-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JFCU23fCOvqy618tZvCX/+zHJVQhg/FhIkobcf/2t1gLhOmmDkqzr6b1cmh29aPz
 NSZom+ACrWw1Y0ReA8Rnwg==

<SEC-DOCUMENT>0001144204-04-000271.txt : 20040113
<SEC-HEADER>0001144204-04-000271.hdr.sgml : 20040113
<ACCEPTANCE-DATETIME>20040113172048
ACCESSION NUMBER:		0001144204-04-000271
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20040113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MANHATTAN PHARMACEUTICALS INC
		CENTRAL INDEX KEY:			0001001316
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				363898269
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-111897
		FILM NUMBER:		04523403

	BUSINESS ADDRESS:	
		STREET 1:		787 SEVENTH AVENUE
		STREET 2:		48TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2125544555

	MAIL ADDRESS:	
		STREET 1:		787 SEVENTH AVENUE
		STREET 2:		48TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ATLANTIC TECHNOLOGY VENTURES INC
		DATE OF NAME CHANGE:	20000330

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ATLANTIC PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19960703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>v01211_sb2.txt
<TEXT>
<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION  JANUARY 13, 2004
                                                  REGISTRATION NO. 333-_________
- --------------------------------------------------------------------------------

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

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                         MANHATTAN PHARMACEUTICALS, INC.

                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S>                                                   <C>                                      <C>
                 DELAWARE                                         8731                              36-3898269
          (State or jurisdiction                      (Primary Standard Industrial               (I.R.S. Employer
     of incorporation or organization)                 Classification Code Number)             Identification No.)
</TABLE>

                         787 SEVENTH AVENUE, 48TH FLOOR
                            NEW YORK, NEW YORK 10019
                                 (212) 554-4525
        (Address and telephone number of principal executive offices and
                          principal place of business)

<TABLE>
<CAPTION>
<S>                                                                      <C>
                                                                                      COPIES TO:
                 MR. NICHOLAS J. ROSSETTOS                                   CHRISTOPHER J. MELSHA, ESQ.
                  CHIEF FINANCIAL OFFICER                                 MASLON EDELMAN BORMAN & BRAND, LLP
              MANHATTAN PHARMACEUTICALS, INC.                              90 SOUTH 7TH STREET, SUITE 3300
              787 SEVENTH AVENUE, 48TH FLOOR                                MINNEAPOLIS, MINNESOTA 55402
                 NEW YORK, NEW YORK 10019                                     TELEPHONE: (612) 672-8200
                 TELEPHONE: (212) 554-4555                                    FACSIMILE: (612) 672-8397
                 FACSIMILE: (212) 554-4545
 (Name, address and telephone number of agent for service)
</TABLE>

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the
effective date of this Registration Statement, as shall be determined by the
selling stockholders identified herein.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

<TABLE>
<CAPTION>
                                                        CALCULATION OF REGISTRATION FEE
========================================== ===================== ===================== ===================== =====================
                                                                   PROPOSED MAXIMUM      PROPOSED MAXIMUM
         TITLE OF EACH CLASS OF            NUMBER OF SHARES TO    OFFERING PRICE PER        AGGREGATE             AMOUNT OF
       SECURITIES TO BE REGISTERED           BE REGISTERED(1)          UNIT(2)          OFFERING PRICE(2)      REGISTRATION FEE
- ------------------------------------------ --------------------- --------------------- --------------------- ---------------------
<S>                                        <C>                    <C>                   <C>                    <C>
Common stock, par value $.001 per share         21,029,163               $1.585           $33,331,223.36          $2,696.50
========================================== ===================== ===================== ===================== =====================
</TABLE>

(1)  There is also being registered hereunder an indeterminate number of shares
     of common stock as shall be issuable as a result of a stock split, stock
     dividend, combination or other change in the outstanding shares of common
     stock.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act based upon a $1.585 per
     share average of high and low prices of the Registrant's common stock on
     the OTC Bulletin Board on January 8, 2004.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


<PAGE>

- --------------------------------------------------------------------------------
A REGISTRATION  STATEMENT  RELATING TO THESE  SECURITIES HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE
- --------------------------------------------------------------------------------

                               OFFERING PROSPECTUS

                                    [MP Logo]

                         MANHATTAN PHARMACEUTICALS, INC.

                                21,029,163 SHARES

                                  COMMON STOCK

         The selling stockholders identified on pages 34-39 of this prospectus
are offering on a resale basis a total of 21,029,163 shares of our common stock,
including 10,000,000 shares issuable upon conversion of our Series A Convertible
Preferred Stock and 3,437,460 shares issuable upon the exercise of outstanding
warrants. We will not receive any proceeds from the sale of these shares by the
selling stockholders.

         Our common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "MHTT."

On                 , 2004, the last sale price for our common stock as reported
 on the OTC Bulletin Board was $         .

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

                    THE SECURITIES OFFERED BY THIS PROSPECTUS
                    INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
                          FACTORS" BEGINNING ON PAGE 5.

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

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. A REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                     The date of this Prospectus is , 2004.

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
Prospectus Summary........................................................................................        3
Risk Factors..............................................................................................        5
Note Regarding Forward Looking Statements.................................................................       14
Management's Discussion and Analysis of Financial Condition
    and Results of Operations.............................................................................       15
Business..................................................................................................       20
Management................................................................................................       25
Security Ownership Of Certain Beneficial Owners And Management............................................       31
Certain Relationships and Related Transactions............................................................       32
Market for Common Equity and Related Stockholder Matters..................................................       33
Use of Proceeds...........................................................................................       33
Selling Stockholders......................................................................................       34
Plan of Distribution......................................................................................       40
Description of Capital Stock..............................................................................       42
Disclosure Of Commission Position On Indemnification For Securities Act Liabilities.......................       44
About This Prospectus.....................................................................................       44
Where You Can Find More Information.......................................................................       44
Validity of Common Stock..................................................................................       44
Experts...................................................................................................       45
Changes in Certifying Accountant..........................................................................       45
Financial Statements......................................................................................      F-1
</TABLE>


                                       2
<PAGE>

                               PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this
prospectus or incorporated by reference in this prospectus. Because it is a
summary, it may not contain all of the information that is important to you.
Accordingly, you are urged to carefully review this prospectus and the documents
incorporated into this prospectus by reference in their entirety.

                                   OUR COMPANY

         We are engaged in the business of developing and commercializing
early-stage technologies, particularly biomedical and pharmaceutical
technologies. We aim to acquire proprietary rights to these technologies, by
license or acquiring an ownership interest, fund their research and development
and eventually bring the technologies to market. We currently are researching
and developing two biomedical technologies: oleoyl-estrone, an orally
administered hormone which we believe can be used to treat obesity; and lingual
spray propofol, a proprietary lingual spray technology to deliver propofol for
pre-procedural sedation prior to diagnostic, therapeutic or endoscopic
procedures.

         We were incorporated in Delaware in May 1993 under the name "Atlantic
Pharmaceuticals, Inc." and, in March 2000, we changed our name to "Atlantic
Technology Ventures, Inc." On February 21, 2003, we completed a "reverse"
acquisition of privately-held Manhattan Research Development, Inc. (formerly
Manhattan Pharmaceuticals, Inc.), a Delaware corporation. To effect this
transaction, we caused Manhattan Pharmaceuticals Acquisition Corp., our
wholly-owned subsidiary, to merge with and into Manhattan Research Development,
with Manhattan Research Development surviving as our wholly owned subsidiary. In
accordance with the terms of the merger, the outstanding common stock of
Manhattan Research Development automatically converted into the right to receive
an aggregate of approximately 80 percent of our outstanding common stock (after
giving effect to the transaction). In connection with the merger, we also
changed our name to "Manhattan Pharmaceuticals, Inc."

         Our executive offices are located at 787 Seventh Avenue, 48th Floor,
New York, New York, 10019 and our telephone number is (212) 554-4525. Our
Internet site is www.manhattanpharma.com.

                               RECENT DEVELOPMENTS

         In January 2004, we completed a private placement of 3,368,637 shares
of our common stock at a per share price of $1.10. After deducting commissions
and other expenses relating to the private placement, we received aggregate net
proceeds of approximately $3,444,000. We also issued to a placement agent
engaged in connection with the private placement of 5-year warrant to purchase
336,864 shares of our common stock at a price of $1.10 per share.

         In November 2003, we completed a private placement of 1,000,000 shares
of our newly-designated Series A Convertible Preferred Stock at a price of
$10.00 per share. After deducting commissions and other expenses relating to the
private placement, we received aggregate net proceeds of approximately $9.1
million. The Series A Convertible Preferred Stock accrues dividends at the rate
of 5 percent per annum, payable in semi-annual installments. The dividends are
payable in additional shares of preferred stock. Each share of Series A
Convertible Preferred Stock is convertible into shares of our common stock at a
conversion price of $1.10, or approximately 9.1 shares of common stock for each
share of preferred stock converted.

                                  RISK FACTORS

         For a discussion of some of the risks you should consider before
purchasing shares of our common stock, you are urged to carefully review and
consider the section entitled "Risk Factors" beginning on page 5 of this
prospectus.

                                  THE OFFERING

         The selling stockholders identified on pages 34-39 of this prospectus
are offering on a resale basis a total of 21,029,163 shares of the following
shares of our common stock:


                                       3
<PAGE>

         o  3,368,637 shares of our outstanding common stock issued in
            connection with our January 2004 private placement;

         o  326,499 shares of our common stock issuable at a price of $1.10 per
            share upon the exercise of a warrant issued to a placement agent in
            connection with our January 2004 private placement;

         o  6,323,261 shares of our common stock issued in connection with a
            private placement by Manhattan Research Development, Inc. prior to
            that company's merger with us in February 2003, of which 2,100,195
            shares are issuable at a price of $0.70 per share upon the exercise
            of outstanding warrants issued in connection with that private
            placement;

         o  10,000,000 shares of common stock are issuable upon the conversion
            of our Series A Convertible Preferred Stock, which includes
            1,000,000 shares of common stock issuable upon conversion of shares
            of Series A Preferred Stock to be issued as payment of dividends
            through November 2005;

         o  909,090 shares issuable at an exercise price of $1.10 per share upon
            the exercise of outstanding warrants issued as compensation to
            placement agents (and their assigns) in connection with our Series A
            Convertible Preferred Stock offering;

         o  101,676 shares issuable at a price of $0.70 per share upon the
            exercise of warrants issued to scientific advisors.

<TABLE>
<CAPTION>
<S>                                                                          <C>
           Common stock offered .........................................    21,029,163 shares

           Common stock outstanding before the offering(1) ..............    26,731,033 shares

           Common stock outstanding after the offering(2) ...............    40,168,493 shares

           Common Stock OTC Bulletin Board symbol .......................    MHTT
</TABLE>

- ---------------
     (1) Based on the number of shares outstanding as of January 12, 2004, not
         including (a) 5,357,889 shares issuable upon exercise of various
         warrants and options to purchase common stock; or (b) shares issuable
         upon the conversion of the Series A Preferred Stock.

     (2) Assumes the issuance of all shares offered hereby that are issuable
         upon conversion of our Series A Preferred Stock or upon exercise of
         warrants.


                                       4
<PAGE>


                                  RISK FACTORS

An investment in our common stock is very risky. You may lose the entire amount
of your investment. Prior to making an investment decision, you should carefully
review this entire prospectus and consider the following risk factors:

                         RISKS RELATING TO OUR BUSINESS

WE CURRENTLY HAVE NO PRODUCT REVENUES AND WILL NEED TO RAISE ADDITIONAL CAPITAL
TO OPERATE OUR BUSINESS.

         To date, we have generated no product revenues. Until, and only if, we
receive approval from the U.S. Federal Drug Administration or FDA, and other
regulatory authorities for our product candidates, we cannot sell our drugs and
will not have product revenues. Therefore, for the foreseeable future, we will
have to fund all of our operations and capital expenditures almost exclusively
from our cash on hand. We will need to seek additional sources of financing,
which may not be available on favorable terms, if at all. If we do not succeed
in raising additional funds on acceptable terms, we may be unable to complete
planned pre-clinical and clinical trials or obtain approval of our product
candidates from the FDA and other regulatory authorities. In addition, we could
be forced to discontinue product development, reduce or forego sales and
marketing efforts and forego attractive business opportunities. Any additional
sources of financing will likely involve the issuance of our equity securities,
which will have a dilutive effect on our stockholders.

WE ARE NOT CURRENTLY PROFITABLE AND MAY NEVER BECOME PROFITABLE.

         We have a history of losses and expect to incur substantial losses and
negative operating cash flow for the foreseeable future, and we may never
achieve or maintain profitability. Even if we succeed in developing and
commercializing one or more of our product candidates, we expect to incur
substantial losses for the foreseeable future and may never become profitable.
We also expect to continue to incur significant operating and capital
expenditures and anticipate that our expenses will increase substantially in the
foreseeable future as we:

         o  continue to undertake pre-clinical development and clinical trials
            for our product candidates;

         o  seek regulatory approvals for our product candidates;

         o  implement additional internal systems and infrastructure;

         o  lease additional or alternative office facilities; and

         o  hire additional personnel.

We also expect to experience negative cash flow for the foreseeable future as we
fund our operating losses and capital expenditures. As a result, we will need to
generate significant revenues in order to achieve and maintain profitability. We
may not be able to generate these revenues or achieve profitability in the
future. Our failure to achieve or maintain profitability could negatively impact
the value of our common stock.

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH TO BASE AN INVESTMENT DECISION.

         We have no other business or prospects other than the business and
prospects that we assumed when acquiring Manhattan Research Development in
February 2003 and those acquired subsequent to that time. When we acquired it in
February 2003, Manhattan Research Development was a development-stage company
and has not yet demonstrated any ability to perform the functions necessary for
the successful commercialization of any product candidates. The successful
commercialization of our product candidates will require us to perform a variety
of functions, including:


                                       5
<PAGE>

         o  continuing to undertake pre-clinical development and clinical
            trials;

         o  participating in regulatory approval processes;

         o  formulating and manufacturing products; and

         o  conducting sales and marketing activities.

Since inception, Manhattan Research Development's operations have been limited
to organizing and staffing, and acquiring, developing and securing our
proprietary technology and undertaking pre-clinical trials of principal product
candidates. These operations provide a limited basis for you to assess our
ability to commercialize our product candidates and the advisability of
investing in our securities.

WE MAY NOT OBTAIN THE NECESSARY U.S. OR WORLDWIDE REGULATORY APPROVALS TO
COMMERCIALIZE OUR PRODUCT CANDIDATES.

         We will need FDA approval to commercialize our product candidates in
the U.S. and approvals from the FDA equivalent regulatory authorities in foreign
jurisdictions to commercialize our product candidates in those jurisdictions. In
order to obtain FDA approval of any of our product candidates, we must submit to
the FDA a New Drug Application, or NDA, demonstrating that the product candidate
is safe for humans and effective for its intended use. This demonstration
requires significant research and animal tests, which are referred to as
pre-clinical studies, as well as human tests, which are referred to as clinical
trials. Satisfaction of the FDA's regulatory requirements typically takes many
years, depends upon the type, complexity and novelty of the product candidate
and requires substantial resources for research, development and testing. We
cannot predict whether our research and clinical approaches will result in drugs
that the FDA considers safe for humans and effective for indicated uses. The FDA
has substantial discretion in the drug approval process and may require us to
conduct additional pre-clinical and clinical testing or to perform
post-marketing studies. The approval process may also be delayed by changes in
government regulation, future legislation or administrative action or changes in
FDA policy that occur prior to or during our regulatory review. Delays in
obtaining regulatory approvals may:

         o  delay commercialization of, and our ability to derive product
            revenues from, our product candidates;

         o  impose costly procedures on us; and

         o  diminish any competitive advantages that we may otherwise enjoy.

         Even if we comply with all FDA requests, the FDA may ultimately reject
one or more of our NDAs. We cannot be sure that we will ever obtain regulatory
clearance for our product candidate. Failure to obtain FDA approval of any of
our product candidate will severely undermine our business by reducing our
number of salable products and, therefore, corresponding product revenues.

         In foreign jurisdictions, we must receive approval from the appropriate
regulatory authorities before we can commercialize our drugs. Foreign regulatory
approval processes generally include all of the risks associated with the FDA
approval procedures described above.


