of whom are accredited investors, subscribed for 202,700,000
          shares of common stock for an aggregate of $20,270 of which $140 was
          paid in 2001 and the balance in 2002.

                    In payment for administrative services rendered in
          conjunction with the organizing of the Company, four persons received
          450,000 shares of the Company's common stock whose fair value was $45
          as determined by the then per share price ($.0001) paid by the
          founding and original shareholders.

                    In 2003, the Chairman was issued 5,000,000 shares of the
          Company's common stock as compensation for the Chairman's extending
          the due date of his $350,000 note to June 30, 2003. The fair value of
          the securities of $250,000 was charged to operations as additional
          interest expense.

                    The Company in January 2004 issued 500,000 shares of its
          common stock to an individual as an inducement to become a member of
          the Company's Board of Directors. The fair value of the common shares
          issued of $125,000 was charged to operations upon issuance. The fair
          value was based upon the per share value $0.25 ascribed to the
          Company's initial public offering of its securities. See below.

          Private Placements of the Company's Securities:

                    In September 2001, the Company commenced the sale of
          60,000,000 of its unregistered common shares to accredited investors
          for $.005 per share. The Company received $79,309 in proceeds (net of
          $16,191 in offering costs) in 2001 and $178,095 (net of $23,809 in
          offering costs) in 2002 from this private offering.

                    In July 2002 the Company commenced another private placement
          of 15,000,000 unregistered shares of its common stock to accredited
          investors for an aggregate of $750,000 ($.05 per share). The Company
          received $5,115 net proceeds from the sale of 810,000 shares of its
          common stock in 2002 and $638,550 in net proceeds from the sale of
          14,190,000 shares of its common stock in 2003.



                                       14



NOTE  6 - COMMON STOCK.  (Continued)

                    In November 2003 the Company commenced an offering for up to
          $500,000 of its 20% interest bearing one year unregistered notes to
          accredited investors. The offering amount was increased to $1,000,000.
          The note offering was to expire on February 3, 2004 but was extended
          to February 29, 2004 and further extended until its termination on
          June 25, 2004. If the Company's initial sale of its securities is
          successful, the note offering will be terminated upon the
          effectiveness of a registration statement. Through June 25, 2004
          eleven notes in the amount of $800,000 were sold. These notes were
          offered to all accredited individuals, all but one whom are
          stockholders of the Company. The Company did not go out into the open
          market to solicit individuals to buy these notes. The Company did not
          use the registration statement as a general solicitation for the sale
          of the notes. The registration statement does not state any specific
          information to a note holder regarding the repayment of the note. The
          individual who was not an existing stockholder of the Company is a
          personal friend of the Company's President. Nevertheless, the
          Securities and Exchange Commission, a Blue Sky regulator or one of the
          note holders from the note offering may at some time assert the
          position that the note offering was an unregistered public offering.
          If such a position were to prevail, several possible consequences
          might ensue including the immediate repayment of the notes with
          interest at the market rate. In addition, we may also be subject to
          legal enforcement by federal and state agencies which will necessitate
          the expenditure of a significant amount of time and resources in our
          legal defense.

          Initial Sale of the Company's Securities to the Public:

                    The Company entered into an agreement with a placement agent
          to offer for sale to the public, on a best efforts basis, up to
          20,000,000 units of the Company's securities to the public at a
          purchase price of $0.25 per unit. Through September 20, 2004, the
          Company has received $147,500 in gross proceeds from the sale of said
          securities to the public. Each unit consists of one share of the
          Company's common stock, one Class A warrant to buy a share of the
          Company's common stock at $.50 and a Class B warrant to purchase one
          share of the Company's common stock for $1.00. The Company will pay a
          placement agent commission of 8% of the proceeds of all the units
          placed by the placement agent and a non-accountable expense allowance
          of 3% of the proceeds of all the shares placed by the placement agent.
          In addition to the placement agent's cash compensation, the Company
          has agreed to give the placement agent warrants to purchase up
          1,600,000 units at a purchase price of $.3125 per unit which will be
          exercisable for a period of 5 years, which means that the placement
          agent will receive a warrant to purchase one unit for every 12.5 units
          sold by the placement agent. The placement agent's warrants and the
          underlying shares of common stock will not be registered at the time
          of grant.


NOTE  7 - COMMITMENTS AND CONTINGENCIES.

          (a) Sponsored Research Agreements and License Agreement.

