SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB/A
(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 1-11765

MEDJET INC.
(Name of Small Business Issuer as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)

22-3283541
(I.R.S. Employer Identification No.)

1535 COLES AVENUE
MOUNTAINSIDE, NJ 07092
(Address of Principal Executive Offices)

908 233 4677
(Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 |_|

As of January 5, 2004, 3,901,431 shares of Common Stock, par value $.001
per share, were outstanding.

Transitional Small Business Disclosure Format: Yes |_| No |X|

EXPLANATORY NOTE

This Form 10-QSB/A amends Part I, Item 1 and Item 2 of the Form 10-QSB of Medjet
Inc. (the "Company") that was filed with the Securities and Exchange Commission
on November 12, 2004 for the fiscal quarter ended on September 30, 2004. The
purpose of this amendment is to correct certain accounting errors in calculating
"loss from operations" and "cash flows from financing activities" for the nine
months ended September 30, 2004.

Items included in the original Form 10-QSB that are not included herein are not
amended and remain in effect as of the date of the original filing.
Additionally, this Form 10-QSB/A does not purport to provide an update or a
discussion of any other developments at the Company subsequent to the original
filing, except the number of outstanding shares of the Company's Common Stock
stated in the cover page.

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

MEDJET INC.
(A Development Stage Company)
Condensed Interim Balance Sheet
September 30, 2004
(Unaudited)

ASSETS

Property and Equipment - less accumulated depreciation of $89,012 17,051
Patents and Trademarks - less accumulated amortization of $72,050 164,865

Total Assets 181,916
=============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued liabilities 498,847
Notes payable - Officer 244,115
-------------
Total Liabilities 742,962
-------------

Stockholders' Equity (Deficit):
Common stock, $.001 par value, 30,000,000 shares authorized,
3,935,220 shares issued and 3,901,431 shares outstanding 3,935
Preferred stock, $.01 par value, 1,000,000 shares authorized,
10,400 shares designated as Series B Convertible Preferred
issued and outstanding 104
Additional paid-in capital 7,985,298
Accumulated deficit (including deficit accumulated
during development stage of $10,104,887 of which $1,556,204
was applied to additional paid-in capital upon conversion
from an "S" to a "C" corporation) (8,548,683)
Less: Treasury stock, 33,789 shares, at cost (1,700)
-------------
Total Stockholders' Equity (Deficit) (561,046)
-------------

Total Liabilities and Stockholders' Equity (Deficit) $181,916
=============

See notes to the condensed interim financial statements.

MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Operations
For the Three Months and Nine Months
Ended September 30, 2004 and 2003 and
the Period from December 16, 1993 (Date of Inception),
to September 30, 2004
(Unaudited)

Period from
December 16, 1993
Three Months Ended September 30, Nine Months Ended September 30, (Inception) to
2004 2003 2004 2003 September 30, 2004

Revenues:
License fee income - - 25,000 - 4,909,303
------------------ -------------- ----------------- ---------------- ------------------------
Total Revenues - - 25,000 - 4,909,303
------------------ -------------- ----------------- ---------------- ------------------------

Expenses:
Research, development, general and
administrative 154,093 191,450 368,880 571,664 16,525,223
------------------ -------------- ----------------- ---------------- ------------------------
Total Expenses 154,093 191,450 368,880 571,664 16,525,223
------------------ -------------- ----------------- ---------------- ------------------------

Loss from Operations (154,093) (191,450) (343,880) (571,664) (11,615,920)
------------------ -------------- ----------------- ---------------- ------------------------

Other Income (Expense):
Merger option income - - - - 500,000
Other income 2,916 - 2,916 - 9,688
Net interest income (expense) (7,564) (1,845) (12,830) (4,267) 229,411
------------------ -------------- ----------------- ---------------- ------------------------
Total Other Income (Expense) (4,648) (1,845) (9,914) (4,267) 739,099
------------------ -------------- ----------------- ---------------- ------------------------