                                       6
<PAGE>

OUR PRIMARY PRODUCT CANDIDATES ARE IN EARLY STAGES OF CLINICAL TRIALS.

         Our primary product candidates, oleoyl-estrone and lingual spray
propofol, are in the early stages of development and require extensive
pre-clinical testing before we can proceed to clinical trials. In addition,
before we can commence clinical trials in the United States on our product
candidates, we will have to submit an Investigational New Drug application, or
"IND," to the FDA. We cannot predict with any certainty if or when we might
submit an IND for regulatory approval of our product candidates.

CLINICAL TRIALS ARE VERY EXPENSIVE, TIME-CONSUMING AND DIFFICULT TO DESIGN AND
IMPLEMENT.

         Human clinical trials are very expensive and difficult to design and
implement, in part because they are subject to rigorous regulatory requirements.
The clinical trial process is also time consuming. We estimate that clinical
trials of our product candidates will take at least several years to complete.
Furthermore, failure can occur at any stage of the trials, and we could
encounter problems that cause us to abandon or repeat clinical trials. The
commencement and completion of clinical trials may be delayed by several
factors, including:

         o  unforeseen safety issues;

         o  determination of dosing issues;

         o  lack of effectiveness during clinical trials;

         o  slower than expected rates of patient recruitment;

         o  inability to monitor patients adequately during or after treatment;
            and

         o  inability or unwillingness of medical investigators to follow our
            clinical protocols.

In addition, we or the FDA may suspend our clinical trials at any time if it
appears that we are exposing participants to unacceptable health risks or if the
FDA finds deficiencies in our IND submissions or the conduct of these trials.

THE RESULTS OF OUR CLINICAL TRIALS MAY NOT SUPPORT OUR PRODUCT CANDIDATE CLAIMS.

         Even if our clinical trials are completed as planned, we cannot be
certain that their results will support our product candidate claims. Success in
pre-clinical testing and early clinical trials does not ensure that later
clinical trials will be successful, and we cannot be sure that the results of
later clinical trials will replicate the results of prior clinical trials and
pre-clinical testing. The clinical trial process may fail to demonstrate that
our product candidates are safe for humans and effective for indicated uses.
This failure would cause us to abandon a product candidate and may delay
development of other product candidates. Any delay in, or termination of, our
clinical trials will delay the filing of our NDAs with the FDA and, ultimately,
our ability to commercialize our product candidates and generate product
revenues. In addition, our clinical trials involve a small patient population.
Because of the small sample size, the results of these clinical trials may not
be indicative of future results.

PHYSICIANS AND PATIENTS MAY NOT ACCEPT AND USE OUR DRUGS.

         Even if the FDA approves our product candidates, physicians and
patients may not accept and use them. Acceptance and use of our product will
depend upon a number of factors including:

         o  perceptions by members of the health care community, including
            physicians, about the safety and effectiveness of our drugs;


                                       7
<PAGE>

         o  cost-effectiveness of our product relative to competing products;

         o  availability of reimbursement for our products from government or
            other healthcare payers; and

         o  effectiveness of marketing and distribution efforts by us and our
            licensees and distributors, if any.

Because we expect sales of our current product candidates, if approved, to
generate substantially all of our product revenues for the foreseeable future,
the failure of any of these drugs to find market acceptance would harm our
business and could require us to seek additional financing.

OUR DRUG-DEVELOPMENT PROGRAM DEPENDS UPON THIRD-PARTY RESEARCHERS WHO ARE
OUTSIDE OUR CONTROL.

         We will depend upon independent investigators and collaborators, such
as universities and medical institutions, to conduct our pre-clinical and
clinical trials under agreements with us. These collaborators will not be our
employees and we cannot control the amount or timing of resources that they will
devote to our programs. These investigators may not assign as great a priority
to our programs or pursue them as diligently as we would if we were undertaking
such programs ourselves. If outside collaborators fail to devote sufficient time
and resources to our drug-development programs, or if their performance is
substandard, the approval of our FDA applications, if any, and our introduction
of new drugs, if any, will be delayed. These collaborators may also have
relationships with other commercial entities, some of whom may compete with us.
If our collaborators assist our competitors at our expense, our competitive
position would be harmed.

WE WILL RELY EXCLUSIVELY ON THIRD PARTIES TO FORMULATE AND MANUFACTURE OUR
PRODUCT CANDIDATES.

         We have no experience in drug formulation or manufacturing and do not
intend to establish our own manufacturing facilities. We lack the resources and
expertise to formulate or manufacture our own product candidates. We currently
have no contract for the manufacture of our product candidate. We intend to
contract with one or more manufacturers to manufacture, supply, store and
distribute drug supplies for our clinical trials. If any of our product
candidates receive FDA approval, we will rely on one or more third-party
contractors to manufacture our drugs. Our anticipated future reliance on a
limited number of third-party manufacturers, exposes us to the following risks:

         o  We may be unable to identify manufacturers on acceptable terms or at
            all because the number of potential manufacturers is limited and the
            FDA must approve any replacement contractor. This approval would
            require new testing and compliance inspections. In addition, a new
            manufacturer would have to be educated in, or develop substantially
            equivalent processes for, production of our products after receipt
            of FDA approval, if any.

         o  Our third-party manufacturers might be unable to formulate and
            manufacture our drugs in the volume and of the quality required to
            meet our clinical needs and commercial needs, if any.

         o  Our future contract manufacturers may not perform as agreed or may
            not remain in the contract manufacturing business for the time
            required to supply our clinical trials or to successfully produce,
            store and distribute our products.

         o  Drug manufacturers are subject to ongoing periodic unannounced
            inspection by the FDA, the DEA, and corresponding state agencies to
            ensure strict compliance with good manufacturing practice and other
            government regulations and corresponding foreign standards. We do
            not have control over third-party manufacturers' compliance with
            these regulations and standards.


                                       8
<PAGE>

         o  If any third-party manufacturer makes improvements in the
            manufacturing process for our products, we may not own, or may have
            to share, the intellectual property rights to the innovation.

         We may be unable to identify manufacturers on acceptable terms or at
all because the number of potential manufacturers is limited and the FDA must
approve any replacement contractor. This approval would require new testing and
compliance inspections. In addition, a new manufacturer would have to be
educated in, or develop substantially equivalent processes for, production of
our products after receipt of FDA approval, if any.

OUR THIRD-PARTY MANUFACTURERS MIGHT BE UNABLE TO FORMULATE AND MANUFACTURE OUR
DRUGS IN THE VOLUME AND OF THE QUALITY REQUIRED TO MEET OUR CLINICAL NEEDS AND
COMMERCIAL NEEDS, IF ANY.

         Our future contract manufacturers may not perform as agreed or may not
remain in the contract manufacturing business for the time required to supply
our clinical trials or to successfully produce, store and distribute our
products. Drug manufacturers are subject to ongoing periodic unannounced
inspection by the FDA, the DEA, and corresponding state agencies to ensure
strict compliance with good manufacturing practice and other government
regulations and corresponding foreign standards. We do not have control over
third-party manufacturers' compliance with these regulations and standards. If
any third-party manufacturer makes improvements in the manufacturing process for
our products, we may not own, or may have to share, the intellectual property
rights to the innovation.

         Each of these risks could delay our clinical trials, the approval, if
any of our product candidates by the FDA or the commercialization of our product
candidates or result in higher costs or deprive us of potential product
revenues.

WE HAVE NO EXPERIENCE SELLING, MARKETING OR DISTRIBUTING PRODUCTS AND NO
INTERNAL CAPABILITY TO DO SO.

         We currently have no sales, marketing or distribution capabilities. We
do not anticipate having the resources in the foreseeable future to allocate to
the sales and marketing of its proposed products. Our future success depends, in
part, on our ability to enter into and maintain such collaborative
relationships, the collaborator's strategic interest in the products under
development and such collaborator's ability to successfully market and sell any
such products. We intend to pursue collaborative arrangements regarding the
sales and marketing of our products, however, there can be no assurance that we
will be able to establish or maintain such collaborative arrangements, or if
able to do so, that they will have effective sales forces. To the extent that we
decide not to, or are unable to, enter into collaborative arrangements with
respect to the sales and marketing of its proposed products, significant capital
expenditures, management resources and time will be required to establish and
develop an in-house marketing and sales force with technical expertise. There
can also be no assurance that we will be able to establish or maintain
relationships with third party collaborators or develop in-house sales and
distribution capabilities. To the extent that we depend on third parties for
marketing and distribution, any revenues we receive will depend upon the efforts
of such third parties, and there can be no assurance that such efforts will be
successful. In addition, there can also be no assurance that we will be able to
market and sell our product in the United States or overseas.

IF WE CANNOT COMPETE SUCCESSFULLY FOR MARKET SHARE AGAINST OTHER DRUG COMPANIES,
WE MAY NOT ACHIEVE SUFFICIENT PRODUCT REVENUES AND OUR BUSINESS WILL SUFFER.

         The market for our product candidates is characterized by intense
competition and rapid technological advances. If our product candidates receive
FDA approval, they will compete with a number of existing and future drugs and
therapies developed, manufactured and marketed by others. Existing or future
competing products may provide greater therapeutic convenience or clinical or
other benefits for a specific indication than our products, or may offer
comparable performance at a lower cost. If our products fail to capture and
maintain market share, we may not achieve sufficient product revenues and our
business will suffer.


                                       9
<PAGE>

         We will compete against fully integrated pharmaceutical companies and
smaller companies that are collaborating with larger pharmaceutical companies,
academic institutions, government agencies and other public and private research
organizations. Many of these competitors have product candidates that will
compete with ours already approved or in development. In addition, many of these
competitors, either alone or together with their collaborative partners, operate
larger research and development programs and have substantially greater
financial resources than we do, as well as significantly greater experience in:

         o  developing drugs;

         o  undertaking pre-clinical testing and human clinical trials;

         o  obtaining FDA and other regulatory approvals of drugs;

         o  formulating and manufacturing drugs; and

         o  launching, marketing and selling drugs.

DEVELOPMENTS BY COMPETITORS MAY RENDER OUR PRODUCTS OR TECHNOLOGIES OBSOLETE OR
NON-COMPETITIVE.

         Companies that currently sell both generic and proprietary anti-obesity
compounds formulations include among others Abbot Laboratories, Inc., Amgen,
Inc., and Regeneron Pharmaceuticals, Inc. Alternative technologies are being
developed to treat obesity and overweight disease, several of which are in
advanced clinical trials. In addition, companies pursuing different but related
fields represent substantial competition. Many of these organizations competing
with us have substantially greater capital resources, larger research and
development staffs and facilities, longer drug development history in obtaining
regulatory approvals and greater manufacturing and marketing capabilities than
we do. These organizations also compete with us to attract qualified personnel,
parties for acquisitions, joint ventures or other collaborations.

IF WE FAIL TO ADEQUATELY PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS OR
SECURE RIGHTS TO PATENTS OF OTHERS, THE VALUE OF OUR INTELLECTUAL PROPERTY
RIGHTS WOULD DIMINISH.

         Our success, competitive position and future revenues will depend in
part on our ability and the abilities of our licensors to obtain and maintain
patent protection for our products, methods, processes and other technologies,
to preserve our trade secrets, to prevent third parties from infringing on our
proprietary rights and to operate without infringing the proprietary rights of
third parties.

         To date, we hold the exclusive licenses to certain patent rights,
including rights under U.S. patents and U.S. patent applications, as well as
rights under foreign patents and patent applications. We anticipate filing
additional patent applications both in the U.S. and in other countries, as
appropriate. However, we cannot predict:

         o  the degree and range of protection any patents will afford us
            against competitors including whether third parties will find ways
            to invalidate or otherwise circumvent our patents;

         o  if and when patents will issue;

         o  whether or not others will obtain patents claiming aspects similar
            to those covered by our patents and patent applications; or

         o  whether we will need to initiate litigation or administrative
            proceedings which may be costly whether we win or lose.


                                       10
<PAGE>

         Our success also depends upon the skills, knowledge and experience of
our scientific and technical personnel, our consultants and advisors as well as
our licensors and contractors. To help protect our proprietary know-how and our
inventions for which patents may be unobtainable or difficult to obtain, we rely
on trade secret protection and confidentiality agreements. To this end, we
require all of our employees, consultants, advisors and contractors to enter
into agreements which prohibit the disclosure of confidential information and,
where applicable, require disclosure and assignment to us of the ideas,
developments, discoveries and inventions important to our business. These
agreements may not provide adequate protection for our trade secrets, know-how
or other proprietary information in the event of any unauthorized use or
disclosure or the lawful development by others of such information. If any of
our trade secrets, know-how or other proprietary information is disclosed, the
value of our trade secrets, know-how and other proprietary rights would be
significantly impaired and our business and competitive position would suffer.

IF WE INFRINGE THE RIGHTS OF THIRD PARTIES WE COULD BE PREVENTED FROM SELLING
PRODUCTS, FORCED TO PAY DAMAGES, AND DEFEND AGAINST LITIGATION.

If our products, methods, processes and other technologies infringe the
proprietary rights of other parties, we could incur substantial costs and we may
have to:

         o  obtain licenses, which may not be available on commercially
            reasonable terms, if at all;

         o  redesign our products or processes to avoid infringement;

         o  stop using the subject matter claimed in the patents held by others;

         o  pay damages; or

         o  defend litigation or administrative proceedings which may be costly
            whether we win or lose, and which could result in a substantial
            diversion of our valuable management resources.

OUR ABILITY TO GENERATE PRODUCT REVENUES WILL BE DIMINISHED IF OUR DRUGS SELL
FOR INADEQUATE PRICES OR PATIENTS ARE UNABLE TO OBTAIN ADEQUATE LEVELS OF
REIMBURSEMENT.

         Our ability to commercialize our drugs, alone or with collaborators,
will depend in part on the extent to which reimbursement will be available from:

         o  government and health administration authorities;

         o  private health maintenance organizations and health insurers; and

         o  other healthcare payers.

Significant uncertainty exists as to the reimbursement status of newly approved
healthcare products. Healthcare payers, including Medicare, are challenging the
prices charged for medical products and services. Government and other
healthcare payers increasingly attempt to contain healthcare costs by limiting
both coverage and the level of reimbursement for drugs. Even if our product
candidates are approved by the FDA, insurance coverage may not be available, and
reimbursement levels may be inadequate, to cover our drugs. If government and
other healthcare payers do not provide adequate coverage and reimbursement
levels for any of our products, once approved, market acceptance of our products
could be reduced.


                                       11
<PAGE>

WE MAY NOT SUCCESSFULLY MANAGE OUR GROWTH.

         Our success will depend upon the expansion of our operations and the
effective management of our growth, which will place a significant strain on our
management and on our administrative, operational and financial resources. To
manage this growth, we must expand our facilities, augment our operational,
financial and management systems and hire and train additional qualified
personnel. If we are unable to manage our growth effectively, our business would
be harmed.

WE MAY BE EXPOSED TO LIABILITY CLAIMS ASSOCIATED WITH THE USE OF HAZARDOUS
MATERIALS AND CHEMICALS.

         Our research and development activities may involve the controlled use
of hazardous materials and chemicals. Although we believe that our safety
procedures for using, storing, handling and disposing of these materials comply
with federal, state and local laws and regulations, we cannot completely
eliminate the risk of accidental injury or contamination from these materials.
In the event of such an accident, we could be held liable for any resulting
damages and any liability could materially adversely effect our business,
financial condition and results of operations. In addition, the federal, state
and local laws and regulations governing the use, manufacture, storage, handling
and disposal of hazardous or radioactive materials and waste products may
require us to incur substantial compliance costs that could materially adversely
effect our business, financial condition and results of operations.

WE RELY ON KEY EXECUTIVE OFFICERS AND SCIENTIFIC AND MEDICAL ADVISORS, AND THEIR
KNOWLEDGE OF OUR BUSINESS AND TECHNICAL EXPERTISE WOULD BE DIFFICULT TO REPLACE.

         We are highly dependent on our principal scientific, regulatory and
medical advisors. We do not have "key person" life insurance policies for any of
our officers. The loss of the technical knowledge and management and industry
expertise of any of our key personnel could result in delays in product
development, loss of customers and sales and diversion of management resources,
which could adversely affect our operating results.