                    In June 2002, the Company simultaneously entered into a
          three year research and development agreement with the Weill Medical
          College of Cornell University and a license agreement with Cornell
          Research Foundation, Inc., a subsidiary of Cornell University
          (collectively "Cornell"). The agreements require the Company to fund
          the research for a medical compound which has certain derivatives that
          are directed towards the treatment of cancer as a site directed
          chemotherapeutic agent that selectively attacks only cancer cells
          through a specific delivery device depending on the organ in which the
          cancer is located in the body. The Company exercised its option to
          enter into an amendment to the license agreement for the exclusive
          license under certain patent applications owned by Cornell for certain
          betulinol derivatives for the treatment of HIV and AIDS. Accordingly
          in July 2004, the Company entered into an amendment to the license
          agreement.



                                       15


NOTE  7 - COMMITMENTS AND CONTINGENCIES.  (Continued)

                    In addition to the royalties described below, the Company
          agreed to pay Cornell up to an aggregate of $2,187,500 over the term
          of the agreement from submission of investigational new drug to FDA
          approval as follows:

                     Submission of Investigative New Drug
                       Application to the FDA or equivalent       $   50,000
                     Initiation of Phase I Clinical Trial             62,500
                     Initiation of Phase II Clinical Trial           125,000
                     Initiation of Phase III Clinical Trial          200,000
                     FDA or Equivalent Body Approval               1,000,000
                     First Anniversary after FDA Approval            750,000

                    The license agreement, as amended, required non-refundable
          initial payments of $50,000 in 2002 for the cancer therapeutic
          technology license and $50,000 payable in two equal installments in
          July and November 2004 for the HIV license. The term of the license
          extends up to the expiration date of any patent granted from the R&D
          technology. The license requires the Company to make royalty payments
          of up to 7% from the sale of any product developed through the R&D
          technology. Commencing one year after the first sale of any R&D
          related product, the Company is required to make annual minimum
          royalty payments of $100,000 for as long as the Company remains
          licensee. Cornell is also entitled to a percentage of the proceeds
          received by the Company from its sub-licensees and from the sale or
          transfer of any part of its rights and interest in the license. The
          Company may terminate the license agreement at any time provided that
          all amounts owed under the agreement are paid and that the sale of all
          products developed from the R&D technology by the Company or its
          sub-licensees must cease and the license is returned to Cornell.

                    In January 2004 the Company entered into a second sponsored
          research agreement with Cornell for three years under which the
          Company will fund research relating to betulinol derivatives intended
          to be used to treat HIV and AIDS. The Company has agreed to sponsor
          research in other uses of certain oncological technologies for an
          aggregate of $1,000,000 of which $75,000 was paid in July 2004,
          $112,500 is payable in November 2004, $187,500 in December 2004 and
          $312,500 in each of fiscal 2005 and 2006. The Company, in return for
          its research funding, received a first right of refusal to acquire a
          royalty-bearing license to market the technology developed by the
          researchers.

          (b) Lease:

                    The Company and a corporation controlled by the lead
          researcher employed by Cornell to undertake the sponsored research
          have entered into an arrangement whereby the Company is entitled to
          use the researcher's apartment in New York City for $1,500 per month
          through July 2004. The arrangement provides for automatic yearly
          renewals. The researcher has agreed to credit the company for its use
          fee any and all furnishings the company purchases for use in the
          apartment. The Company in 2004 and 2003 acquired $6,387 and $45,494 of
          furnishings and improvements to the apartment and received a credit
          from the owner of $9,000 and $9,000, respectively, for the six months
          ended June 30, 2004 and for the six months use through December 31,
          2003. At June 30, 2004 and December 31, 2003, the balance of the
          furnishings costs was included in deferred rent.

                    Commencing in March 2004, the Company also occupies office
          space in Stamford, CT for $350 per month. The office is leased from a
          corporation whose CEO is the Company's Chairman.



                                       16




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

         Marc Pharmaceuticals, Inc. (the "Company") is development stage
start-up pharmaceutical company focusing on the development and
commercialization of innovative products for the treatment of debilitating
diseases. Currently, the Company has exclusive licenses from Cornell Research
Foundation, Inc. ("Cornell") of certain patent applications covering compounds
intended for use in treating cancer and in treating HIV and AIDS. Some of the
compounds can be attached to an antibody that selectively attaches only to
cancer cells and does not attach to healthy cells, thereby permitting
administration of lower amounts of active chemotherapeutic agents. Other
chemical variations of the compounds appear to be effective in treating HIV and
could be used both systemically (i.e., as a general whole body therapy) or as an
AIDS therapy, or locally to inhibit the growth and transmission of HIV through
sexual activity.