Loss Before Income Tax (158,741) (193,295) (353,794) (575,931) (10,876,821)
------------------ -------------- ----------------- ---------------- ------------------------

Provision for (Benefit from)
Income Tax - (1,890) - (740) (819,420)
------------------ -------------- ----------------- ---------------- ------------------------

Net loss (158,741) (191,405) (353,794) (575,191) (10,057,401)
------------------ -------------- ----------------- ---------------- ------------------------

Dividends on preferred stock - - - - 184,923
------------------ -------------- ----------------- ---------------- ------------------------

Net Loss Attributable to Common
Stockholders (158,741) (191,405) (353,794) (575,191) (10,242,324)

Net Loss Per Share:
Basic and Diluted (0.04) (0.05) (0.09) (0.15) (2.99)
================== ============== ================= ================ =========================

Weighted Average Common
Shares Outstanding:
Basic and Diluted 3,901,431 3,901,431 3,901,431 3,901,431 3,429,980
================== ============== ================= ================ =========================

See notes to the condensed interim financial statements.

MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Cash Flows
For The Nine Months Ended September 30, 2004 and 2003
And The Period From December 16, 1993 (Date of Inception) to September 30, 2004
(Unaudited)

Period from
For the Nine Months Ended December 16, 1993
September 30, (Inception) to
2004 2003 September 30, 2004

Cash Flows from Operating Activities $(45,743) $(270,608) $ (8,120,587)

Cash Flows from Investing Activities - (10,534) (954,195)

Cash Flows from Financing Activities 44,914 - 9,074,782
---------- ---------- -------------

Net Decrease in Cash and Cash Equivalents (829) (408,345) -

Cash and Cash Equivalents - Beginning of Period 829 409,646 -
---------- ---------- -------------

Cash and Cash Equivalents - End of Period $ - $ 1,301 -
---------- ---------- -------------

Supplemental Disclosures of Cash Flow Information:

Cash paid for:

Income taxes $ - $ 24,028 $ 25,888
========== ========== =============

Interest expense $ 9,731 $ 3,750 $ 92,074
========== ========== =============

See notes to the condensed interim financial statements.

MEDJET INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:

(1) NATURE OF ORGANIZATION:

Medjet Inc. (the "Company") was incorporated in the State of Delaware on
December 16, 1993, and is in the development stage. The Company has been
engaged in research and development of medical technology, utilizing
small-diameter, liquid microjets moving at various speeds above supersonic,
depending on the specific application, with an emphasis on surgical
technology and equipment.

(2) BASIS OF PRESENTATION:

The Condensed Interim Financial Statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted as permitted by such rules and regulations.

The Condensed Interim Financial Statements included herein reflect, in the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the results for the interim
periods. The results of operations for the three and nine-month periods
ended September 30, 2004 are not necessarily indicative of results to be
expected for the fiscal year ending December 31, 2004.

NOTE B - NET INCOME (LOSS) PER SHARE:

Basic net income (loss) per share, in accordance with the provisions of
Financial Accounting Standards No. 128, "Earnings Per Share," is computed
by dividing net income (loss) by the weighted average number of shares of
Common Stock outstanding during the period. Diluted net income per share
includes additional dilution from potential issuance of common stock, such
as stock issuable pursuant to the exercise of stock options and warrants
outstanding and the conversion of preferred stock. Common Stock equivalents
for the nine months ended September 30, 2004 and 2003, and for the period
from December 16, 1993 (inception) to September 30, 2004, have not been
included in the computation of dilutive loss per share as the effect would
be anti-dilutive.