IF WE ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL, OUR ABILITY TO GROW OUR
BUSINESS MAY BE HARMED.

         We will need to hire additional qualified personnel with expertise in
pre-clinical testing, clinical research and testing, government regulation,
formulation and manufacturing and sales and marketing. We compete for qualified
individuals with numerous biopharmaceutical companies, universities and other
research institutions. Competition for such individuals, particularly in the New
York City area, is intense, and we cannot be certain that our search for such
personnel will be successful. Attracting and retaining qualified personnel will
be critical to our success.

WE MAY INCUR SUBSTANTIAL LIABILITIES AND MAY BE REQUIRED TO LIMIT
COMMERCIALIZATION OF OUR PRODUCTS IN RESPONSE TO PRODUCT LIABILITY LAWSUITS.

         The testing and marketing of medical products entail an inherent risk
of product liability. If we cannot successfully defend ourselves against product
liability claims, we may incur substantial liabilities or be required to limit
commercialization of our products. Our inability to obtain sufficient product
liability insurance at an acceptable cost to protect against potential product
liability claims could prevent or inhibit the commercialization of
pharmaceutical products we develop, alone or with corporate collaborators. We
currently do not carry clinical trial insurance or product liability insurance.
Although we intend to obtain clinical trial insurance prior to the commencement
of any clinical trials, we, or any corporate collaborators, may not be able to
obtain insurance at a reasonable cost, if at all. Even if our agreements with
any future corporate collaborators entitle us to indemnification against losses,
such indemnification may not be available or adequate should any claim arise.


                                       12
<PAGE>


WE ARE CONTROLLED BY CURRENT OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS.

         Our directors, executive officers and principal stockholders
beneficially own approximately __ percent of our outstanding common stock.
Accordingly, these persons and their respective affiliates will have the ability
to exert substantial influence over the election of our Board of Directors and
the outcome of issues submitted to our stockholders.

                         RISKS RELATED TO OUR SECURITIES

TRADING OF OUR COMMON STOCK IS LIMITED.

         Trading of our common stock is conducted on the National Association of
Securities Dealers' Over-the-Counter Bulletin Board, or "OTC Bulletin Board."
This has adversely effected the liquidity of our securities, not only in terms
of the number of securities that can be bought and sold at a given price, but
also through delays in the timing of transactions and reduction in security
analysts' and the media's coverage of us. This may result in lower prices for
our common stock than might otherwise be obtained and could also result in a
larger spread between the bid and asked prices for our common stock.

BECAUSE IT IS A "PENNY STOCK," IT WILL BE MORE DIFFICULT FOR YOU TO SELL SHARES
OF OUR COMMON STOCK.

       In addition, our common stock is a "penny stock." Broker-dealers who sell
penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC. This document provides information
about penny stocks and the nature and level of risks involved in investing in
the penny-stock market. A broker must also give a purchaser, orally or in
writing, bid and offer quotations and information regarding broker and
salesperson compensation, make a written determination that the penny stock is a
suitable investment for the purchaser, and obtain the purchaser's written
agreement to the purchase. The penny stock rules may make it difficult for you
to sell your shares of our stock. Because of the rules, there is less trading in
penny stocks. Also, many brokers choose not to participate in penny-stock
transactions. Accordingly, you may not always be able to resell shares of our
common stock publicly at times and prices that you feel are appropriate.

A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK ARE OR WILL BECOME AVAILABLE
FOR SALE AND THEIR SALE COULD DEPRESS THE PRICE OF OUR COMMON STOCK.

         A substantial number of shares of our common stock are being offered by
this prospectus. In addition, on February 21, 2004, up to 18,689,916 shares of
our outstanding common stock that were issued in connection with our acquisition
of Manhattan Research Development, Inc. will become available for sale pursuant
to Rule 144 under the Securities Act. We may also issue additional shares in
connection with our business and may grant additional stock options to our
employees, officers, directors and consultants or warrants to third parties.
Sales of a substantial number of shares of our common stock in the public market
after this offering could adversely affect the market price for our common stock
and make it more difficult for you to sell our shares at times and prices that
you feel are appropriate.

OUR STOCK PRICE IS, AND WE EXPECT IT TO REMAIN, VOLATILE, WHICH COULD LIMIT
INVESTORS' ABILITY TO SELL STOCK AT A

PROFIT.

         The volatile price of our stock makes it difficult for investors to
predict the value of their investment, to sell shares at a profit at any given
time, or to plan purchases and sales in advance. A variety of factors may affect
the market price of our common stock. These include, but are not limited to:

         o  publicity regarding actual or potential clinical results relating to
            products under development by our competitors or us;


                                       13
<PAGE>

         o  delay or failure in initiating, completing or analyzing pre-clinical
            or clinical trials or the unsatisfactory design or results of these
            trials;

         o  achievement or rejection of regulatory approvals by our competitors
            or us;

         o  announcements of technological innovations or new commercial
            products by our competitors or us;

         o  developments concerning proprietary rights, including patents;

         o  developments concerning our collaborations;

         o  regulatory developments in the United States and foreign countries;

         o  economic or other crises and other external factors;

         o  period-to-period fluctuations in our revenues and other results of
            operations;

         o  changes in financial estimates by securities analysts; and

         o  sales of our common stock.

We will not be able to control many of these factors, and we believe that
period-to-period comparisons of our financial results will not necessarily be
indicative of our future performance.

         In addition, the stock market in general, and the market for
biotechnology companies in particular, has experienced extreme price and volume
fluctuations that may have been unrelated or disproportionate to the operating
performance of individual companies. These broad market and industry factors may
seriously harm the market price of our common stock, regardless of our operating
performance.

WE HAVE NEVER PAID DIVIDENDS.

         We have never paid dividends on our capital stock and do not anticipate
paying any dividends for the foreseeable future.

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements contained in this prospectus that are
forward-looking in nature are based on the current beliefs of our management as
well as assumptions made by and information currently available to management,
including statements related to the markets for our products, general trends in
our operations or financial results, plans, expectations, estimates and beliefs.
In addition, when used in this prospectus, the words "may," "could," "should,"
"anticipate," "believe," "estimate," "expect," "intend," "plan," "predict" and
similar expressions and their variants, as they relate to us or our management,
may identify forward-looking statements. These statements reflect our judgment
as of the date of this prospectus with respect to future events, the outcome of
which is subject to risks, which may have a significant impact on our business,
operating results or financial condition. You are cautioned that these
forward-looking statements are inherently uncertain. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
herein. We undertake no obligation to update forward-looking statements. The
risks identified under the heading "Risk Factors" in this prospectus, among
others, may impact forward-looking statements contained in this prospectus.


                                       14
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

         You should read the following discussion of our results of operations
and financial condition in conjunction with our Annual Report on Form 10-KSB for
the year ended December 31, 2002, our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, and our Current Report on Form 8-K/A filed
with the SEC on May 9, 2003, which contains the financial statements of
Manhattan Research Development, Inc. This discussion includes "forward-looking"
statements that reflect our current views with respect to future events and
financial performance. We use words such as we "expect," "anticipate,"
"believe," and "intend" and similar expressions to identify forward-looking
statements. Investors should be aware that actual results may differ materially
from our expressed expectations because of risks and uncertainties inherent in
future events, particularly those risks identified in the "Risk Factors" section
of this prospectus, and should not unduly rely on these forward looking
statements. All share and per share information in this discussion has been
adjusted for the 1-for-5 combination of our common stock effected on September
25, 2003.

RESULTS OF OPERATIONS

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2003 VS. 2002

         During the nine months ended September 30, 2003 and 2002, we had no
revenue.

         For the nine months ended September 30, 2003, research and development
expense was $734,351 as compared to $624,971 for the nine months ended September
30, 2002. The increase of $109,380 is due primarily to an acceleration of
pre-clinical development of our Oleoyl-estrone drug and to the pre-clinical
development of our Propofol Lingual Spray, which was licensed in 2003 resulting
in an increase of associated expenses of approximately $149,000. This increase
is partially offset by the fact that we paid license fees of $175,000 to
Oleoyl-estrone Developments, Inc (OED) in 2002 but paid only $125,000 of license
fees to NovaDel Pharma, Inc. in 2003. We also had an increase in patent related
fees over the prior year of approximately $10,000.

         For the nine months ended September 30, 2003, general and
administrative expense was $1,255,446 as compared to $198,485 for the nine
months ended September 30, 2002. The increase of $1,056,961 is due primarily to
expenses associated with hiring full time employees and consultants of
approximately $296,000 and $199,000, respectively. In addition, we had increases
in legal and accounting fees of approximately $193,000 associated with becoming
subject to the reporting obligations under the Exchange Act following completion
of the Atlantic Technology Ventures, Inc. - Manhattan Research Development, Inc.
merger in February 2003. Rent, directors fees, insurance and other expenses
increased by approximately $36,000, $34,000, $108,000 and $46,000, respectively.
Finally, in 2003, we had amortization of intangible assets of approximately
$145,000.

         Net loss for the nine months ended September 30, 2003, was $4,451,290
as compared to $835,569 for the nine months ended September 30, 2002. This
increase in net loss is attributable primarily to a loss on the disposition of
intangible assets as a result of our sale of our remaining rights to CT-3 to
Indevus Pharmaceuticals, Inc. of $1,213,878 as well as an impairment of
intangible assets of $1,248,230 as a result of a decision by Bausch & Lomb not
to pursue the Avantix cataract removal technology. In addition, we had an
increase in general and administrative expenses of $1,056,961 primarily as a
result of our hiring employees and management and becoming a public company and
an increase in research and development expenses of $109,380.

YEAR ENDED DECEMBER 31, 2002 VS. DECEMBER 31, 2001

         During the year ended December 31, 2002 and interim period of 2001, we
had no revenue.


                                       15
<PAGE>

         For the year ended December 31, 2002, research and development expense
was $700,798 as compared to $55,236 for the interim period of 2001. The increase
of $645,562 is due to the fact that substantially all of the pre-clinical work
was done in 2002. In addition, we paid license fees of $175,000 in connection
with our licensing exclusive world wide rights to our product candidate
Oleoyl-estrone to Oleoyl-estrone Developments, Inc (OED) in 2002.

         For the year ended December 31, 2002, general and administrative
expense was $317,384 as compared to $1,560 for the interim period of 2001. This
increase of $315,824 was primarily due to various activities that occurred in
2002 including the following: recruiting fees in connection with recruiting
management, office service fees, accounting fees for the audits, legal fees for
the contemplated merger with Atlantic Technology Ventures, Inc, patent review
and other due diligence expenses.

         Interest expense was $19,138 for the year ended December 30, 2002
compared to zero in 2001. This increase was caused by bank loans entered into in
2002. The proceeds of the bank loans were used for general corporate purposes.

         Net loss for the year ended December 31, 2002 was $1,037,320 as
compared to $56,796 for the interim period of 2001. This increase in net loss is
primarily due to an increase in research and development expenses of $645,562.
In addition, we had an increase in general and administrative expenses of
$315,824 and an increase in interest expense of $19,138.

LIQUIDITY AND CAPITAL RESOURCES

         From inception to September 30, 2003, we incurred an accumulated
deficit of $5,545,406, and we expect to continue to incur additional losses
through the year ending September 30, 2004 and for the foreseeable future. This
loss has been incurred through a combination of research and development
activities related to the various technologies under our control and expenses
supporting those activities.

         During 2002, our subsidiary, Manhattan Research Development, Inc.
(Manhattan Research) commenced a private placement and sold 239,450 shares of
common stock at $8 ($0.63 post merger) per share and received proceeds of
$1,704,318, net of expenses of $211,181. These shares converted into 3,043,332
shares of our common stock when we completed a reverse acquisition of Manhattan
Research as described below. In addition, each investor received warrants equal
to 10% of the number of shares of common stock purchased and, accordingly,
Manhattan Research issued warrants to purchase 23,945 shares of common stock in
2002 in connection with the private placement. Upon the merger, these converted
into warrants to purchase 304,333 shares of our common stock. Each warrant had
an exercise price of $8 per share, which post merger converted to $0.63. These
warrants expire in 2007.

         During January and February 2003, Manhattan Research sold an additional
104,000 shares of common stock at $8 ($0.63, post merger) per share and warrants
to purchase 10,400 shares of common stock exercisable at $8 ($0.63 post merger)
through the private placement and received net proceeds of $743,691. These
shares converted into 1,321,806 shares of our common stock when we completed our
reverse acquisition of Manhattan Research. The warrants to purchase 10,400
shares of common stock converted into warrants to purchase 132,181 common shares
of the combined Company.

         In addition, in connection with the private placement, Manhattan
Research issued to Joseph Stevens & Co., Inc., a NASD-member broker-dealer,
warrants to purchase 130,511 shares of its common stock that are exercisable at
$8 ($0.63 post merger) per share and expire in 2008. Upon the merger, these
warrants converted into warrants to purchase 1,658,753 shares of common stock of
the combined Company.

         We have financed our operations since inception primarily through
equity and debt financing and our licensing of CT-3 to Indevus. During the nine
months ended September 30, 2003, we had a net decrease in cash and cash
equivalents of $1,619,009. This decrease primarily resulted from net cash used
in operating activities for the nine months ended September 30, 2003 of
$1,736,285. Total cash resources as of September 30, 2003 were $102,114 compared
to $1,721,123 at December 31, 2002.


                                       16
<PAGE>

         Our available working capital and capital requirements will depend upon
numerous factors, including progress of our research and development programs,
our progress in and the cost of ongoing and planned pre-clinical and clinical
testing, the timing and cost of obtaining regulatory approvals, the cost of
filing, prosecuting, defending, and enforcing patent claims and other
intellectual property rights, competing technological and market developments,
changes in our existing collaborative and licensing relationships, the resources
that we devote to developing manufacturing and commercializing capabilities,
technological advances, the status of our competitors, our ability to establish
collaborative arrangements with other organizations and our need to purchase
additional capital equipment.

         Our continued operations will depend on whether we are able to raise
additional funds through various potential sources, such as equity and debt
financing, other collaborative agreements, strategic alliances, and our ability
to realize the full potential of our technology in development. Such additional
funds may not become available on acceptable terms and there can be no assurance
that any additional funding that the combined Company does obtain will be
sufficient to meet the combined Company's needs in the long term. Through
September 30, 2003, a significant portion of our financing has been through
private placements of common stock and warrants and debt financing. Unless our
operations generate significant revenues, we will continue to fund operations
from cash on hand and through the similar sources of capital previously
described. We can give no assurances that any additional capital that we are
able to obtain will be sufficient to meet our needs. Management believes that we
will continue to incur net losses through at least September 30, 2004. Based on
our current resources, we will need additional equity or debt financing or we
will need to generate revenues through licensing our products or entering into
strategic alliances to be able to sustain our operations until we can achieve
profitability, if ever.

         On November 7, 2003, we completed a private placement of 1,000,000
shares of our newly-designated Series A Convertible Preferred Stock at a price
of $10 per share, resulting in gross proceeds to us of $10,000,000. Each share
of Series A Convertible Preferred Stock is convertible at the holder's election
into shares of our common stock at a conversion price of $1.10 per share. The
conversion price of the Series A Convertible Preferred Stock was less than the
market value of our common stock on November 7, 2003. Accordingly, we will
record a charge for the beneficial conversion feature associated with the
convertible preferred stock. Such charge is anticipated to approximate $418,000.