         Although there are preliminary indications that the Company's compounds
may be effective in treating cancer and HIV and AIDS, the Company's compounds
and their derivatives have not been proven effective in treating cancer or HIV
or AIDS in humans or in preventing HIV or AIDS in humans and the Company's
compounds and their derivatives have not yet been proven safe for administration
to human beings.

         The Company's business plan, which involves the development of various
pharmaceutical products to the point at which they may be sold in the United
States, necessarily means that it will be at least several years before the
Company generates sales or revenues. During those years, the Company's
development expenditures will likely exceed $10,000,000 for every product that
it seeks to commercialize.

         The Company and its products are subject to comprehensive regulation by
the U.S. Food and Drug Administration (FDA) in the United States and by
comparable authorities in other countries. The Company has not yet applied for,
or received, approval from the FDA or any other of these authorities and, unless
the Company receives such approvals, even if its compounds are both safe and
effective, the it will not be able to market its drugs.

         To date, the Company has had no revenues and sales. The Company has
financed its operations since inception primarily with the net proceeds received
from private placements of debt and equity securities. These placements from
inception through June 25, 2004 aggregated a total of $1,150,000 in proceeds
from notes payable (of which $225,000 was repaid) and net proceeds from the sale
of the Company's common stock of $921,339.

         The Company has since filed with the Securities and Exchange Commission
a Registration Statement on Form SB-2 to raise $5,000,000 in an initial public
offering for the sale of 20,000,000 units at a purchase price of $.25 per unit
("IPO"). Each unit consists of one share of common stock, one class A redeemable
warrant to purchase a share of common stock at $.50 per share and two class B
redeemable warrants to each purchase a share of common stock at $1.00 per share
("Unit"). The Company is offering the Units on a "best efforts" basis with no
required minimum amount to be raised. Even if not all, or very few, of the
20,000,000 Units are sold the Company will not refund any payments for the
Units. The offering of the Units will terminate on December 31, 2004 if not
earlier terminated by the Company. The offering may be extended at the
determination of the placement agent and the Company for up to an additional 6
months.



                                       17


         Each class A redeemable warrant gives its holder the right to purchase
one share of common stock at $.50. A maximum of 20,000,000 shares of common
stock are issuable upon the exercise of the class A redeemable warrants. If the
Company's common stock trades for at least 5 consecutive trading days at a price
of $.75 or more, the Company will have the right to call the class A redeemable
warrants at a price of $.001 per warrant, unless an investor chooses to exercise
the warrant at that time. The class A redeemable warrants are tradeable and are
exercisable at any time beginning on August 12, 2004 for a period of 5 years.

         Each class B redeemable warrant gives its holder the right to purchase
one share of common stock at $1.00. A maximum of 40,000,000 shares of common
stock is issuable upon the exercise of the class B redeemable warrants. If the
Company's common stock trades for at least 5 consecutive trading days at a price
of $1.25 or more, the Company will have the right to call the class B redeemable
warrants at a price of $.001 per warrant, unless an investor chooses to exercise
the warrant at that time. The class B redeemable warrants are tradeable and are
exercisable at any time beginning on August 12, 2004 for a period of 7 years.

         The registration statement became effective on August 12, 2004. Through
September 20, 2004, the company sold 590,000 Units for a total purchase price of
$147,500, of which $11,800 was paid as commission to the Company's placement
agent. The placement agent is eligible to receive, but has not yet received, a
warrant to purchase 128,000 units, each unit consisting of a share of the
Company's common stock, a warrant to purchase a share of the Company's common
stock at a price of $.50 for a period of five years from August 12, 2004 and two
warrants to each purchase a share of the Company's common stock at a price of
$1.00 for a period of 5 years from August 12, 2004.

         The Company's authorized capital stock consists of 750,000,000 shares
of common stock, par value $.0001. Based on the number of shares of common stock
outstanding as of June 30, 2004 and assuming that all 20,000,000 units offered
pursuant to the IPO are sold, a total of 303,650,000 shares of common stock will
be outstanding after the offering. This total does not include any shares of
common stock issuable upon the exercise of either the class A redeemable
warrants or the class B redeemable warrants.

         The Company's securities are not listed on any securities exchange or
on the Nasdaq Stock Market. They do not presently trade and there is no market
for them. The Company is in the process of seeking quotation for its shares and
warrants on the Over-The-Counter Bulletin Board which will enable its shares and
warrants to be traded. However, there may still be no market for them.

         The Company has a working capital deficiency of ($880,021) and
($395,966) at June 30, 2004 and December 31, 2003, respectively, and a has
incurred net losses of ($473,840) and ($310,397) for six months ended June 30,
2004 and June 30, 2003, respectively, and losses of ($767,166) and ($723,240)
for years ended December 31, 2003 and December 31, 2002, respectively and had an
accumulated deficit of ($1,964,696) at June 30, 2004 and ($1,490,856) at
December 31, 2003.