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

THIS QUARTERLY REPORT ON FORM 10-QSB, INCLUDING ANY DOCUMENTS THAT ARE
INCORPORATED BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. GENERALLY, SUCH
STATEMENTS ARE INDICATED BY WORDS OR PHRASES SUCH AS "ANTICIPATES," "EXPECTS,"
"INTENDS," "BELIEVES" AND SIMILAR WORDS AND PHRASES. SUCH STATEMENTS ARE BASED
ON THE COMPANY'S CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS, UNCERTAINTIES
AND ASSUMPTIONS. CERTAIN OF THESE RISKS ARE DESCRIBED OR REFERRED TO BELOW.
SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM
THOSE ANTICIPATED, EXPECTED, INTENDED OR BELIEVED.

GENERAL

We have been a development stage company, which has developed proprietary
technology based on microjets, and has developed derivative devices and surgical
equipment, which use waterjet technology. We generated no revenues in the
three-month period ended September 30, 2004, and are currently funding our
sustaining operations with the proceeds of a loan received from Dr. Eugene I.
Gordon, as further described below. The proceeds of this loan are expected to
fund our working capital requirements until such time as a decision is made for
our future direction and such decision is in process; with no expected capital
expenditure, however, due to the unavailability of financial resources, our
research and development activity has ended until alternate financial
arrangements can be made. The report of independent certified public accountants
to our financial statements for the year ended December 31, 2003 contains an
explanatory paragraph that there is substantial doubt as to our ability to
continue as a going concern.

In August 2001, we, VISX, Inc. ("VISX"), a U.S. provider of equipment for the
vision correction procedure known as the Laser Ablation System for In-situ
Keratomileusis ("LASIK"), and a subsidiary of VISX ("Merger Sub") entered into
an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"),
which provided, among other things, for the potential merger of Merger Sub with
and into us, at VISX's option. In connection with the execution of the Merger
Agreement, VISX and we also entered into a separate one-year research and
development agreement. VISX had the option to terminate the Merger Agreement at
any time during the one-year period following the date of its execution for any
or no reason.

In August 2002, VISX and we amended various agreements in connection with the
proposed merger of Merger Sub with and into us. The Merger Agreement and the
research and development agreement were both extended to October 17, 2002, and
then extended again to July 17, 2003. In November of 2002, however, VISX elected
to exercise their right to terminate the Merger Agreement, and on November 11,
2002, VISX paid us the $250,000 termination fee as provided in the amended
Merger Agreement. The research and development agreement was also terminated.

After the termination of the Merger Agreement, we initially sought another
strategic partner, purchaser or licensee of our microjet microkeratome. However,
during 2002, the number of LASIK procedures fell well below the anticipated
rates and the prospects for 2003 and the years beyond were not encouraging. The
price of LASIK procedures had also seen serious degradation. We believed that
other companies with which we might have pursued a strategic relationship
involving our microkeratome shared a similar view of the market and as a result,
we discontinued our microkeratome development efforts until additional financing
could be procured and focused our efforts on developing treatment of dental
caries using our

microjet technique. We have, however, recently reviewed the vision correction
market, developed a new marketing strategy for our microjet microkeratome and
changed our main focus back to the vision correction market, although our
research and development activity is dormant due to unavailability of financial
resources. We have renewed our efforts to procure additional financing to
continue to develop our microjet microkeratome and ophthalmic devices.

We anticipate that funds available under our line of credit from Dr. Eugene I.
Gordon, as described below, will be sufficient to support our operations until
such time as a decision is made for our future direction, which decision is in
process, given the dormant state of the company and the fact that we have no
paid employees. However, we will require additional financing in order to
maintain operations beyond such time. We have no current arrangements with
respect to any additional financing. Consequently, there can be no assurance
that any additional financing will be available to us on commercially reasonable
terms or at all. There can be no assurance that the proceeds obtained by us as a
result of such financing would be sufficient to fund our development efforts or
that such efforts to develop products for dentistry, skin treatment or
ophthalmology would be successful.

RESULTS OF OPERATIONS

We have not yet initiated sales of our products. We generated no revenues during
the three-month period ended September 30, 2004, and generated no revenues for
the comparable period in 2003. As a result of the termination of the research
and development agreement with VISX, we currently have no source of revenues.