         On February 21, 2003, we completed a reverse acquisition of privately
held Manhattan Research Development, Inc., (formerly Manhattan Pharmaceuticals,
Inc.) (Manhattan Research) a Delaware corporation. The merger was effected
pursuant to an Agreement and Plan of Merger dated December 17, 2002 (the "Merger
Agreement") by and among the Company, Manhattan Research and Manhattan
Pharmaceuticals Acquisition Corp, the Company's wholly owned subsidiary
("MPAC"). In accordance with the terms of the Merger Agreement, MPAC merged with
and into Manhattan Research, with Manhattan Research remaining as the surviving
corporation and our wholly owned subsidiary. Pursuant to the Merger Agreement,
upon the effective time of the merger, the outstanding shares of common stock of
Manhattan Research automatically converted into an aggregate of 18,689,917
shares of our common stock, which represented 80 percent of our outstanding
voting stock after giving effect to the merger. In addition, immediately prior
to the merger Manhattan Research had outstanding options and warrants to
purchase an aggregate of 172,856 shares of its common stock, which, in
accordance with the terms of the merger, automatically converted into options
and warrants to purchase an aggregate of 2,196,944 shares of our common stock.
Since the stockholders of Manhattan Research received the majority of our voting
shares, the merger was being accounted for as a reverse acquisition whereby
Manhattan Research was the accounting acquirer (legal acquiree) and we were the
accounting acquiree (legal acquirer). Based on the five-day average price of our
common stock of $0.50 per share, the purchase price approximated $2,336,000 plus
approximately $33,000 of acquisition costs, which represents 20 percent of the
market value of the combined Company's post-merger total outstanding shares of
23,362,396. In connection with the merger, we changed our name from "Atlantic
Technology Ventures, Inc." to "Manhattan Pharmaceuticals, Inc." At the time of
the merger, Manhattan Research recognized patents and licenses for substantially
all of the purchase price. As a result of acquiring Manhattan Research, the
Company received new technologies. A formal purchase price allocation was
completed in the third quarter of 2003.


                                       17
<PAGE>

         In April 2003, we entered into a license and development agreement with
NovaDel Pharma, Inc. ("NovaDel"), under which we received certain worldwide,
exclusive rights to develop and commercialize products related to NovaDel's
proprietary lingual spray technology for delivering propofol for pre-procedural
sedation. Under the terms of this agreement, we agreed to use our commercially
reasonable efforts to develop and commercialize the licensed products, to obtain
necessary regulatory approvals and to thereafter exploit the licensed products.
The agreement also provides that NovaDel will undertake to perform, at our
expense, a substantial portion of the development activities, including without
limitation, preparation and filing of various applications with applicable
regulatory authorities.

         In consideration of the license, upon the occurrence of certain
development and regulatory events, we are obligated to make payments to NovaDel
upon the occurrence of certain milestones, including filing a New Drug
Application or "NDA" that is accepted for review by the FDA for a licensed
product, filing a European Marketing Application for a licensed product, having
a filed NDA approved by the FDA, having a European Marketing Application
accepted for review within the European Union, receiving commercial approval in
Japan, Canada, Australia and South Africa, and upon receiving regulatory
approval in certain other countries. The aggregate amount of the milestone
payments is significant in light of our currently available resources. In
addition, we are obligated to pay to NovaDel an annual royalty based on a fixed
rate of net sales of licensed products, or if greater, the annual royalty is
based on our net profits from the sale of licensed products at a rate that is
twice the net sales rate. In the event we sublicense the licensed product to a
third party, we are obligated to pay royalties based on a fixed rate of fees or
royalties received from the sublicensee until such time as we recover our
out-of-pocket costs, and thereafter the royalty rate doubles. Because of the
continuing development efforts required of NovaDel under the agreement, the
royalty rates are substantially higher than customary for the industry. We are
also required to pay an up-front fee in installments contingent on whether we
receive certain amounts through financings, revenues or otherwise. To date, we
have paid and expensed $125,000 of such up-front fee.

         NovaDel may terminate the agreement (i) upon 10 days' notice if we fail
to make any required milestone or royalty payments, (ii) if we fail to obtain
financing of at least $5,000,000 by March 31, 2004 (see above), or (iii) if we
become bankrupt or if a petition in bankruptcy or insolvency is filed and not
dismissed within 60 days or if we become subject to a receiver or trustee for
the benefit of creditors. Each party may terminate the agreement upon 30 days'
written notice and an opportunity to cure in the event the other party committed
a material breach or default. We may also terminate the agreement for any reason
upon 90 days' notice to NovaDel.

         Our common stock is quoted on the OTC Bulletin Board under the symbol
"MHTT.OB". This has an adverse effect on the liquidity of our common stock, not
only in terms of the number of shares that can be bought and sold at a given
price, but also through delays in the timing of transactions and reduction in
security analysts' and the media's coverage of us. This may result in lower
prices for shares of our common stock than might otherwise be obtained and could
also result in a larger spread between the bid and asked prices for shares of
our common stock.


                                       18
<PAGE>

CRITICAL ACCOUNTING POLICIES

         In December 2001, the SEC requested that all registrants discuss their
most "critical accounting policies" in management's discussion and analysis of
financial condition and results of operations. The SEC indicated that a
"critical accounting policy" is one which is both important to the portrayal of
the company's financial condition and results and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. Our
significant accounting policies are described in Note 1 to our consolidated
financial statements included in our previously filed Annual Report on Form
10-KSB for the year ended December 31, 2002; however, we believe that none of
them is considered to be critical.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No.146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit and Activity." SFAS No. 146 requires that liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement also established that fair value is the objective for
initial measurement of the liability. The provisions of SFAS No. 146 are
effective for exit or disposal activities that initiated after December 31,
2002. The adoption of SFAS No. 146 did not have a material impact on our
consolidated financial statements.

         In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation- Transition and Disclosure an Amendment of SFAS No. 123." SFAS No.
148 amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock- based
employee compensation and the effect of the method used on reported results. The
Company adopted the disclosure provisions of SFAS No. 148, effective January 1,
2003.


                                       19
<PAGE>

                                    BUSINESS

OVERVIEW

         We are engaged in the business of developing and commercializing
early-stage technologies, particularly biomedical and pharmaceutical
technologies. We aim to acquire proprietary rights to these technologies, by
license or acquiring an ownership interest, fund their research and development
and eventually bring the technologies to market. We do not have any drugs or
other products available for sale, but we are currently researching and
developing two biomedical technologies:

         o  Oleoyl-estrone, an orally administered hormone attached to a
            fatty-acid that has been shown to cause significant weight loss in
            preclinical animal studies regardless of dietary modifications; and

         o  Lingual spray propofol, a proprietary lingual spray technology to
            deliver propofol for pre-procedural sedation prior to diagnostic,
            therapeutic or endoscopic procedures.

Although we are primarily focused on developing these technologies, we continue
to seek to acquire proprietary rights to other biomedical and pharmaceutical
technologies, by licensing or acquiring an ownership interest, funding their
research and development and bringing the technologies to market.

         We were incorporated in Delaware on May 18, 1993 under the name
"Atlantic Pharmaceuticals, Inc." and in March 2000, we changed our name to
"Atlantic Technology Ventures, Inc." On February 21, 2003, we completed a
"reverse" acquisition of privately-held Manhattan Research Development, Inc.
(formerly known as Manhattan Pharmaceuticals, Inc.), a Delaware corporation. To
effect this transaction, we caused Manhattan Pharmaceuticals Acquisition Corp.,
our wholly-owned subsidiary, to merge with and into Manhattan Research
Development, with Manhattan Research Development surviving as our wholly owned
subsidiary. In accordance with the terms of the merger, the outstanding shares
of common stock of Manhattan Research Development automatically converted into
the right to receive an aggregate of approximately 80 percent of our outstanding
common stock (after giving effect to the transaction). For accounting purposes,
however, Manhattan Research Development was treated as the acquiring company. In
connection with the merger, we also changed our name to "Manhattan
Pharmaceuticals, Inc."

 OLEOYL-ESTRONE

         We acquired rights to oleoyl-estrone, a hormone modified by an
attachment to a fatty acid, as a result of our merger with Manhattan Research
Development in February 2003. Oleoyl-estrone is an orally administered small
molecule that has been shown to cause significant weight loss in preclinical
animal studies regardless of dietary modifications. We believe that
oleoyl-estrone causes weight loss in two ways. First, the scientific community
believes that weight loss is regulated by a part of the hypothalamus, located in
the brain, called the ponderostat. It is believed that the ponderostat regulates
the body's weight in a manner similar to the way in which a thermostat regulates
a room's temperature. Preclinical studies suggest that oleoyl-estrone resets the
ponderostat, telling the body that a lower weight is normal. We believe that
this signal then decreases appetite, which leads to weight loss that may be
maintained even after oleoyl-estrone treatment is discontinued. Second, fat
cells that have been treated with oleoyl-estrone appear to shrink in size,
indicating a local effect of oleoyl-estrone acting directly on the cells. The
apparent dual effect of oleoyl-estrone leads us to believe that the drug has the
potential to cause weight loss in a variety of obese and overweight patients.

         Oleoyl-estrone was initially developed by researchers at the University
of Barcelona ("UB") in Spain. Throughout a decade of research, scientists of the
Nitrogen-Obesity Research Group at UB noted that hormones that effect metabolism
play a significant role in body weight regulation. At the same time, the obesity
research community suggested that weight is regulated by the ponderostat, a
central mechanism in the hypothalamus of the brain believed to set the point of
ideal weight. Researchers at UB believe that a hormone controls the ponderostat,
raising or lowering body weight by changing the central set point for the entire
body.


                                       20
<PAGE>

         After examining the available work related to estrogens and changes in
body weight and body fat percentage (such as during pregnancy), researchers at
UB noted that the estrogen-like hormone, estrone, was elevated in the blood of
both obese men and women. Initially thought to be a simple estrogen, UB
researchers noticed that although estrone levels were elevated, very few obese
men manifest the effects of elevated estrogen levels. Further testing revealed
that oleoyl-estrone was the main form of estrone that existed in obese patients.
The researchers suggested that when cells become filled with fat they produce
oleoyl-estrone, signaling the brain to lose weight. They further suggested that
fat cells in obese people do not produce sufficiently high levels of
oleoyl-estrone to signal the ponderostat to suppress appetite and cause weight
loss. Based on this concept, investigators at UB believed that they could induce
weight loss by increasing levels of oleoyl-estrone in obese individuals. When
oleoyl-estrone was given to rats, the rats lost weight in a dose-dependent
manner, supporting out the idea that oleoyl-estrone is a primary weight loss
signal produced by fat cells. At the doses employed, no side effects were
observed in the rats and, in female rats, uterine size remained unchanged,
indicating that oleoyl-estrone did not act as an estrogen.

         During the first quarter of 2003, we contracted and successfully
completed reference batch manufacture of oleoyl-estrone. This enabled us to
further refine the manufacturing and chemical analysis process, and to allocate
a portion of this purified drug substance for formulation studies.

LINGUAL SPRAY PROPOFOL

         On April 4, 2003, we entered into a License and Development Agreement
(the "Propofol License") with NovaDel Pharma Inc. ("NovaDel") for the worldwide,
exclusive rights to NovaDel's proprietary lingual spray technology to deliver
propofol for preprocedural sedation prior to diagnostic, therapeutic or
endoscopic procedures.

         Propofol is currently delivered in an oily emulsion for intravenous
infusion for induction and maintenance of general anesthesia or "monitored
anesthesia care" in operating rooms, or deep sedation in intensive care units.
Sales of intravenous propofol in 1998 were reported to be in excess of $518
million annually. Propofol has previously not been available for dosing via a
convenient route of administration for office-based and other ambulatory uses.
Accordingly, we have filed a patent application for this new method of use.
Other patents are being prepared related to Manhattan's non-oily, novel
formulation. In June 2003, the Company and NovaDel jointly announced
commencement of the Development Program.

         We believe that delivering propofol via this proprietary delivery
system provides many advantages over currently formulated sedatives. In addition
to the convenience and ease of administration, the lingual spray route will
eliminate delayed onset and poor coordination of timing associated with oral
sedative administration, and allow for rapid clinical responses typical of
intravenous delivery (i.e. < 5 minutes). Lingual spray propofol is intended to
allow patients to tolerate unpleasant procedures, by relieving anxiety and
producing a pleasant, short-term amnesia. Particularly in children and adults
unable to cooperate, mild sedation expedites the conduct of numerous ambulatory
procedures that are not particularly painful, but which require the patient to
remain still for the best technical result.

         Novadel's delivery systems (both patented and patent-pending) are
lingual sprays, enabling drug absorption through the oral mucosa and more rapid
absorption into the bloodstream than presently available oral delivery systems.
NovaDel refers to its delivery system as Immediate-Immediate Release (I2RTM)
because its delivery system is designed to provide therapeutic benefits within
minutes of administration. We are working with NovaDel to develop, manufacture
and commercialize the licensed product. Initial formulation work has commenced
and, while there can be no assurance, we anticipate filing an Investigational
New Drug Application (IND) by early 2004 and commencing human clinical trials
shortly thereafter.


                                       21
<PAGE>

MARKET  AND COMPETITION

         According to estimates, the market for prescription anti-obesity drugs
is approximately $10 billion, or equal to that of diabetes. It is estimated that
61 percent of Americans are overweight and that 26 percent are obese. According
to the National Institute of Health's estimate, direct costs for the treatment
of obesity in 1988 were in excess of $45 billion and accounted for nearly 8
percent of the total national cost of health care in the United States. By 1999,
direct costs for the treatment of obesity had reached $102.2 billion dollars.
Meridia(R) and Xenical(R), two currently approved anti-obesity medications,
together accounted for approximately $800 million in sales in 2001. We believe
that the disease currently lacks a treatment that is safe and effective for most
patient groups, and that oleoyl-estrone has the potential to meet the needs of
this market.

         To date, Midazolam (now a generic), which is delivered both
intravenously and orally, has dominated the preprocedural sedation market,
posting sales of $536 million in 1999. However, serious adverse events are
reported in midazolam's package insert, including respiratory depression, airway
obstruction, oxygen desaturation, apnea and even respiratory arrest. In
contrast, at the doses being developed by us, we believe that Propofol Lingual
Spray may offer a safer, noninvasively administered alternative to midazolam.
Propofol's rapid onset profile will allow clinicians to more accurately time its
peak effects during procedures, as well as to determine the precise
concentration needed for desired levels of sedation.

         Competition in the pharmaceutical industry, and the anti-obesity drug
market in particular, is intensely competitive. In addition to Abbott
Laboratories, Inc. and Roche Holdings AG, the makers of Meridia(R) and
Xenical,(R) respectively, some of the largest drug companies in the world have
anti-obesity drugs currently in development, including GlaxoSmithKline PLC,
Johnson & Johnson, Inc., Bristol-Myers Squibb Company, Regeneron Pharmaceutical,
Inc., Phytopharm, PLC, Amgen, Inc. These companies are all substantially larger
and more established than we are and have significantly greater financial and
other resources than we do.

INTELLECTUAL PROPERTY

         Our goal is to obtain, maintain and enforce patent protection for our
products, formulations, processes, methods and other proprietary technologies,
preserve our trade secrets, and operate without infringing on the proprietary
rights of other parties, both in the United States and in other countries. Our
policy is to actively seek to obtain, where appropriate, the broadest
intellectual property protection possible for our product candidates,
proprietary information and proprietary technology through a combination of
contractual arrangements and patents, both in the U.S. and elsewhere in the
world.

         We also depend upon the skills, knowledge and experience of our
scientific and technical personnel, as well as that of our advisors, consultants
and other contractors, none of which is patentable. To help protect our
proprietary know-how which is not patentable, and for inventions for which
patents may be difficult to enforce, we rely on trade secret protection and
confidentiality agreements to protect our interests. To this end, we require all
employees, consultants, advisors and other contractors to enter into
confidentiality agreements which prohibit the disclosure of confidential
information and, where applicable, require disclosure and assignment to us of
the ideas, developments, discoveries and inventions important to our business.


                                       22
<PAGE>


         Oleoyl-estrone

         We currently have worldwide, exclusive license rights to the U.S. and
foreign patents and patent applications set forth below pursuant to license
agreements with Oleoyl-estrone Developments, SL, a Spanish corporation,
regarding the use of oleoyl-estrone for the treatment of human disease:

         1.       US Patent No. 5,798,348 entitled "Fatty-acid monesters of
                  estrogens for the treatment of obesity and/or overweight." M.
                  Alemany, Inventor. Application filed, October 30, 1996. Patent
                  issued August 25, 1998.

         2.       European Patent No. 771.817 entitled "Fatty-acid monoesters of
                  estrogens for the treatment of obesity and/or overweight." M.
                  Alemany, Inventor. Application filed, October 28, 1996. Patent
                  issued May 7, 1997.