         The Company's cash on hand at September 24, 2004 totaled $132,135.74.
The Company is in the development stage and has had no revenues from its
inception. The Company does not anticipate any revenues during the next 12
months. Additionally, the Company does not believe it will generate any revenues
in 2005 and will need additional financing to meet its obligations.



                                       18


         The Company's plan of operation for the next twelve months depends, in
part, upon two variables: (a) the amount of money available to it both from its
IPO and from other financing sources and (b) the respective rate of success in
the clinical testing of the Company's two products.

         If the Company sells all of the Units in its IPO and it continues to
have positive results from its testing program, the Company intends, over the
next twelve months, to increase its staff, arrange for permanent leased space,
continue its clinical in vitro and animal testing, submit investigative new drug
applications ("INDs") to the FDA for both of its products, perhaps begin Phase I
human testing, and make all of the payments associated with these activities. In
tabular form, the Company expects to expend the following amounts for these
purposes:

a.       Payments to Cornell                                          $560,000
b.       Patent expenses                                              $150,000
c.       Compensation for a chief financial officer,
                  chief product scientist and other staff             $300,000
d.       Expanded facility                                            $100,000
e.       Other expenses for testing                                   $200,000
f.       FDA expenses                                                  $50,000
g.       Miscellaneous expenses                                       $100,000
                                                                    ----------
                  TOTAL                                             $1,460,000

         If the Company sells less than all of the Units in its IPO, but at
least $3,000,000 worth of Units, the Company may not be able to undertake all of
the described activities and it will reduce its expenditures to the levels as
shown in the following chart. It will still be able to carry on its necessary
activities for the 12 months of operations, including the filing of the INDs for
both of its products.

         a.       Payments to Cornell                                 $560,000
         b.       Patent expenses                                     $102,000
         c.       Compensation for a chief financial officer,
                  chief product scientist and other staff             $100,000
         d.       FDA expenses                                        $ 50,000
                                                                      ---------
                   TOTAL                                              $812,000

         If the Company sells less than $3,000,000 of Units, the Company will be
required to seek alternative financing sources in order to conduct the required
activities and expend the amounts shown in the preceding table. If the Company
cannot raise these funds, the Company will suspend operations until the Company
has the necessary capital. If the Company does not raise the necessary capital
by the time that additional expenditures must be made, it may lose its licenses
or be unable to take its drugs to the FDA.

         Units in the Company's IPO are being sold on a best efforts basis and
it is likely that the proceeds of those sales will be received by the Company
over a period of at least several months. As these proceeds are received, if
they are sufficient, after paying the expenses of the offering, the Company will
utilize them for the purposes described in this Plan of Operation. The Company
also intends to utilize these proceeds to pay the amounts due on the Company's
outstanding notes, which total approximately $1,050,000. Except for the note
payable to the Company's chairman of the board, the other notes are payable
between November 2004 and June 2005. The largest portion of the notes are due in
2005. On the other hand, if the notes other than the note to the Company's
chairman were issued in violation of the private offering rules, and a
rescission resulted with respect



                                       19


to some or all of the notes, the Company may be required to direct funds to pay
notes at an earlier time, thereby postponing its ability to carry out some or
all of its plan.

         If the Company's testing results do not continue to demonstrate
success, the Company may abandon one or both of its products or it may delay the
filing of one or both of the INDs. In any of those circumstances, the Company's
planned expenditures would be reduced.

         It is also possible that the Company may identify an additional product
candidate, although the Company is not projecting that event during these twelve
months.

         The Company anticipates that expenditures for product development,
research and general and administrative expenses and license payments with
respect to the cancer therapeutic product will exceed $10,000,000 and with
respect to the HIV product will exceed $10,000,000. The Company is uncertain as
to how long it will take for it to generate revenues, if any. The Company
anticipates that the products will be submitted for an IND in 2005 and then
clinical trials and approval from the FDA can take anywhere from 5 to 10 years.
It may cost hundreds of millions of dollars to bring a new drug to the
marketplace. The Company does not at this point believe that it will bring the
technologies to market and anticipate that at some point it will either seek a
joint venture partner to assist in commercialization of the technologies or it
will sublicense the technologies to larger pharmaceutical companies. In the
event either of these events occur and the technologies are commercialized, the
Company will retain a certain interest in the products. Such interest can not be
determined at this time, and, therefore, the Company is unable to set forth its
exact interest in the technologies once the products are sold in the
marketplace. Since the Company is uncertain at which point it will contract with
a third party, it is uncertain of the amount of additional funds it will need in
order to complete certain phases of the product's path to commercialization.
Other products which it may acquire will involve the same process discussed in
this paragraph.