Total expenses during the three months ended September 30, 2004 decreased by 20%
to $154,093 from $191,450 for the comparable period of 2003. This decrease was
primarily due to the fact that we are no longer operating and have no paid
employees.

Net interest expense for the three months ended September 30, 2004 was $7,564
compared to $1,845 for the comparable period of 2003. These increases resulted
principally from lack of interest income resulting from having no cash and cash
equivalents and the continued interest issued for the loan to us from Dr. Eugene
Gordon.

LIQUIDITY AND CAPITAL RESOURCES

During March 1999, Eugene I. Gordon, Ph.D., our Chairman of the Board, Chief
Executive Officer, Secretary and Treasurer, agreed to make available to us an
unsecured line of credit of up to $250,000. Under the terms of this agreement,
we issued warrants to Dr. Gordon to purchase up to 50,000 shares of our
unregistered common stock and agreed to pay a market interest rate on amounts
borrowed. As of September 30, 2004, the amount owed to Dr. Gordon was $245,115
with interest paid monthly. Principal amounts outstanding under this loan are
due and payable on January 26, 2009.

In 1998, the State of New Jersey enacted legislation allowing emerging
technology and/or biotechnology companies to sell their unused New Jersey net
operating loss carryover ("NOLs") and research and development tax credits ("R&D
Credits") to corporate taxpayers in New Jersey. Under this program, the New
Jersey Department of Taxation certifies annual NOLs and R&D Credits, which may
be sold to third parties. Generally, corporations operating in New Jersey are
subject to a 9% tax on net operating profits. Companies meeting certain criteria
and that had NOLs may apply for certificates for 9% of their cumulative state
certified NOLs and 3% of their R&D Credits. The total value of the certificates
for all

companies applying is limited to a fixed amount, as established by statute. As a
result, the value of the certificates issued is usually less than the total NOLs
and R&D Credit amounts for which applications are submitted, depending on the
number of companies applying for such certificates and the amounts claimed. Any
remaining amounts of NOLs and R&D Credits exceeding the face value of the
certificates issued can be carried over into subsequent years. Whatever
certificates are received may be sold for a percentage of their face value,
typically between 80% and 86%. The buyers of these certificates are then
entitled to use these certificates at 100% of their face value to reduce their
own New Jersey state income tax payments. Companies are permitted to apply for
such certificates beginning in June with respect to NOLs and R&D Credits
relating to prior fiscal years. The New Jersey Department of Taxation generally
takes about six months to process these applications and issue the certificates.
As a result, we generally do not sell our eligible NOLs and R&D Credits relating
to a given year until near the end of the following year. To the extent that the
NOLs and R&D Credits are sold, they will be unavailable to us to offset future
New Jersey state income taxes. As of December 31, 2002, we sold all of our
available NOLs and R&D Credits. We will not be eligible to receive any
certificates in 2004.

As shown in the accompanying financial statements, we incurred net losses of
$158,741 during the three-month period ended September 30, 2004. As of September
30, 2004, our cash and cash equivalents was $0.

In light of our current market capitalization, it would be highly dilutive to
our current stockholders if we were to obtain the level of financing necessary
to fund our business plans and operation from an equity investor. However,
management believes that our technology is extremely valuable. We have
identified three areas of importance: (1) dentistry, (2) the treatment of skin
conditions, obesity, and pain through a non-contact, broad area, subdermal
injection of drugs and (3) vision correction surgery.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

GENERAL

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to intangible
assets, income taxes, contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

PATENTS

Costs incurred in connection with patent applications, principally legal and
consulting fees, are capitalized. Once a patent is granted, these costs are
amortized over the lesser of the life of the patent, generally 20 years, or the
estimated future economic life of the technology underlying the patent. Once the
amortization period begins, management continues to evaluate the estimated
future economic life of the patent. Should it be determined that a shorter life
is estimated, than the original estimated future life, the amortization period
is adjusted accordingly. Should a patent application be abandoned or not
approved, the costs incurred in connection with the application are expensed.