         3.       Patent Cooperation Treaty and Spanish Patent Application No.
                  ES 200100785 entitled "Fatty-acid monoesters of estrogens
                  acting as anti-diabetic and hypolipidemia agents." M. Alemany
                  Lamana, Francisco Javier Remesar Betiloch, and Jose Antonio
                  Fernandez Lopez, Inventors. Application filed March 28, 2001.

         The U.S. and European patents have numerous, detailed, and specific
claims for both the composition of oleoyl-estrone, and its method of use for
weight loss. Our rights to these patents are subject to the terms of a February
2002 license agreement between us and Oleoyl-estrone Developments. The license
agreement provides us with an exclusive, worldwide right to the intellectual
property covered by the license agreement, including the right to grant
sublicenses. Although we are not obligated to pay royalties to Oleoyl-estrone
Developments, the license agreement requires us to make certain
performance-based milestone payments.

         Propofol

         Pursuant to the NovaDel license agreement, we have an exclusive,
worldwide license to NovaDel's proprietary lingual spray technology to deliver
propofol for preprocedural sedation prior to diagnostic, therapeutic or
endoscopic procedures. Our rights under the NovaDel License include license
rights to the following patents held by NovaDel:

         1.       U.S. Patent No. 5,955,098, entitled "Buccal Non Polar Spray or
                  Capsule." H.A. Dugger, III, Inventor. Application filed April
                  12, 1996. Patent issued September 21, 1999.

         2.       U.S. Patent No. 6,110,486, entitled "Buccal Polar Spray or
                  Capsule." H.A. Dugger, III, Inventor. Application filed
                  November 25, 1998. Patent issued August 29, 2000.

         3.       European Patent No. 0904055 entitled "Buccal, Non-Polar Spray
                  or Capsule." H.A. Dugger, III, Inventor. Application filed,
                  February 21, 1997. Patent issued April 16, 2003.

MANUFACTURING

         We do not have any manufacturing capabilities. We have been in contact
with several contract "Good Manufacturing Process" (GMP) manufacturers for the
supply of both oleoyl-estrone and lingual spray propofol that will be necessary
to conduct Phase I human clinical trials. A method has been identified for
synthesizing oleoyl-estrone, and can be done through simple reactions that
produce the substance at above 99 percent purity. We believe that the production
of oleoyl-estrone will involve one contract manufacturer for clinical trials.
Bids are being received from multiple providers, so that provider redundancy can
be maintained during product launch.


                                       23
<PAGE>

GOVERNMENT REGULATION

         Regulation by government authorities in the United States and foreign
countries is a significant factor in the research, development, manufacture, and
marketing of oleoyl-estrone and lingual spray propofol. Oleoyl-estrone and any
future product candidate will require regulatory approval before they can be
commercialized. In particular, human therapeutic products are subject to
rigorous preclinical and clinical trials and other premarket approval
requirements by the FDA and foreign authorities. Many aspects of the structure
and substance of the FDA and foreign pharmaceutical regulatory practices have
been reformed during recent years, and continued reform is under consideration
in a number of forums. The ultimate outcome and impact of such reforms and
potential reforms cannot be reasonably predicted.

         Clinical trials are conducted in accordance with certain standards
under protocols that detail the objectives of the study, the parameters to be
used to monitor safety, and the efficacy criteria to be evaluated. Each protocol
must be submitted to the FDA. The phases of clinical studies may overlap. The
designation of a clinical trial as being of a particular phase is not
necessarily indicative that such a trial will be sufficient to satisfy the
parameters of a particular phase, and a clinical trial may contain elements of
more than one phase notwithstanding the designation of the trial as being of a
particular phase. We cannot assure you that the results of preclinical studies
or early stage clinical trials will predict long-term safety or efficacy of our
compounds when they are tested or used more broadly in humans. Various federal
and state statutes and regulations also govern or influence the research,
manufacture, safety, labeling, storage, record keeping, marketing, transport, or
other aspects of such products. The lengthy process of seeking these approvals
and the compliance with applicable statutes and regulations require the
expenditure of substantial resources. Any failure by us or our any future
collaborators or licensees to obtain, or any delay in obtaining, regulatory
approvals could adversely affect the marketing of our product candidates and any
other products and our ability to receive product or royalty revenue.

EMPLOYEES

         We currently have 4 employees: a president & chief executive officer, a
chief financial officer & chief operating officer, a manager of clinical
development and an administrative assistant.

PROPERTIES

         Since February 2003, our executive offices have been located at 787
Seventh Avenue, 48th Floor, New York, New York 10019. We currently occupy this
space pursuant to an oral understanding under which we pay rent of approximately
$6,400 per month. We are currently negotiating a longer-term written lease with
our landlord and we anticipate our monthly rental payments to remain at that
amount.

         We believe that our existing facilities are adequate to meet our
current requirements. We do not own any real property.

LEGAL MATTERS

         We are not a party to any material litigation and are not aware of any
threatened litigation that would have a material adverse effect on our business.


                                       24
<PAGE>


                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name                                                       Age   Position
- ----                                                       ---   --------
<S>                                                        <C>   <C>
Leonard Firestone, M.D...............................       51   President and Chief Executive Officer and Director

Nicholas J. Rossettos, C.P.A.........................       38   Chief Financial Officer, Chief Operating Officer
                                                                 and Secretary

Joshua Kazam.........................................       26   Director

Michael Weiser, M.D., Ph.D...........................       40   Director

Joan Pons............................................       53   Director

David M. Tanen.......................................       32   Director
</TABLE>

         LEONARD FIRESTONE, M.D., has been President, Chief Executive Officer
and a director of our company since completion of the merger transaction with
Manhattan Research Development in February 2003. Prior to the merger, Dr.
Firestone served as president and chief executive officer of Manhattan Research
Development since January 2003. From 2001 until he joined Manhattan Research
Development, Dr. Firestone served as chief executive officer, director, and
chief medical officer of Innovative Drug Delivery Systems, Inc., a
privately-held, specialty pharmaceutical development company focused on pain
relievers. Dr. Firestone previously was chief executive officer and chairman of
University Anesthesiology and Critical Care Medicine Foundation, Inc., one of
America's largest clinical practice management companies, from 1996 to 2001, as
well as Chair of that Foundation's Pension Trustees from 1996 to 2001. He was
awarded the endowed, University Professorship in his specialty at the University
of Pittsburgh, and also held faculty appointments at Harvard Medical School
(Massachusetts General Hospital), and Yale School of Medicine. Dr. Firestone
received an M.D. from Yale University, where he also was a resident and clinical
Fellow, and remains certified by his specialty Board. Dr. Firestone is a trained
pharmacologist as well as clinician, having served as a National Institutes of
Health (NIH) Postdoctoral Fellow at Harvard University, and has held prestigious
NIH Principal Investigatorships consecutively from 1985 - 2001 and been a member
of numerous NIH review committees and panels.

         NICHOLAS J. ROSSETTOS has been our Chief Financial Officer and
Treasurer since April 2000 and our Chief Operating Officer since February 2003.
From February 1999 until joining our company, Mr. Rossettos was Manager of
Finance for Centerwatch, a pharmaceutical trade publisher headquartered in
Boston, Massachusetts, that is a wholly owned subsidiary of Thomson Corporation
of Toronto, Canada. Prior to that, from 1994, he was Director of Finance and
Administration for EnviroBusiness, Inc., an environmental and technical
management-consulting firm headquartered in Cambridge, Massachusetts. Mr.
Rossettos is a certified public accountant and holds an M.S. in Accounting and
M.B.A. from Northeastern University.

         JOSHUA KAZAM has been a director of our company since the completion of
our merger transaction with Manhattan Research Development, Inc. in February
2003. He served as a director of Manhattan Research Development since December
2001. Since 2001, Mr. Kazam has been the Director of Investment for the Orion
Biomedical Fund, a New York based private equity fund focused on biotechnology
investments. Mr. Kazam attended the Wharton School of the University of
Pennsylvania where he focused in finance and entrepreneurial management.


                                       25
<PAGE>

         MICHAEL WEISER, M.D., PH.D., has been a director of our company since
the completion of our merger transaction with Manhattan Research Development,
Inc. in February 2003. He served as a director of Manhattan Research Development
since December 2001 and as its Chief Medical Officer from its inception until
August 2001. Dr. Weiser is currently also the Director of Research of Paramount
Capital Asset Management. Dr. Weiser is also a member of Orion Biomedical GP,
LLC, and serves on the board of directors of several privately held companies.
Dr. Weiser received an M.D. from New York University School of Medicine and a
Ph.D. in Molecular Neurobiology from Cornell University Medical College. Dr.
Weiser completed a Postdoctoral Fellowship in the Department of Physiology and
Neuroscience at New York University School of Medicine and performed his
post-graduate medical training in the Department of Obstetrics and Gynecology
and Primary Care at New York University Medical Center. Dr. Weiser will dedicate
only a portion of his time to our business.

         JOAN PONS has been a director of our company since February 21, 2003,
the date of our merger with Manhattan Research Development. Prior to the merger,
he served as a director of Manhattan Research Development from 2002. Since 2002,
Mr. Pons has served chief executive officer of Oleoyl-Estrone Development S.L.,
a spin-off of the University of Barcelona. Pursuant to a January 2002 license
agreement, we hold an exclusive worldwide license to several patents and patent
applications relating to oleoyl-estrone, which are owned by Oleoyl-Estrone
Development. From 1999 until joining Oleoyl-Estrone Development, Mr. Pons has
served as Director of Franchising of Pans & Company, a fast-food company. From
1972 until 1999, Mr. Pons was employed in various finance and sales capacities
by Gallina Blanca Purina S.A., a joint venture between St. Louis, Missouri based
Ralston Purina Co. and Spanish based Agrolimen S.A., most recently serving as
its National Sales & Marketing Director.

         DAVID M. TANEN has been a director of our company since January 2002.
Since 1996, Mr. Tanen has served as an associate director of Paramount Capital,
where he has been involved in the founding of a number of biotechnology start-up
companies. Since February 2003, Mr. Tanen has also served as a director of
Chiral Quest, Inc. (OTC: CQST) and he also serves as an officer or director of
several other privately held development-stage biotechnology companies. Mr.
Tanen holds a law degree from Fordham University School of Law.

         There are no family relationships among our executive officers or
directors.


                                       26
<PAGE>


COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth, for the last three fiscal years, the
compensation earned for services rendered in all capacities by our chief
executive officer and the other highest-paid executive officers serving as such
at the end of 2003 whose compensation for that fiscal year was in excess of
$100,000. The individuals named in the table will be hereinafter referred to as
the "Named Officers." No other executive officer of Manhattan received
compensation in excess of $100,000 during fiscal year 2003.


<TABLE>
<CAPTION>
                                           Summary Compensation Table
- ------------------------------------------- --------------------------------------------- ---------------- ------------------
                                                                                             LONG-TERM
                                                                                           COMPENSATION        ALL OTHER
                                                        ANNUAL COMPENSATION                   AWARDS       COMPENSATION ($)
- ------------------------------------------- --------------------------------------------- ---------------- ------------------
                                                                                            SECURITIES
                                                                         OTHER ANNUAL       UNDERLYING
NAME AND PRINCIPAL POSITION        YEAR     SALARY($)     BONUS($)      COMPENSATION ($)   OPTIONS/SARS(#)
- ---------------------------------- -------- ----------- -------------- ------------------ ---------------- ------------------
<S>                                <C>        <C>          <C>                   <C>             <C>               <C>
Leonard Firestone (1)              2003       250,000      200,000               0               584,060           0
  Chief Executive Officer and      2002            --           --              --                    --          --
  President                        2001            --           --              --                    --          --
- ---------------------------------- -------- ----------- -------------- ------------------ ---------------- ------------------
Nicholas J. Rossettos              2003       142,788       25,000          22,397(2)            292,030
  Chief Operating Officer,         2002       107,645       25,000          10,000(3)             55,000           0
  Chief Financial Officer,         2001       125,000       25,000          10,000(3)             10,000           0
  Treasurer & Secretary
- ---------------------------------- -------- ----------- -------------- ------------------ ---------------- ------------------
</TABLE>

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

(1)      Dr. Firestone became chief executive officer of Manhattan Research
         Development, Inc. in January 2003 and, following the merger with
         Atlantic Technology Ventures, Inc. on February 21, 2003, he was
         appointed chief executive officer of our company. The above table
         reflects Dr. Firestone's combined compensation received from Manhattan
         Research Development and our company during fiscal 2003.

(2)      Represents salary deferred from the prior fiscal year and prior to
         February 24, 2003.

(3)      Represents matching contributions by us pursuant to our company's
         SAR-SEP retirement plan.


                                       27
<PAGE>


OPTIONS AND STOCK APPRECIATION RIGHTS

         The following table contains information concerning the grant of stock
options under our stock option plans and otherwise to the executive officers
identified below during the 2003 fiscal year.

<TABLE>
<CAPTION>

              Option Grants in Last Fiscal Year (Individual Grants)

                                      NUMBER OF         PERCENT OF TOTAL
                                     SECURITIES           OPTIONS/SARS
                                     UNDERLYING            GRANTED TO
                                    OPTIONS/SARS          EMPLOYEES IN         EXERCISE OR BASE
            NAME                    GRANTED (#)            FISCAL YEAR        PRICE ($/SHARE)(1)     EXPIRATION DATE
- -----------------------------    -------------------    ------------------    -------------------   ------------------
<S>                                 <C>                   <C>                 <C>                    <C>
Dr. Firestone..............            584,600                 67                   0.40                2/24/2013

Mr. Rossettos..............            292,030(2)              33                   0.40                2/24/2013
</TABLE>

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

(1)  Exercise price is based on the closing sale price of our common stock on
     the last trading day preceding the grant date.

(2)  Option vests 50 percent on February 24, 2004 and 50 percent on February 24,
     2005.


                                       28
<PAGE>


OPTION EXERCISE AND HOLDINGS

         The following table provides information with respect to the executive
officers named below concerning the exercisability of options during the 2003
fiscal year and unexercisable options held as of the end of the 2003 fiscal
year. No stock appreciation rights were exercised during the 2003 fiscal year,
and no stock appreciation rights were outstanding at the end of that fiscal
year.

<TABLE>
<CAPTION>
                 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- ----------------------------- -------------- ---------------- -------------------------------- ------------------------------------
                                                                                                VALUE OF UNEXERCISED IN-THE-MONEY
                                                               NO. OF SECURITIES UNDERLYING     OPTIONS/SARS AT FY-END (MARKET
                                                                UNEXERCISED OPTIONS/SARS AT     PRICE OF SHARES AT FY-END LESS
                                 SHARES                                 FY-END (#)                   EXERCISE PRICE) ($)(2)
                                ACQUIRED         VALUE        -------------------------------- ------------------------------------
NAME                           ON EXERCISE    REALIZED (1)     EXERCISABLE    UNEXERCISABLE      EXERCISABLE       UNEXERCISABLE
- ----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
<S>                           <C>            <C>              <C>            <C>               <C>               <C>
Dr. Firestone                          0             --           584,600              0           689,828                  0
- ----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
Mr. Rossettos                          0             --           208,515        158,515           192,573            176,423
- ----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
</TABLE>

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

(1)  Equal to the fair market value of the purchased shares at the time of the
     option exercise over the exercise price paid for those shares.

(2)  Based on the fair market value of our common stock on December 31, 2003 of
     $1.58 per share, the closing sales price per share on that date on the OTC
     Bulletin Board.

LONG TERM INCENTIVE PLAN AWARDS

         No long term incentive plan awards were made to any of our executive
officers during the last fiscal year.

COMPENSATION OF DIRECTORS

         Non-employee directors are eligible to participate in an automatic
stock option grant program pursuant to the 1995 stock option plan. Non-employee
directors are granted an option for 10,000 shares of common stock upon their
initial election or appointment to the board and an option for 2,000 shares of
common stock on the date of each annual meeting of our stockholders for those
non-employee directors continuing to serve after that meeting. During 2003 our
board members did not receive any cash compensation for their services as
directors, although directors are reimbursed for reasonable expenses incurred in
connection with attending meetings of the board and of committees of the board.

EMPLOYMENT AGREEMENTS

         LEONARD FIRESTONE, M.D.