         The Company's principal investigator at Cornell reports that the cancer
therapeutic has, through the date of this quarterly report, been tested
exclusively in a simulated laboratory environment and in mice that are
genetically bred to not be able to produce antibodies. Antibodies are normally
produced by living organisms such as humans and mice to combat the presence of
dangerous conditions, such as cancer, which the organism discovers in itself. By
utilizing these specially bred mice, the results of the cancer therapeutic may
be measured without interference from the mouse's own antibodies.

         The investigators have transplanted prostate cancer cell cultures in
the form of tumors into these mice by injection. They then injected the cancer
therapeutic into the same mice. Results have been substantially consistent in
showing that our licensed compound has killed the cancer cells while not
affecting normal cells. To date, the cell cultures that have been introduced
into the mice have been developed in the laboratory.

         Over the next twelve months, two more investigatory processes will be
conducted and, if they are successful, the Company will file an IND with the
FDA. Then, the Company will be required to wait for FDA approval of the IND
before additional testing is commenced. Because it is anticipated that the next
two processes will be conducted over a period of four to six months, it is
likely that FDA approval of the IND will not occur prior to the end of the
twelve month period and, therefore, it is likely that no additional testing of
the cancer therapeutic will occur during that period.



                                       20


         The beginning of the next phase is already in process. The Company's
laboratory is growing three dimensional prostate tumors in agar gelatin, in both
the presence and the absence of the cancer therapeutic. The expected result will
be that the tumors will grow in the gelatin which does not have the compound
present but will not grow in the gelatin where the compound is present. This
test must be repeated. If this result is, in fact achieved, the testing will
move to the next step.

         After the gelatin testing, the investigators will transplant human
prostate tumor tissue into mice. This human tissue will be secured from approved
sources which are both living cancer patients and deceased sufferers of prostate
cancer. All three types of prostate cancer cells will be introduced into the
mice that are genetically devoid of an immune system and the same results will
be sought. Then the investigator will study of tumor tissue prior to the drug
treatment and after the drug treatment to determine the success of the
experiment.

         If these steps are also successful, the Company will then file the IND
for the cancer therapeutic, in connection with the treatment of prostate cancer,
with the FDA. Later, as additional cancers are tested, and if the tests are
successful, additional FDA filings will be made.

         With respect to the HIV therapeutic, similar steps will be followed.
However, since funding has recently been provided to Cornell for research by the
Company, it is likely that these steps will be taken at a slower pace.
Nevertheless, various testing procedures have been conducted at Cornell with
respect to the HIV compound without any outside funding so the process will
continue at an intermediate stage. It is likely that the IND will not be filed,
if at all, before the second quarter of 2005.

ITEM 3.  CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

         The Company's Chief Financial Officer/Chief Executive Officer is
primarily responsible for the accuracy of the financial information that is
presented in this Quarterly Report on Form 10-QSB. He has, within 90 days of the
filing date of this report, evaluated the Company's disclosure controls and
procedures, as defined in the rules of the SEC and have determined that such
controls and procedures were effective in ensuring that material information
relating to the Company and its consolidated subsidiaries was made known to them
during the period covered by this Quarterly Report.

INTERNAL CONTROLS

         To meet his responsibility for financial reporting, the Chief Financial
Officer/Chief Executive Officer has established internal controls and
procedures, which he believes are adequate to provide reasonable assurance that
the Company's assets are protected from loss. These internal controls are
reviewed by the independent accountants to support their audit work.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the most recent evaluation by the Chief Financial Officer/Chief Executive
Officer.



                                       21


                                     PART II
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
         (A) EXHIBITS

                  31.1 Certification of and Chief Financial Officer and Chief
         Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act.

                  32.1 Certification of Chief Financial Officer and Chief
         Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of Sarbanes-Oxley Act.








                                       22


                                   SIGNATURES

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

Marc Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
(Registrant)



By: /s/ Robert M. Cohen
    -------------------------------------------
       Robert M. Cohen, Chief Financial Officer


Date: September 24, 2004
      ------------------





                                       23




Exhibits                                                                Page No.
--------------------------------------------------------------------------------
31.1     Certification of Chief Financial Officer and Chief Executive      25
         Officer pursuant to Section 302 of Sarbanes-Oxley Act.

32.1     Certification of Chief Financial Officer and Chief Executive      27
         Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of Sarbanes-Oxley Act.


                                       24
MARC PHARMACEUTICALS INC 10-Q