At September 30, 2004 unamortized patent costs amounted to $164,865 and are
included in the balance sheet under the caption Patents.

REVENUE RECOGNITION

We had no revenues for the three months ended September 30, 2004, and had no
revenues for the comparable period in 2003.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

NEED FOR CURRENT FINANCING. To fund its current operations, we have borrowed
funds from the $250,000 unsecured line of credit, which Dr. Eugene I. Gordon
agreed to make available to us. Since the close of the previous fiscal quarter,
we have borrowed an additional $44,914 under the loan. Most of this related to
the cost of storage of equipment and terminating the employee retirement plan.
The amount outstanding under the loan as of September 30, 2004 totaled
$244,114.85. Without additional funding, however, the amount currently borrowed
under the loan will not be sufficient to carry us through the close of the year,
and we will require additional financing in order to maintain any operations
beyond November 2004. No such operations are planned.

QUALIFICATION IN THE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS RELATING
TO OUR ABILITY TO CONTINUE AS A GOING CONCERN; ACCUMULATED DEFICIT AND HISTORY
OF OPERATING LOSSES; ANTICIPATED FUTURE LOSSES. The report of independent
certified public accountants on our audited financial statements for the year
ended December 31, 2003 contained an explanatory paragraph stating that there is
a substantial doubt as to our ability to continue as a going concern. The
audited financial statements did not include any adjustments that might result
from the outcome of such uncertainty. We incurred operating losses of
$158,741 and $193,295 for the three months ended September 30, 2004 and 2003,
respectively, and, at September 30, 2004, had an accumulated deficit of
$10,876,821. We expect that we will continue operating at a loss until, at the
earliest, we generate sufficient revenues to offset the cost of our operations,
including our continuing product development efforts. Our future level of
revenues and potential profitability depend on many factors, including
especially our ability to obtain additional financing. There can be no assurance
that we will experience any significant growth in revenues (or even sustain
historic revenue levels) in the future or that we will ever achieve
profitability.

DISCONTINUANCE OF RESEARCH AND DEVELOPMENT. Since February 2003, we have
concentrated our research and development activities on dental procedures.
However, due to the lack of funding, our research and development was
discontinued as of August 2003. We currently have no paid employees and have
vacated our facility. Once financing for our continued operations and research
and development activities is procured, we expect to resume research and
development and may pursue either dental or ophthalmic research or both,
depending on the uses for which funds are made available under the terms of such
financing. We are also considering other options for the company that would
provide value for the shareholders.

DEVELOPMENT STAGE COMPANY. We are in the development stage and our business
remains subject to all of the risks inherent in the establishment of a new
business enterprise. The likelihood of our success must be considered in light
of the problems, expenses, complications and delays frequently encountered in
connection with the formation of a new business, the development of new
products, the competitive and regulatory environment in which we are operating
and the possibility that our activities will not result in the

development of any commercially viable products. There can be no assurance that
our activities will ultimately result in the development of commercially
saleable or useful products. We have not sold any products.

NO SALES REVENUES; UNCERTAIN PROFITABILITY. No sales revenues are expected
until, and only if, we begin commercial marketing of our dental, microkeratome,
or other products or we sell or license our technology to a third party.
Commercial marketing of our products in the U.S. will be contingent upon
obtaining FDA permission or approval and possibly the approval of other
governmental agencies. Regulatory clearance procedures are often extremely time
consuming, expensive and uncertain. Accordingly, there can be no assurance that
we will be successful in obtaining marketing clearance of our devices or that,
if such devices are cleared, we will be able to generate sufficient revenues to
operate on a profitable basis.