         Upon completion of the merger transaction with Manhattan Research
Development, Inc. on February 21, 2003, Leonard Firestone, M.D. was appointed
President and Chief Executive Officer. Dr. Firestone's employment with us is
governed by a January 2003 employment agreement originally entered into between
he and Manhattan Research Development, which we assumed following the merger.
The agreement provides for term of employment that may be extended for
additional one (1) year periods thereafter. Dr. Firestone was entitled to
receive a base salary equal to $250,000 and up to an additional $150,000 upon
the successful achievement of certain performance based milestones. In addition,
in accordance with his employment agreement, upon the completion of the
Manhattan Research Development merger, Dr. Firestone received an option to
purchase an aggregate of 584,600 shares of our common stock at a price of $0.40
per share. The option vested on January 2, 2004.


                                       29
<PAGE>

         We entered into a new employment agreement with Dr. Firestone dated
January 2, 2004. Under the terms of his new employment agreement, Dr. Firestone
is entitled to a base salary of $325,000 per year and a guaranteed bonus of
$75,000 payable on each anniversary of the employment agreement so long as Dr.
Firestone remains employed by us, and up to an additional $200,000 upon the
achievement of certain performance related milestones. In addition, Dr.
Firestone is eligible to receive a discretionary bonus in an amount up to his
base salary, as determined by the board of directors in its discretion. We also
agreed to grant to Dr. Firestone options to purchase an additional 600,000
shares of our common stock under our 2003 Stock Option Plan, which option will
vest in two equal installments on the first and second anniversaries of his
employment agreement.

         NICHOLAS J. ROSSETTOS

         Mr. Rossettos' employment with us is pursuant to a February 2003
employment agreement. This agreement has a two-year term ending on February 21,
2005, which may be extended for additional one (1) year periods thereafter.
Under the agreement, Mr. Rossettos is entitled to an annual salary of $150,000
in addition to health, disability insurance and other benefits. Pursuant to his
employment agreement, on February 24, 2003, Mr. Rossettos was granted an option
to purchase an aggregate of 1,460,150 shares of common stock at a price of $0.40
per share. The option vests in two equal installments on each of February 24,
2004 and February 24, 2005. Mr. Rossettos and his dependents are eligible to
receive paid medical and long term disability insurance and such other health
benefits as we make available to other senior officers and directors. Mr.
Rossettos reports to the Chief Executive Officer and President.

         JOSHUA KAZAM

         Mr. Kazam provides services to our company pursuant to a consulting
agreement dated March 1, 2003. The consulting agreement provides that Mr. Kazam
will render services to us in connection with corporate financing activities and
preparation of grant applications that we may from time to time need. We are
required to pay to Mr. Kazam $4,167 per month during the term of the consulting
agreement. The consulting agreement provides for a term of one year, which may
be extended for 30 day periods thereafter. The consulting agreement also
provides that either we or Mr. Kazam may terminate the agreement upon 30 days'
notice.

         MICHAEL WEISER, M.D., PH.D.

         Dr. Weiser provides services to our company pursuant to a consulting
agreement dated March 1, 2003. The consulting agreement provides that Dr. Weiser
will provide scientific advisory services to us in the areas of obesity and drug
delivery. We are required to pay to Dr. Weiser $6,250 per month during the term
of the consulting agreement. The consulting agreement provides for a term of one
year, which may be extended for 30 day periods thereafter. The consulting
agreement also provides that either we or Mr. Kazam may terminate the agreement
upon 30 days' notice.


                                       30
<PAGE>


                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding beneficial
ownership of the our common stock as of January 12, 2004, by (i) each person
known by us to be the beneficial owner of more than 5 percent of the outstanding
common stock, (ii) each director, (iii) each executive officer, and (iv) all
executive officers and directors as a group. The number of shares beneficially
owned is determined under rules promulgated by the SEC, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of the date hereof,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Including those shares in the tables does not, however,
constitute an admission that the named stockholder is a direct or indirect
beneficial owner of those shares. Unless otherwise indicated, each person or
entity named in the table has sole voting power and investment power (or shares
that power with that person's spouse) with respect to all shares of capital
stock listed as owned by that person or entity. Unless otherwise indicated, the
address of each of the following persons is 787 Seventh Avenue, 48th Floor, New
York, New York 10019.


<TABLE>
<CAPTION>
                                                                        SHARES
          NAME                                                    BENEFICIALLY OWNED           PERCENT OF CLASS
          ----                                                    ------------------           ----------------
<S>                                                               <C>                          <C>
          Leonard Firestone(1).................................        584,060                       2.1

          Nicholas J. Rossettos(2).............................        208,515                        *

          Joshua Kazam.........................................        244,025                        *

          Michael Weiser.......................................      1,367,561                       5.1

          Joan Pons(3).........................................      4,157,037                      15.5

          David M. Tanen(4)....................................        377,814                       1.4

          All directors and officers as a group (5)                  6,939,012                      26.6

          Lindsay A. Rosenwald(6)..............................      3,345,961                      12.4

          Oleoylestrone Developments, SL(7)....................      4,157,037                      15.5
              Josep Samitier 1-5, Barcelona Science Park
              08028 Barcelona Spain

          Jay Lobell(8)........................................      4,078,890                      15.1
              365 West End Avenue
              New York, New York 10024
</TABLE>

- -----------
         *   Less than 1.0%

      (1)   Includes 584,060 shares issuable upon the exercise (at a price of
            $0.40 per share) of a vested option.

      (2)   Includes shares underlying options that are currently exercisable,
            or will be exercisable within 60 days: (i) 10,000 shares issuable
            upon exercise at a price of $20.94 per share; (ii) 10,000 shares
            issuable upon exercise at a price of $4.375 per share of an option;
            (iii) 17,500 shares issuable upon the exercise at a price of $1.25
            per share; (iv) 25,000 shares issuable upon exercise at a price of
            $1.00 per share; and (v) 146,015 shares issuable upon exercise at a
            price of $0.40 per share. Does not include the following shares
            issuable upon exercise of options that are not currently
            exercisable: (a) 146,015 shares issuable upon the exercise (at a
            price of $0.40 per share) of an option that vests on February 24,
            2005; (b) 2,500 shares issuable upon the exercise (at a price of
            $1.25 per share) of an option vesting on February 19, 2005; and (c)
            10,000 shares issuable upon the exercise (at a price of $1.25 per
            share) of an option that vests in February 2007.

      (3)   Represents shares beneficially owned by Oleoylestrone Developments,
            SL, of which Mr. Pons is chief executive officer.

                                       31
<PAGE>


      (4)   Includes shares underlying options that are currently exercisable,
            or will be exercisable within 60 days: (i) 8,833 shares issuable
            upon exercise at a price of $1.25 per share and (ii) 400 shares
            issuable upon exercise at a price of $0.40 per share. Does not
            include the following shares issuable upon exercise of options that
            are not currently exercisable: (i) 667 shares issuable upon exercise
            (at a price of $1.25 per share) of an option that vests on January
            28, 2005 and (ii) 2,500 shares issuable upon exercise (at a price of
            $1.25 per share) of an option that vests on January 28, 2005.

      (5)   Includes 801,808 shares issuance upon exercise of options. Does not
            include any shares held by Oleoylestrone Developments, SL, of which
            Mr. Pons is chief executive officer.

      (6)   Includes 221,109 shares of common stock issuable upon conversion of
            24,322 shares of Series A Convertible Preferred Stock held by Dr.
            Rosenwald. Dr. Rosenwald is the sole owner of both Huntington Street
            Corporation and June Street Corporation. Dr. Rosenwald is also the
            Chairman of Paramount Capital, Inc. Dr. Weiser and Messrs. Kazam and
            Tanen are employed by Paramount Capital, Inc. or one of its
            affiliates.

      (7)   Mr. Pons is the chief executive officer of Oleoylestrone
            Developments, SL.

      (8)   Includes 88,345 shares of common stock issuable upon conversion of
            9,718 shares of Series A Convertible Preferred Stock held by Mr.
            Lobell. Also includes 3,788,441 shares of common stock held by eight
            separate trusts with respect to which Mr. Lobell is either trustee
            or manager and in either case has investment and voting power,
            including 220,855 shares of common stock issuable upon conversion of
            24,294 shares of Series A Convertible Preferred Stock.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Pursuant to the terms of a license agreement dated February 15, 2002 by
and between Manhattan Research Development, Inc., our wholly owned subsidiary,
and Oleoylestrone Developments, SL, we have an exclusive, worldwide license to
U.S. and foreign patents and patent applications relating to certain
technologies. Although we are not obligated to pay royalties to Oleoylestrone
Developments, the license agreement requires us to make certain
performance-based milestone payments. See "Business - Intellectual Property." As
a result of our acquisition of Manhattan Research Development in February 2003,
Oleoylestrone Developments owns approximately 16 percent of our outstanding
common stock. Additionally, Mr. Pons, a member of our board of directors, is
chief executive officer of Oleoylestrone Developments. We believe that our
agreement with Oleoylestrone Developments was made on terms no less favorable to
us than could have been obtained from unaffiliated third parties.

         Dr. Weiser and Mr. Kazam, directors of our company, each provide
consulting services to us pursuant in exchange for monthly compensation of
$6,250 and $4,167, respectively. See "Management - Employment Agreements."

         Dr. Weiser and Messrs. Kazam and Tanen, all of whom are directors of
our company, are employees of Paramount Capital, Inc. or its affiliates, a
corporation of which Dr. Lindsay A. Rosenwald is the chairman and sole
shareholder. Dr. Rosenwald beneficially owns approximately 12.4 percent of our
common stock and various trusts established for the benefit of Dr. Rosenwald or
members of his immediate family beneficially own 14.2 percent of our outstanding
common stock. Collectively, Dr. Weiser and Messrs. Kazam and Tanen beneficially
own 7.4 percent of our outstanding common stock.


                                       32
<PAGE>

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

         Our common stock was listed on the Nasdaq SmallCap Market until August
2001 and since that times it has been quoted on the Over-the-Counter Bulletin
Board, or "OTC Bulletin Board." Our common stock trades on the OTC Bulletin
Board under the symbol "MHTT.OB." The following table lists the high and low
price for our common stock (as adjusted for our 1-for-5 stock combination
effected on September 25, 2003) as quoted on the OTC Bulletin Board during each
quarter within the last two fiscal years:

<TABLE>
<CAPTION>
                                                            PRICE RANGE
                                                 --------------- --- ---------------
QUARTER ENDED                                         HIGH                LOW
- ---------------------------------------------    ---------------     ---------------
<S>                                              <C>                 <C>
March 31, 2002..............................         $1.500              $0.800
June 30, 2002...............................          1.700               0.600
September 30, 2002..........................          0.950               0.500
December 31, 2002...........................          0.850               0.250

March 31, 2003..............................         $0.850              $0.250
June 30, 2003...............................          1.650               0.600
September 30, 2003..........................          2.500               1.100
December 31, 2003...........................          2.000               1.200
</TABLE>

         The quotations from the OTC Bulletin Board reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.

RECORD HOLDERS

         The number of holders of record of our common stock as of January 9,
2004 was 370. The number of record holders of our Series A Convertible Preferred
Stock was 154 as of January 2, 2004.

DIVIDENDS

         We have not paid or declared any dividends on our common stock and we
do not anticipate paying dividends on our common stock in the foreseeable
future.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the resale of any of the shares
offered by this prospectus by the selling stockholders.


                                       33
<PAGE>


                              SELLING STOCKHOLDERS

         The following table sets forth the number of shares of the common stock
owned by the selling stockholders as of January 12, 2004, and after giving
effect to this offering.

<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
                            SHARES ISSUED IN CONNECTION WITH JANUARY 2004 PRIVATE PLACEMENT
<S>                                        <C>            <C>             <C>             <C>             <C>
 Atlas Fund,LLC............................. 1,818,181     1,818,181               0                0           --
 MHR Capital Partners, L.P.................. 1,323,186       764,988               0                0           --
 Jacob Gottlieb ............................ 2,045,453(2)    227,272               0                0           --
 Mark Rechesky..............................   454,546       454,546               0                0           --
 Hillel Goldstein...........................    14,546        14,546               0                0           --
 Sai Devabhaktuni...........................    45,455        45,455               0                0           --
 Mark Rosenberg.............................     9,091         9,090               0                0           --
 Emily Fine.................................    18,182        18,181               0                0           --
 Tariq Fancy................................     2,728         2,728               0                0           --
 Luciano M. Murelli.........................    13,650        13,650               0                0           --
 Paramount Capital, Inc.....................   925,576             0               0          326,499           --
   Subtotal:                                               3,368,637                          326,499

                      SHARES ISSUED IN CONNECTION WITH SERIES A PREFERRED STOCK PRIVATE PLACEMENT

 Allied Diesel Service, Inc. Employee
   Profit Sharing Plan.......................   24,290             0          24,290                0           --
 Alfonse M. D'Amato Defined Benefit Plan.....   97,180             0          97,180                0           --
 Andrew Grossman D/C Profit Sharing Plan.....   25,887             0          24,290                0            *
 Anthony Argyrides...........................   26,498             0          24,290            2,208           --
 Anthony Polak "S"...........................  181,670(3)          0          24,290                0            *
 Anthony Polak IRA...........................  181,670(3)          0          24,290                0            *
 Artero Inc..................................  132,500             0          58,310                0            *
 Artero Profit Sharing Plan..................   27,900             0          24,290                0            *
 Asher Family Trust..........................   48,590             0          48,590                0           --
 Autobuy Inc.................................   24,290             0          24,290                0           --
 Barbara Coffee..............................   24,290             0          24,290                0           --
 Barbara Scharf..............................   24,290             0          24,290                0           --
 Bill McCurtain..............................   24,290             0          24,290                0           --
 Brapo Associates............................   24,290             0          24,290                0           --
 Bruce Gomberg...............................   24,290             0          24,290                0           --
 Catharina Polak Trust.......................   24,290             0          24,290                0           --
 Catherine Hicks.............................   24,290             0          24,290                0           --
 Charles Harris..............................   97,180             0          97,180                0           --
 Charles Re Profit Sharing Plan..............   26,287             0          24,290                0            *
 Daniel Berkowitz IRA........................   24,790             0          24,290                0            *
 David Lasco.................................   97,180             0          97,180                0           --
 David Minkoff...............................   26,498             0          24,290            2,208           --
 David Phipps................................   24,290             0          24,290                0           --
 David Swerdloff IRA.........................   24,290             0          24,290                0           --
 Davis & Barbara Gaynes......................   24,290             0          24,290                0           --
 Dean M. Erickson '79 Irrevocable Trust......   68,020             0          68,020                0           --
 Domanco Ventura Capital.....................   24,290             0          24,290                0           --
</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
<S>                                           <C>          <C>            <C>            <C>              <C>
 Drew Netter IRA.............................   24,290             0          24,290                0           --
 Edgar & Kim Massabni........................   24,290             0          24,290                0           --
 Edward Lewitt...............................   24,290             0          24,290                0           --
 Elias Sayour Foundation.....................   25,942             0          24,290                0            *
 Elizabeth Genzer Trust......................   24,290             0          24,290                0           --
 Elliot & Ronald Fatoullah...................   25,617             0          24,290                0            *
 Emeric R. Holderith.........................    9,720             0           9,720                0           --
 Equity Interest Inc.........................   24,290             0          24,290                0           --
 Far Ventures................................   32,893             0          24,290                0            *
 Florence E. Luvera..........................   24,290             0          24,290                0           --
 Frederick Polak.............................   25,090             0          24,290                0            *
 Gary Stadtmauer.............................   24,290             0          24,290                0           --
 Girish C. Sham..............................   24,290             0          24,290                0           --
 Harari Family LLC...........................   24,290             0          24,290                0           --
 Howard Tooter...............................   24,290             0          24,290                0           --
 Jack Polak..................................   24,290             0          24,290                0           --
 Jerry & Lilli Weinger.......................   97,180             0          97,180                0           --
 Joan Grillo.................................   24,290             0          24,290                0           --
 John Gross IRA..............................   24,885             0          24,290                0            *
 Jon Rubin Trust.............................   24,290             0          24,290                0           --
 Jonathan Rothchild..........................  134,300             0          87,460                0            *
 Jonathan Young IRA..........................   48,590             0          48,590                0           --
 Joseph & Dorothy Papp.......................   24,290             0          24,290                0           --
 Joseph Cavanagh.............................   97,180             0          97,180                0           --
 Judith & Jerry Huff.........................    9,720             0           9,720                0           --
 Kevin Clarke IRA............................   24,290             0          24,290                0           --
 Kim Cirelli.................................   24,290             0          24,290                0           --
 Landing Wholesale Group Defined.............   19,440             0          19,440                0           --
 Larry & Rebecca Warner......................   11,660             0          11,660                0           --
 Lee Pearlmutter Trust.......................   9,7200             0           9,720                0           --
 Leonard Greenbaum...........................   35,333             0          24,290           11,043           --
 Leslie & Sybil Rosenberg....................   24,290             0          24,290                0           --
 Mark Engelbert..............................   24,290             0          24,290                0           --
 Margrit Polak "S"...........................   24,630             0          24,290                0            *
 Mark Children's Trust.......................   24,290             0          24,290                0           --
 Maura Kelly.................................   24,290             0          24,290                0           --
 Michael & Lorraine Gelardi..................   25,290             0          24,290                0            *
 Michael Berlinger...........................   24,290             0          24,290                0           --
 Michael Stone...............................   48,590             0          48,590                0           --
 Michele Tarica..............................   24,290             0          24,290                0           --
 MRC Computer Profit Sharing Plan............   24,590             0          24,290                0            *
 Murray & Claire Stadtmauer..................   24,590             0          24,290                0            *
 Nancy Lane..................................   24,290             0          24,290                0           --
 Nanette Grossman............................   24,290             0          24,290                0           --
 Norton & Joan Hight.........................   24,690             0          24,290                0            *
 Paul McMillman & Susan Herzog...............   24,290             0          24,290                0           --
 Penny Chin..................................    7,290             0           7,290                0           --
 Peter Guardino IRA..........................   24,290             0          24,290                0           --
 Philip Wasserman............................   24,290             0          24,290                0           --
</TABLE>


