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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2004
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from                                           to                                          
Commission File Number: 000-49616
Halozyme Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 	 	 	
Nevada	 	88-0488686	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	 	 	
11588 Sorrento Valley Road, Suite 17, San Diego, California	 	92121	
 	
(Address of principal executive offices)	 	(Zip Code)	
(858) 794-8889
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:

Title of each class registered:	 	Name of each exchange on which registered:	

None	 	None	
 	 	 	
Securities registered under Section 12(g) of the Act:	 	 	
 	 	 	
Common Stock, Par Value $.001	 	 	
(Title of Class)	 	 	
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ  Yes  o   No
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o
State issuer’s revenues for its most recent fiscal year: $ 0.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) As of February 15, 2005, approximately $91,522,400.
As of February 15, 2005, there were 49,502,083 shares of the issuer’s $.001 par value common stock issued and outstanding.
Transitional Small Business Disclosure format (check one): o  Yes  þ No

 

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	Item 13. Exhibits.	
SIGNATURE	
EXHIBIT 21.1	
EXHIBIT 23.1	
EXHIBIT 31.1	
EXHIBIT 31.2	
EXHIBIT 32.1	
EXHIBIT 32.2	

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EXPLANATORY NOTE
The undersigned registrant hereby corrects cover page information regarding its use of the Transitional Small Business Disclosure format and amends entirely part (b) of Item 13 of Part III of its Annual Report for the fiscal year ended December 31, 2004 on Form 10-KSB as set forth in the pages attached hereto: 
Item 13. Exhibits.
(b) Exhibits:

Exhibit	 	Title	
 	 	 	
2.1	 	Agreement of Merger between DeliaTroph Pharmaceuticals, Inc. and Registrant, dated January 28, 2004 (1)	
 	 	 	
3.1	 	Amended and Restated Articles of Incorporation (1)	
 	 	 	
3.2	 	Bylaws (2)	
 	 	 	
10.1	 	License Agreement between University of Connecticut and Registrant, dated November 15, 2002 (3)	
 	 	 	
10.2*	 	Agreement for Services between Avid Bioservices, Inc. and Registrant, dated November 19, 2003 (3)	
 	 	 	
10.3*	 	Distribution Agreement between MidAtlantic Diagnostics, Inc. and Registrant, dated January 30, 2004 (3)	
 	 	 	
10.4*	 	Distribution Agreement between MediCult AS and Registrant, dated February 9, 2004 (3)	
 	 	 	
10.5*	 	Distribution Agreement between Cook Ob/Gyn Incorporated and Registrant, dated April 13, 2004 (3)	
 	 	 	
10.6	 	2004 Stock Plan and Form of Option Agreement thereunder (4)	
 	 	 	
10.7	 	Form of Indemnity Agreement for Directors and Executive Officers (4)	
 	 	 	
10.8*	 	Exclusive Distribution Agreement between Baxter Healthcare and Registrant, dated August 13, 2004 (5)	
 	 	 	
10.9	 	Form of Callable Stock Purchase Warrant (4)	
 	 	 	
10.10	 	Securities Purchase Agreement between Registrant and the other signatories thereto, dated as of October 12, 2004 (6)	
 	 	 	
10.11	 	Form of Common Stock Purchase Warrant (6)	
 	 	 	
10.12	 	Registration Rights Agreement between Registrant and the other signatories thereto, dated as of October 12, 2004 (6)	
 	 	 	
10.13	 	DeliaTroph Pharmaceuticals, Inc. 2001 Amended and Restated Stock Plan and form of Stock Option Agreements for options assumed thereunder (7)	
 	 	 	
10.14	 	Nonstatutory Stock Option Agreement With Andrew Kim (7)	
 	 	 	
10.15*	 	Commercial Supply Agreement with Avid Bioservices, Inc. and Registrant, dated February 16, 2005 (8)	
 	 	 	
21.1	 	Subsidiaries of Registrant	
 	 	 	
23.1	 	Consent of Cacciamatta Accountancy Corporation, Independent Auditors	
 	 	 	
31.1	 	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	 	
31.2	 	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	 	
32.1	 	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	
32.2	 	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	
(1)	 	Incorporated by reference to the Registrant’s Information Statement on Schedule 14C filed on February 17, 2004.	
 	 	 	
(2)	 	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed December 14, 2004.	
 	 	 	
(3)	 	Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 filed with the Commission on April 23, 2004.	
 	 	 	
(4)	 	Incorporated by reference to the Registrant’s amendment number two to the Registration Statement on Form SB-2 filed with the Commission on July 23, 2004.	
 	 	 	
(5)	 	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-QSB, filed November 12, 2004.	
 	 	 	
(6)	 	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed October 15, 2004.	
 	 	 	
(7)	 	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 26, 2004.	
 	 	 	
(8)	 	Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed February 22, 2005.	
 	 	 	
*	 	Confidential treatment has been requested for certain portions of this exhibit. These portions have been omitted from this agreement and have been filed separately with the Securities and Exchange Commission.	

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report on Form 10-KSB/A to be signed on its behalf by the undersigned in the City of San Diego, on March 29, 2005.

 	 	Halozyme Therapeutics, Inc.,
a Nevada corporation	
 	 	 	 	 	
Date: March 29, 2005	 	By:	 	/s/ Jonathan E. Lim	
	 	 	 	 	
	 	 	 	Jonathan E. Lim, MD	
	 	 	 	President, Chief Executive Officer,	
	 	 	 	Chairman of the Board	

EXHIBIT 21.1
SUBSIDIARIES OF HALOZYME THERAPEUTICS, INC.
Halozyme, Inc., a California corporation, is a 100% owned subsidiary of Halozyme Therapeutics, Inc.
 
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form SB-2 (No. 333-114776), the Registration Statement on Form S-3
(No. 333-120448) and in the Registration Statement on Form S-8 (No. 333-119969)
of Halozyme Therapeutics, Inc. ("Halozyme") of our report dated February 18, 2005 relating to the consolidated financial statements of Halozyme which appears in the Form 10-KSB for Halozyme's fiscal year ending December 31, 2004.
CACCIAMATTA ACCOUNTANCY CORPORATION
 Irvine, California
March 28, 2005
 
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jonathan E. Lim, Chief Executive Officer of Halozyme Therapeutics, Inc. (the "Registrant"), do hereby certify in accordance with 18 U.S.C 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this annual report on Form 10-KSB/A of Halozyme Therapeutics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: March 29, 2005

/s/ Jonathan E. Lim
-----------------------
Jonathan E. Lim, MD
Chief Executive Officer	

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, David A. Ramsay, Chief Financial Officer of Halozyme Therapeutics, Inc. (the "Registrant"), do hereby certify in accordance with 18 U.S.C 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this annual report on Form 10-KSB/A of Halozyme Therapeutics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: March 29, 2005

/s/ David A. Ramsay
-----------------------
David A. Ramsay
Chief Financial Officer	

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Halozyme Therapeutics, Inc. (the "Registrant") on Form 10-KSB/A for the Year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jonathan E. Lim, MD, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  March 29, 2005                 /s/ Jonathan E. Lim
                                       ---------------------------
                                       Jonathan E. Lim, MD
                                       Chief Executive Officer	

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Halozyme Therapeutics, Inc. (the "Registrant") on Form 10-KSB/A for the Year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Ramsay, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  March 29, 2005                 /s/ David A. Ramsay
                                       ---------------------------
                                       David A. Ramsay
                                       Chief Financial Officer