DEPENDENCE UPON A KEY OFFICER; ATTRACTION AND RETENTION OF KEY PERSONNEL. Our
business is highly dependent upon the active participation of our founder,
Chairman of the Board, Chief Executive Officer, Secretary and Treasurer, Dr.
Eugene I. Gordon, age 74. The loss or unavailability to us of Dr. Gordon would
have a material adverse effect on our business prospects and potential earning
capacity. The recruitment of skilled scientific personnel is critical to our
success. There can be no assurance that it will be able to continue to attract
and retain such personnel in the future. In addition, our expansion into areas
and activities requiring additional expertise, clinical testing, governmental
approvals, production and marketing of our products (which would be required if
we do not enter into licensing arrangements) is expected to place increased
demands upon our financial resources and corporate structure. We expect to
satisfy such demands, if they arise, through the hiring of additional management
personnel and the development of additional expertise by existing management.

NO ASSURANCE OF FDA AND OTHER REGULATORY APPROVAL OR CLEARANCE. Our proposed
medical devices are subject to regulation by the FDA under the Federal Food,
Drug and Cosmetics Act (the "FD&C Act") and implementing regulations. Pursuant
to the FD&C Act, the FDA regulates, among other things, the development,
manufacture, labeling, distribution, and promotion of medical devices in the
United States.

The process of obtaining required regulatory clearances or approvals can be
time-consuming and expensive, and compliance with the FDA's Good Manufacturing
Practices regulations and other regulatory requirements can be burdensome.
Moreover, there can be no assurance that the required regulatory clearances will
be obtained, and such clearances, if obtained, may include significant
limitations on the uses of the product in question. In addition, changes in
existing regulations or guidelines or the adoption of new regulations or
guidelines could make regulatory compliance by us more difficult in the future.
The failure to comply with applicable regulations could result in fines, delays
or suspensions of clearances, seizures or recalls of products, operating
restrictions and criminal prosecutions, and would have a material adverse effect
on us.

UNCERTAINTY OF MARKET ACCEPTANCE; RELIANCE ON SINGLE TECHNOLOGY. Acceptance of
our proposed products is difficult to predict and will require substantial
marketing efforts and the expenditure of significant funds by us. There can be
no assurance that the products will be accepted by the medical community once
they are permitted or approved. Market acceptance of our products will depend in
large part upon our ability to demonstrate the operational advantages, safety
and cost-effectiveness of our products compared to other comparable instruments
and techniques. Failure of the products to achieve market acceptance will have a
material adverse effect on our financial condition and results of operations.

At present, our products (although still in development stage) are our dental
waterjet and microkeratomes. We expect that these products will be, if and when
commercially available, our sole products for an

indefinite period of time. Our present narrow focus on particular products makes
us vulnerable to the development of superior competing products and changes in
technology that could eliminate the need for our products. There can be no
assurance that significant changes in the foreseeable future in the need for our
products or the desirability of those products will not occur.

DEPENDENCE ON PATENTS AND PROPRIETARY RIGHTS. Our success will depend in part on
whether we successfully obtain and maintain patent protection for our products,
preserve our trade secrets and operate without infringing the proprietary rights
of third parties.

We have sought to protect our proprietary interest in our products by applying
for patents in the United States and corresponding patents abroad. In September
2003, we were issued our ninth patent from the United States Patent and
Trademark Office. The patent is for `Method and Process for Generating a High
Repetition Rate Pulsed Microjet.' We currently have eight issued U.S. patents
and 20 U.S. and international patents pending. There can be no assurance that
any other patents will be issued to us, that any patents owned by or issued to
us, or that may be issued to us in the future, will provide a competitive
advantage or will afford protection against competitors with similar technology,
or that our competitors will not circumvent, or challenge the validity of, any
patents issued to us. There also can be no assurance that any patents issued to
or licensed by us will not be infringed upon or designed around by others or
would prevail in a legal challenge, that others will not obtain patents that we
will need to license or design around, that the microkeratomes or any other
potential product of us will not inadvertently infringe upon the patents of
others, or that others will not manufacture our patented products upon
expiration of such patents. There can be no assurance that our existing or
future patents will not be invalidated. Additionally, patent applications filed
in foreign countries and patents granted in such countries are subject to laws,
rules and procedures, which differ from those in the United States. Patent
protection in such countries may be different from patent protection provided by
United States laws and may not be as favorable to us.