                                       35
<PAGE>

<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
<S>                                           <C>          <C>            <C>            <C>              <C>
 Randall Hight...............................   48,710             0          48,590                0            *
 Richard Kent................................   97,180             0          97,180                0           --
 Richard Wallace.............................   24,290             0          24,290                0           --
 RL Capital Partners.........................   26,191             0         242,940                0            *
 Robert Nash.................................   24,290             0          24,290                0           --
 Robert Rosenberg............................   24,290             0          24,290                0           --
 Robert Shapiro..............................   24,390             0          24,290                0            *
 Fiserve Securities A/C/F Roger R.
   Marks IRA.................................   24,687             0          24,290                0            *
 Rolanda Mendelle............................   24,290             0          24,290                0           --
 Ronald Lazar................................   29,692             0          24,290           61,837            *
 Ronald Lazar IRA............................   78,282             0          72,880                0            *
 Royal Pool..................................   24,290             0          24,290                0           --
 Scott & Charlotte Kaiden....................   24,290             0          24,290                0           --
 Sheila Fligel...............................   24,290             0          24,290                0           --
 Siegfried Mangels...........................   24,290             0          24,290                0           --
 Sim Farar...................................   97,180             0          97,180                0           --
 Steve Roman.................................   24,290             0          24,290                0           --
 Surinvest, Inc..............................   48,590             0          48,590                0           --
 Susan Zverin................................   24,690             0          24,290                0            *
 Teddy Chasanoff.............................   24,290             0          24,290                0           --
 Tim Moi.....................................    9,720             0           9,720                0           --
 William & Deborah Hicks.....................    9,720             0           9,720                0           --
 William H. Peterson Living Trust............   48,590             0          48,590                0           --
 William Liange..............................   24,290             0          24,290                0           --
 Wolfe F. Model..............................   24,687             0          24,290                0            *
 Albert Fried, Jr............................   48,590             0          48,590                0           --
 Alexander Pomper............................   48,590             0          48,590                0           --
 Alfred J. Sollami...........................   53,540             0          53,450                0           --
 Balanced Invesment LLC......................  348,028             0         242,940                0            *
 Benito Bucay................................   24,290             0          24,290                0           --
 Bruno Widmer................................   24,290             0          24,290                0           --
 Cooper A. McIntosh, MD......................   24,290             0          24,290                0           --
 David Jaroslawicz...........................   97,180             0          97,180                0           --
 David J. Bershad............................   72,880             0          72,880                0           --
 David W. Ruttenberg.........................   48,590             0          48,590                0           --
 E & M RP Trust..............................  145,770             0         145,770                0           --
 Eugenia VI Venture Holdings, Ltd............  485,890             0         485,890                0           --
 Gary Strauss................................   64,140             0          64,140                0           --
 Hahn Family Grandchildrens Trust............   48,590             0          48,590                0           --
 Harry & Susan Newton........................   99,180             0          97,180                0            *
 Howard Gittis...............................   97,180             0          97,180                0           --
 Isaac & Ivette Dabah 2002 Trust.............   97,180             0          97,180                0           --
 James Daly..................................   24,290             0          24,290                0           --
 J. Jay Lobell...............................4,078,890(4)            0          97,180                0         14.8
 Jose & Magdalena Sanchez-Padilla............   24,290             0          24,290                0           --
 Joseph Hickey...............................   97,180             0          97,180                0           --
 Joseph Natiello.............................   97,180             0          97,180                0           --
 Joseph Vale.................................  194,350             0         194,350                0           --
 Keys Foundation.............................  583,060             0         583,060                0           --
</TABLE>



                                       36
<PAGE>


<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
<S>                                           <C>          <C>            <C>            <C>              <C>
 Rosenwald 2000 Family Trust.................  520,011             0         242,940                0          1.0
 Larry & Shirley Kessel......................   24,290             0          24,290                0           --
 Lindsay A. Rosenwald, M.D...................2,536,864             0         243,220                0          8.6
 Marc Florin IRA.............................   48,590             0          48,590                0           --
 Mario Pasquel & Begona Miranda..............   29,150             0          29,150                0           --
 Mega International Corp.....................   29,150             0          29,150                0           --
 Michael H. Schwartz Profit Sharing Plan.....   48,590             0          48,590                0           --
 PCC Tagi (Series K) LLC.....................  971,770             0         971,770                0           --
 Perceptive Life Sciences Master Fund,
   Ltd.......................................  291,530             0         291,530                0           --
 Quogue Capital, LLC.........................   97,180             0          97,180                0           --
 Regen Capital II............................   48,590             0          48,590                0           --
 Rene Dominguez..............................   14,580             0          14,580                0           --
 Richard Molinsky............................   48,590             0          48,590                0           --
 Robert J. Leaf..............................   48,590             0          48,590                0           --
 Roberto Segovia.............................   26,636             0          24,290                0            *
 Roger & Margaret Coleman....................   48,590             0          48,590                0           --
 Roger Lipton................................   48,590             0          48,590                0           --
 Scott A. Katzmann...........................  106,890             0         106,890                0           --
 Scott Whitaker..............................   24,290             0          24,290                0           --
 Simon Family Trust dtd 1/21/83..............   24,290             0          24,290                0           --
 Steven M. Oliveira 1998 Charitable..........   48,590             0          48,590                0           --
 The Alfred J. Anzalone Family Limited.......   48,590             0          48,590                0           --
 Tis Prager..................................   72,880             0          72,880                0           --
 Tokenhouse Trading S.P......................  194,085             0          97,180                0            *
 Vitel Ventures Corporation .................  242,890             0         242,940                0           --
 Winton Capital Holdings Ltd.................  242,940             0         242,940                0           --
 Wolcot Capital, Inc.........................   48,590             0          48,590                0           --
 ZWD Investments, LLC........................  485,890             0         485,890                0           --
 David Fresne................................   20,320             0               0           20,320           --
 Kevin Cannon................................   17,667             0               0           17,667           --
 Eric Foster.................................    2,208             0               0            2,208           --
 Anthony Polak...............................  181,670(3)          0               0          132,495            *
 Isaiah Edwards..............................    6,625             0               0            6,625           --
 Rod Dudley..................................    4,417             0               0            4,417           --
 Robin Arias.................................    4,417             0               0            4,417           --
 Tim Moi.....................................      884             0               0              884           --
 Daniel D'Amato..............................   20,540             0               0           20,540           --
 Joe Jaigobind...............................   17,668             0               0           17,668           --
 Chirag Choudrey.............................    2,208             0               0            2,208           --
 Joe Richman.................................    3,268             0               0            3,268           --
 Paramount Capital, Inc......................  925,576             0               0          599,077           --
    SUBTOTAL:                                                      0      10,000,000          909,090
</TABLE>


                                       37
<PAGE>

<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
             SHARES ISSUED IN CONNECTION WITH JANUARY 2003 OFFERING BY MANHATTAN RESEARCH DEVELOPMENT, INC.
<S>                                           <C>          <C>            <C>            <C>              <C>
 Robert L. McEntire.......................... 174,757        158,870               0          15,887            --
 Stanley  & Lucile Slocum.................... 174,757        158,870               0          15,887            --
 Paul & Teri Salwasser.......................  79,014         71,080               0           7,934            --
 Donald Halla................................  79,014         71,080               0           7,934            --
 William E. Froelich III.....................  79,014         71,080               0           7,934            --
 Jean Melchior...............................  79,014         71,080               0           7,934            --
 Alabama Properties LLC                        79,014         71,080               0           7,934            --
 Fred Mancheski..............................  79,014         71,080               0           7,934            --
 John O. Dunkin..............................  79,014         71,080               0           7,934            --
 Louis Reif..................................  79,014         71,080               0           7,934            --
 Neel B. Ackerman, Jr. & and Martha N.
   Ackerman..................................  79,014         71,080               0           7,934            --
 Mike Pinney.................................  79,014         71,080               0           7,934            --
 William & Lynette Duffel....................  79,014         71,080               0           7,934            --
 Jan Arnett..................................  79,014         71,080               0           7,934            --
 The Bahr Family Limited Partnership.........  79,014         71,080               0           7,934            --
 Rauls Family Limited Partnership............ 524,273        476,612               0          47,661            --
 Richard Addeo............................... 349,516        317,742               0          31,774            --
 Barry J. Lind Revocable Trust............... 267,136        238,306               0          28,830            --
 John G. Pollock.............................  44,738         40,671               0           4,067            --
 Michael O'Brien.............................  43,689         39,717               0           3,972            --
 James Bistrow...............................  43,689         39,717               0           3,972            --
 Thomas & Tasha Worden.......................  43,689         39,717               0           3,972            --
 Arturo Filipe...............................  43,689         39,717               0           3,972            --
 Wayne Adams.................................  43,689         39,717               0           3,972            --
 Joan & Robert Johnsen.......................  43,689         39,717               0           3,972            --
 Jerrold F. Rosenbaum........................  43,689         39,717               0           3,972            --
 Walter Lukens...............................  43,689         39,717               0           3,972            --
 Robert Edgley...............................  43,689         39,717               0           3,972            --
 David O. Lind...............................  43,689         39,717               0           3,972            --
 Arno D. Hausmann............................  43,689         39,717               0           3,972            --
 Frank T. Donaldson..........................  43,689         39,717               0           3,972            --
 Gat Lee.....................................  43,689         39,717               0           3,972            --
 Vetter Builders, Inc........................  43,689         39,717               0           3,972            --
 Joseph P. Metz..............................  43,689         39,717               0           3,972            --
 Ronald Cowan................................  43,689         39,717               0           3,972            --
 Peter & Barbara Freyburger..................  43,689         39,717               0           3,972            --
 Isaac Dweck.................................  43,689         39,717               0           3,972            --
 Derek Soliday...............................  43,689         39,717               0           3,972            --
 Kenneth Hornik..............................  43,689         39,717               0           3,972            --
 Andrew Gamba................................  43,689         39,717               0           3,972            --
 David M. Cikanek Revocable Living
   Trust dtd 9/8/2000........................  43,689         39,717               0           3,972            --
 Lester Krasno...............................  43,689         39,717               0           3,972            --
 Hyman Lezell Trust..........................  43,689         39,717               0           3,972            --
 Ronald Bartsch..............................  43,689         39,717               0           3,972            --
 JC Investments.............................. 347,868        284,320               0          63,548            --
 Stanley & Lynn Sides........................  26,213         23,830               0           2,383            --
 Med-Tec Investors...........................  43,689         39,717               0           3,972            --
 Kevin Klier.................................  43,689         39,717               0           3,972            --
 Greg Dovolis................................  43,689         39,717               0           3,972            --
 Louis Cerbone...............................  43,689         39,717               0           3,972            --
 Paul Martin.................................  69,903         63,548               0           6,355            --
 William S. Tyrell...........................  43,689         39,717               0           3,972            --
</TABLE>


                                       38
<PAGE>

<TABLE>
<CAPTION>
                                                                            NUMBER OF      NUMBER OF
                                                                             SHARES         SHARES
                                                                           OFFERED BY     OFFERED BY
                                                            NUMBER OF        SELLING        SELLING
                                                           OUTSTANDING     STOCKHOLDER    STOCKHOLDER      PERCENTAGE
                                              SHARES         SHARES       ISSUABLE UPON    ISSUABLE        BENEFICIAL
                                           BEFEFICIALLY    OFFERED BY      CONVERSION        UPON           OWNERSHIP
                                           OWNED BEFORE      SELLING       OF SERIES A     EXERCISE           AFTER
 NAME                                       OFFERING(1)    STOCKHOLDER      STOCK(1)      OF WARRANTS       OFFERING
 ----------------------------------------  -------------- --------------  --------------  --------------  --------------
<S>                                           <C>          <C>            <C>            <C>              <C>
 Richard Pollak..............................  41,942         38,129               0           3,813            --
 Theresa Incagnoli...........................  27,961         25,419               0           2,542            --
 R.J. Burkhalter.............................  17,476         15,887               0           1,589            --
 Roger & Mary Bradshaw.......................  17,476         15,887               0           1,589            --
 S. Alan Lisenby............................. 174,757        158,870               0          15,887            --
 David & Nancy Pudelsky......................  43,689         39,717               0           3,972            --
 Gary Strauss................................  55,922         50,838               0           5,084            --
 Michael Mullen.............................. 509,205              0               0         509,205            --
 Patricia Sorbara............................ 325,304              0               0         325,304            --
 Michelle Markowitz.......................... 325,304              0               0         325,304            --
 Robert Petrozzo............................. 142,983              0               0         142,983            --
 Vito Balsamo................................  95,322              0               0          95,322            --
 Michael Tripodi.............................  39,811              0               0          39,811            --
 Fabio Migliacci.............................  25,419              0               0          25,419            --
 Charles M. Raspa............................  21,842              0               0          21,842            --
 Kris Destefano..............................  15,887              0               0          15,887            --
 Alexandra Milazzo...........................  12,709              0               0          12,709            --
 Ross Insera.................................  11,942              0               0          11,942            --
 Kevin Brody.................................  11,942              0               0          11,942            --
 Leonard Inserra.............................  11,942              0               0          11,942            --
 Ryan Reed...................................  11,942              0               0          11,942            --
 Jeff Blake Woolf............................  11,942              0               0          11,942            --
 Scott Tierney...............................   9,928              0               0           9,928            --
 Drew Tranchina..............................   7,943              0               0           7,943            --
 Alex Elejade................................   7,943              0               0           7,943            --
 Peter Orthos................................   7,943              0               0           7,943            --
 Anthony Stephen Mundy.......................   7,943              0               0           7,943            --
 Harry Mucovic...............................   4,367              0               0           4,367            --
 Lawrence Helbringer.........................   3,970              0               0           3,970            --
 Michael Gordon..............................   3,492              0               0           3,492            --
    Subtotal:                                              4,223,066               0       2,100,195

                                         ISSUANCES TO CONSULTANTS AND ADVISORS

 Stanley Heshka..............................  25,419              0               0          25,419            --
 Louis Arrone................................  25,419              0               0          25,419            --
 Joseph Vaselli..............................  25,419              0               0          25,419            --
 Larry Jameson...............................  25,419              0               0          25,419            --
    Subtotal:                                                      0               0         101,676

    TOTALS                                                 7,591,703      10,000,000       3,437,460
</TABLE>

- -----------
*  Less than 1%.