Also, there can be no assurance that our non-disclosure agreements and other
safeguards will protect its proprietary information and trade secrets or provide
adequate remedies for us in the event of unauthorized use or disclosure of such
information, or that others will not be able to independently develop such
information. As is the case with our patent rights, the enforcement by us of our
non-disclosure agreements can be lengthy and costly, with no guarantee of
success. There can be no assurance that our program of patent protection,
internal security of our proprietary information and non-disclosure agreements
will be sufficient to protect our proprietary technology from competitors.

INFRINGEMENT CLAIMS; LITIGATION. Our competitors and potential competitors may
intentionally infringe our patents. Third parties may also assert infringement
claims or other claims against us. The defense and prosecution of patent suits
and other lawsuits are both costly and time-consuming, even if the outcome is
favorable to us. If any of our products are found to infringe upon the patents
or proprietary rights of another party, we may be required to obtain licenses
under such patents or proprietary rights of such other party. No assurance can
be given that any such licenses would be made available on terms acceptable to
us, if at all. If required licenses were to be unavailable, we could be
prohibited from using, marketing or selling certain technology and devices and
such prohibition could have a material adverse effect on us. Third parties may
seek damages that exceed our insurance coverage or for which we are not insured.
If we sustain damages greater than our insurance coverage, or actions are
brought damages for which we are not insured, there could be a material adverse
effect on our cash available to maintain our current operations and carry out
our business plans.

We are currently involved in ongoing patent litigation and have recently been
named as a defendant, among others, in an action initiated by one of our former
employee, each as described under Part II, Item 1, "Legal Proceedings" of our
Quarterly Report for the fiscal quarter ended March 31, 2004.

COMPETITIVE TECHNOLOGIES, PROCEDURES AND COMPANIES. We are engaged in a rapidly
evolving field. We believe there are companies, both public and private,
universities and research laboratories engaged in research activities relating
to dental drilling and cavity treatment. We believe that competition from these
companies, universities and laboratories will be intense and will increase over
time. Our potential products for dental drilling and cavity treatment will not
compete with other presently existing forms of treatment for dental disorders,
including mechanical drills and burrs, as well as other technologies under
development. The main current technology, involving more than 90% of the
practice, is the use of mechanical drills and burrs. There are expensive laser
devices for removing caries and air abrasion systems for drilling holes. Neither
has been well accepted. Based on experiments, we believe that our proposed
dental waterjet system will be able to drill holes and remove areas of enamel
and dentin, as well as clean out caries and remove tartar and plaque. There can
be no assurance that our competitors will not succeed in developing
technologies, procedures or products that are more effective or economical than
those being developed by us or that would render our technology and proposed
products obsolete or noncompetitive or that would allow for the bypassing of our
patents. Furthermore, in connection with the commercial sale of our products, we
will also be competing with respect to manufacturing efficiency and marketing
capabilities, areas in which we have no experience.

NO MANUFACTURING EXPERIENCE; DEPENDENCE ON THIRD PARTIES. Assuming additional
financing is procured and we are able to continue our microjet development
efforts, we may seek to undertake the manufacture and marketing of our microjet
products on a limited scale. However, we would need to pursue other possible
arrangements for larger-scale manufacturing, marketing and distribution. To the
extent we do not enter into such arrangements, we will need to engage in the
manufacture and marketing of our products. Manufacturing will consist of
purchasing existing parts, having parts formed by vendors, incoming inspection,
assembly, qualification testing and packaging, i.e., virtual manufacturing. We
have no volume manufacturing capacity or experience in manufacturing medical
devices or other products. To be successful, our proposed products must be
manufactured in commercial quantities in compliance with regulatory requirements
at acceptable costs. Production in clinical or commercial-scale quantities will
involve technical challenges for us. If we are unable or elect not to pursue
collaborative arrangements with other companies to manufacture certain of our
potential products, we will be required to establish manufacturing capabilities.
Establishing our own manufacturing capabilities would require significant
scale-up expenses and additions to facilities and personnel. There can be no
assurance that we will be able to obtain necessary regulatory approvals on a
timely basis or at all. Delays in receipt of or failure to receive such
approvals or loss of previously received approvals would have a material adverse
effect on us. There can be no assurance that we will be able to develop clinical
or commercial-scale manufacturing capabilities at acceptable costs or enter into
agreements with third parties with respect to these activities. Our dependence
upon third parties for the manufacture of our products may adversely affect our
profit margins and our ability to develop and deliver such products on a timely
basis. Moreover, there can be no assurance that such parties will perform
adequately, and any failures by third parties may delay the submission of
products for regulatory approval, impair our ability to deliver products on a
timely basis, or otherwise impair our competitive position and any such failure
could have a material adverse effect on us.

NO MARKETING OR SALES EXPERIENCE. If we do not enter into license or
distribution agreements with respect to our products, and assuming additional
financing is procured and we are able to continue our operations, we may
undertake the marketing and sale of our own products. In such event, we intend
to market and sell our products in the United States and certain foreign
countries, if and when regulatory approval is obtained,

through a direct sales force or a combination of a direct sales force and
distributors or other strategic partnerships. We currently have no marketing
organization and have never sold a product. Establishing sufficient marketing
and sales capability will require significant resources. There can be no
assurance that we will be able to recruit and retain skilled sales management,
direct salespersons or distributors, or that our marketing or sales efforts will
be successful. To the extent that we enter into distribution arrangements for
the sale of our products, we will be dependent on the efforts of third parties.
There can be no assurance that such efforts will be successful.

RISK OF PRODUCT LIABILITY LITIGATION; POTENTIAL UNAVAILABILITY OF INSURANCE. The
testing, manufacture, marketing and sale of medical devices entail the inherent
risk of liability claims or product recalls. As a result, we face a risk of
exposure to product liability claims and/or product recalls in the event that
the use of our future potential products are alleged to have caused injury.
There can be no assurance that we will avoid significant liability in spite of
the precautions taken to minimize exposure to product liability claims. Prior to
the commencement of clinical testing, we intend to procure product liability
insurance. After any commercialization of our products, we will seek to obtain
an appropriate increase in our coverage. There can, however, be no assurance
that adequate insurance coverage will be available at an acceptable cost, if at
all. Consequently, a product liability claim, product recall or other claims
with respect to uninsured liabilities or in excess of insured liabilities could
have a material adverse effect on us.

SURGICAL RISKS. There can be no assurance that our products will be successful
in supporting dental drilling and cavity treatment. As with all surgical
procedures, the procedures for which our products are intended entail certain
inherent risks, including defective equipment or human error, infection or other
injury. Such injury could expose us to product liability or other claims. We
believe competing products have the same risks and have experienced a small
number of these situations without undue impact on the commercial prospects of
such products. There can be no assurance that our product liability insurance,
in effect from time to time, will be sufficient to cover any such claim in part
or in whole. Any such claim could adversely impact the commercialization of our
products and could have a material adverse effect on us.

ITEM 6. EXHIBITS

INDEX TO EXHIBITS

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

32 Certification of Chief Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

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

Dated: January 6, 2005 MEDJET INC.

/S/ EUGENE I. GORDON
------------------------
Eugene I. Gordon, Ph.D.
Chairman of the Board,
Chief Executive Officer,
Secretary and Treasurer
(Principal Financial Officer)