(1)   Includes shares of common stock issuable upon the conversion of Series A
      stock that are issuable as payment of 5 percent dividends payable during
      the two-year period commencing November 5, 2003. For purposes of this
      table, such shares have also been included in each selling stockholder's
      holdings in the "Shares beneficially owned before offering" column.

(2)   Includes 1,818,181 shares held by Atlas Fund, LLC, of which Mr. Gottlieb
      has voting and investment power.

(3)   Includes: (i) 24,290 shares issuable upon conversion of Series A Preferred
      Stock held in the name of Anthony Polak IRA, (ii) 24,290 shares issuable
      upon conversion of Series A Preferred Stock held in the name of Anthony
      Polak "S" and (iii) 132,495 shares issuable upon exercise of a warrant.

(4)   Includes 3,788,441 shares held by various trusts with respect to which Mr.
      Lobell is trustee or otherwise has investment or voting power, including
      the shares held by the Rosenwald 2000 Family Trust.


                                       39

<PAGE>

                              PLAN OF DISTRIBUTION

         We are registering the shares offered by this prospectus in part on
behalf of the selling stockholders. The selling stockholders, which as used
herein includes donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in shares of common stock received
after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell,
transfer or otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale, or at negotiated prices.

         The selling stockholders may use any one or more of the following
methods when disposing of shares or interests therein:

         o  ordinary brokerage transactions and transactions in which the
            broker-dealer solicits purchasers;

         o  block trades in which the broker-dealer will attempt to sell the
            shares as agent, but may position and resell a portion of the block
            as principal to facilitate the transaction;

         o  purchases by a broker-dealer as principal and resale by the
            broker-dealer for its account;

         o  an exchange distribution in accordance with the rules of the
            applicable exchange;

         o  privately negotiated transactions;

         o  short sales;

         o  through the writing or settlement of options or other hedging
            transactions, whether through an options exchange or otherwise;

         o  broker-dealers may agree with the selling stockholders to sell a
            specified number of such shares at a stipulated price per share;

         o  a combination of any such methods of sale; and

         o  any other method permitted pursuant to applicable law.

         The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock, from
time to time, under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

         In connection with the sale of our common stock or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


                                       40
<PAGE>

         The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering. Upon
any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.

         The selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided that they meet the criteria and conform to the requirements of
that rule.

         Paramount Capital, Inc. and Joseph Stevens & Co. are each deemed to be
underwriters in connection with the offering of their respective shares under
this prospectus because each of these selling stockholders are registered
broker-dealers. Other selling stockholders and any broker-dealers that act in
connection with the sale of securities might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by such broker-dealers and any profit on the resale of the securities
sold by them while acting as principals might be deemed to be underwriting
discounts or commissions under the Securities Act.

         To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.

         In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.

         We have agreed to indemnify the selling stockholders against
liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the shares offered by this prospectus.

         We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the
Securities Act.

SHARES ELIGIBLE FOR FUTURE SALE

         Upon completion of this offering and assuming the issuance of all of
the shares covered by this prospectus that are issuable upon the exercise or
conversion of convertible securities, there will be 36,473,357 shares of our
common stock issued and outstanding. The shares purchased in this offering will
be freely tradable without registration or other restriction under the
Securities Act, except for any shares purchased by an "affiliate" of our company
(as defined in the Securities Act).


                                       41
<PAGE>

         Our currently outstanding shares that were issued in reliance upon the
"private placement" exemptions provided by the Act are deemed "restricted
securities" within the meaning of Rule 144. Restricted securities may not be
sold unless they are registered under the Securities Act or are sold pursuant to
an applicable exemption from registration, including an exemption under Rule 144
of the Securities Act. The 18,689,916 restricted shares of our common stock that
were issued in connection with the merger with Manhattan Research Development,
Inc. will become eligible for resale on February 21, 2004, provided that all of
the other requirements of Rule 144 can be satisfied.

         In general, under Rule 144 as currently in effect, any person (or
persons whose shares are aggregated) including persons deemed to be affiliates,
whose restricted securities have been fully paid for and held for at least one
year from the later of the date of issuance by us or acquisition from an
affiliate, may sell such securities in broker's transactions or directly to
market makers, provided that the number of shares sold in any three month period
may not exceed the greater of 1 percent of the then-outstanding shares of our
common stock or the average weekly trading volume of our shares of common stock
in the over-the-counter market during the four calendar weeks preceding the
sale. Sales under Rule 144 are also subject to certain notice requirements and
the availability of current public information about our company. After two
years have elapsed from the later of the issuance of restricted securities by us
or their acquisition from an affiliate, such securities may be sold without
limitation by persons who are not affiliates under the rule.

         Following the date of this prospectus, we cannot predict the effect, if
any, that sales of our common stock or the availability of our common stock for
sale will have on the market price prevailing from time to time. Nevertheless,
sales by existing stockholders of substantial amounts of our common stock could
adversely affect prevailing market prices for our stock.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         Our certificate of incorporation, as amended to date, authorizes us to
issue up to 150,000,000 shares of common stock and 10,000,000 shares of
preferred stock. Of the authorized preferred stock, 1,500,000 shares have been
designated as Series A Convertible Preferred Stock, of which there are currently
1,000,000 shares issued and outstanding. As of January 12, 2004, we had
26,731,033 shares of common stock issued and outstanding. The transfer agent and
registrar for both our common stock and our Series A Convertible Preferred Stock
is Continental Stock Transfer and Trust Company, New York, New York..

COMMON STOCK

         Holders of our common stock are entitled to one vote for each share on
all matters to be voted on by our stockholders. Holders of our common stock do
not have any cumulative voting rights. Common stockholders are entitled to share
ratably in any dividends that may be declared from time to time on the common
stock by our board of directors from funds legally available for dividends.
Holders of common stock do not have any preemptive right to purchase shares of
common stock. There are no conversion rights or sinking fund provisions for our
common stock.


                                       42
<PAGE>

SERIES A CONVERTIBLE PREFERRED STOCK

         CONVERSION

         Each Series A share is convertible at the holder's election and without
any further consideration to us into approximately 9.1 shares of common stock
The Series A shares will automatically convert into common stock upon the
earlier of (i) the date that we complete a financing resulting in gross proceeds
of at least $10 million (excluding the sale of the Series A shares themselves)
based on a pre-money valuation of our company of at least $30 million, or (ii)
at such time as the closing price of our common stock exceeds 200 percent of the
Series A conversion price (i.e., $1.10) for a period of at least 20 consecutive
trading days.

         REDEMPTION

         Provided that the resale of the shares of common stock issuable upon
conversion of the Series A stock are registered under an effective registration
statement filed with the SEC, after November 5, 2004 we may redeem the Series A
stock at a redemption price equal to $10.00 per share. We are required to
provide the Series A stockholders with at least 30 days' written notice of the
redemption date and the Series A stockholders may convert their Series A shares
at any time prior to the close of business on the redemption date.

         VOTING RIGHTS

         On all matters submitted for stockholder approval, each share of Series
A stock shall be entitled to such number of votes as is equal to the number of
common shares into which such preferred shares are convertible. In addition, so
long as at least 50 percent of the number of Series A shares issued in
connection with our private placement of such shares are outstanding, the
affirmative vote of at least two-thirds of all outstanding Series A shares
voting separately as a class shall be necessary to permit, effect or validate
any one or more of the following:

         o  the amendment, alteration or repeal of any provision of our
            certificate of incorporation or bylaws so as to adversely affect the
            relative rights and preferences of the Series A stock;

         o  the declaration or payment of any dividend or distribution on any
            securities of our company other than the Series A stock;

         o  the authorization, issuance or increase of any security ranking
            prior to or on parity with the Series A stock in connection with a
            dissolution, sale of all or substantially all of our assets or other
            "Liquidation Event," or with respect to the payment of any dividends
            or distributions;

         o  the approval of any Liquidation Event; and

         o  the effect any amendment of our certificate of incorporation or
            bylaws that would materially adversely affect the rights of the
            Series A stock.

         LIQUIDATION PREFERENCES

         Upon (i) the liquidation, dissolution or winding up of our company,
whether voluntary or involuntary, (ii) the sale of all or substantially all of
our assets, or (iii) a voluntary or involuntary bankruptcy, the holders of the
Series A shares will be entitled to be paid, prior to any payments made to the
holders of any securities ranking junior to the Series A shares, including
common stockholders, an amount equal to $10.00 per share, plus any accrued
dividends.


                                       43
<PAGE>

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Pursuant to our certificate of incorporation and bylaws, we may
indemnify an officer or director who is made a party to any proceeding, because
of his position as such, to the fullest extent authorized by Delaware General
Corporation Law, as the same exists or may hereafter be amended. In certain
cases, we may advance expenses incurred in defending any such proceeding.

         To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, we have been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of any action, suit
or proceeding) is asserted by any of our directors, officers or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of that issue.

                              ABOUT THIS PROSPECTUS

         This prospectus is not an offer or solicitation in respect to these
securities in any jurisdiction in which such offer or solicitation would be
unlawful. This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission. The registration statement that contains
this prospectus (including the exhibits to the registration statement) contains
additional information about our company and the securities offered under this
prospectus. That registration statement can be read at the SEC web site or at
the SEC's offices mentioned under the heading "Where You Can Find More
Information." We have not authorized anyone else to provide you with different
information or additional information. You should not assume that the
information in this prospectus, or any supplement or amendment to this
prospectus, is accurate at any date other than the date indicated on the cover
page of such documents.

                       WHERE YOU CAN FIND MORE INFORMATION

         Federal securities law requires us to file information with the SEC
concerning our business and operations. Accordingly, we file annual, quarterly,
and special reports, proxy statements and other information with the SEC. You
can inspect and copy this information at the Public Reference Facility
maintained by the SEC at Judiciary Plaza, 450 5th Street, N.W., Room 1024,
Washington, D.C. 20549. You can receive additional information about the
operation of the SEC's Public Reference Facilities by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding companies that, like us, file information electronically with the SEC.

                            VALIDITY OF COMMON STOCK

         Legal matters in connection with the validity of the shares offered by
this prospectus will be passed upon by Maslon Edelman Borman & Brand, LLP,
Minneapolis, Minnesota.


                                       44
<PAGE>

                                     EXPERTS

         The consolidated financial statements of Manhattan Research
Development, Inc. (formerly Manhattan Pharmaceuticals, Inc.) as of December 31,
2002, and for the year then ended and for the period from January 1, 2002 to
December 31, 2002, as related to the period from August 6, 2001 (date of
inception) to December 31, 2002, included in this prospectus, have been included
herein in reliance on the report, which includes an explanatory paragraph
relating to the Company's ability to continue as a going concern, of J.H. Cohn
LLP, independent public accountants, given on the authority of that firm as
experts in accounting and auditing.

         The consolidated financial statements of Manhattan Research
Development, Inc. (formerly Manhattan Pharmaceuticals, Inc.) as of December 31,
2001, and for the period from August 1, 2001 (date of inception) to December 31,
2001, included in this prospectus, have been included herein in reliance on the
report, which includes an explanatory paragraph relating to the Company's
ability to continue as a going concern, of Weinberg & Company, P.A., independent
public accountants, given on the authority of that firm as experts in accounting
and auditing.

                        CHANGES IN CERTIFYING ACCOUNTANT

ATLANTIC TECHNOLOGY VENTURES, INC.

         On December 5, 2002, KPMG LLP declined to stand for re-election as the
independent auditors of Atlantic Technology Ventures, Inc. (now known as
Manhattan Pharmaceuticals, Inc.) ("Atlantic"). Atlantic thereafter engaged J.H.
Cohn, LLP as its new independent auditors.

         The audit reports of KPMG on the consolidated financial statements of
Atlantic Technology Ventures, Inc. and its subsidiaries (a development state
company) as of and for the years ended December 31, 2001 and 2000, and for the
period from July 13, 1993 (inception) to December 31, 2001, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles, except as follows:

          KPMG's report on the consolidated financial statements as of and for
the year ended December 31, 2001, contained a separate paragraph stating that
"the Company has suffered recurring losses from operations and has limited
liquid resources that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."

         During the years ended December 31, 2001 and 2000 and the subsequent
interim periods through December 5, 2002, there were no disagreements between
Atlantic and KPMG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which disagreements, if not
resolved to the satisfaction of KPMG, would have caused KPMG to make reference
to the subject matter of the disagreement with its report.

         On December 5, 2002, Atlantic requested that KPMG provide a letter
addressed to the Securities and Exchange Commission stating whether KPMG agrees
with the above statements, and, if not, stating the respects in which KPMG does
not agree. A copy of the letter provided by KPMG in response to that request,
which is dated as of December 12, 2002, was filed as an exhibit to Atlantic's
current report on Form 8-K filed with the SEC on December 12, 2002.

         On December 9, 2002, Atlantic engaged J.H. Cohn as its independent
public accountants for the fiscal year ending December 31, 2002 and to audit its
financial statements. During its two most recent fiscal years and the subsequent
interim period preceding the engagement of J.H. Cohn, Atlantic did not consult
J.H. Cohn on any matter requiring disclosure under Item 304(a)(2) of Regulation
S-B promulgated by the SEC. The selection of J.H. Cohn was based on the
recommendation of Atlantic's audit committee.


                                       45
<PAGE>

MANHATTAN RESEARCH DEVELOPMENT, INC.

         On January 23, 2003, Manhattan Research Development, Inc. (formerly
Manhattan Pharmaceuticals, Inc.) ("Manhattan") dismissed Weinberg & Company,
P.A. as Manhattan's independent auditors. Manhattan thereafter engaged J.H.
Cohn, LLP as its new independent auditors.

         The audit report of Weinberg & Company, P.A. on the financial
statements of Manhattan (a development state company) as of and for the year
ended December 31, 2001 and for the period from August 6, 2001 (inception) to
December 31, 2001, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:

         Weinberg & Company's report on the consolidated financial statements as
of and for the year ended December 31, 2001, contained a separate paragraph
stating that:

      "The financial statements referred to above have been prepared assuming
      that the Company will continue as a going concern. As discussed in Notes 1
      and 2 to the financial statements, the Company, which has suffered
      recurring losses from operations, completed a merger on February 21, 2003
      with Manhattan Pharmaceuticals, Inc., which has also suffered recurring
      losses from operations. The combined Company will have limited resources.
      Such matters raise substantial doubt about the ability of the Company to
      continue as a going concern. Management's plan in regard to these matters
      are also described in Note 1. The financial statements referred to above
      do not include any adjustments that might result from the outcome of this
      uncertainty."

         During the period from August 6, 2001 (date of inception) through
December 31, 2001, there were no disagreements between Manhattan and Weinberg &
Company, P.A. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which disagreements, if not
resolved to the satisfaction of Weinberg & Company, P.A., would have caused
Weinberg & Company, P.A. to make reference to the subject matter of the
disagreement with its report.

         Since at the time of Manhattan's dismissal of Weinberg & Company, P.A.
Manhattan was a privately-held company and not subject to the reporting
requirements of the Exchange Act of 1934, Manhattan did not request and Weinberg
& Company, P.A. did not provide, a letter addressed to the Securities and
Exchange Commission stating whether Weinberg & Company, P.A. agreed with the
above statements.

         On January 23, 2003, Manhattan engaged J.H. Cohn as its independent
public accountants for the fiscal year ending December 31, 2002 and to audit its
financial statements. During the period from August 6, 2001 (date of inception)
through December 31, 2002 and the subsequent interim period preceding the
engagement of J.H. Cohn, Manhattan did not consult J.H. Cohn on any matter
requiring disclosure under Item 304(a)(2) of Regulation S-B promulgated by the
SEC. The selection of J.H. Cohn was approved by Manhattan's board of directors.


                                       46
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Audited Consolidated Financial Statements of Manhattan Research Development, Inc.
(formerly Manhattan Pharmaceuticals, Inc.):
    Report of J. H. Cohn LLP.................................................................................   F-2
    Report of Weinberg & Company, P.A........................................................................   F-3
    Balance Sheets as of December 31, 2002 and 2001..........................................................   F-4
    Statements of Operations for the Year Ended December 31, 2002 and Periods from August 6, 2001 (Date of
       Inception) to December 31, 2001 and 2002..............................................................  F-5
    Statement of Changes in Stockholders' Equity (Deficiency) for the Year Ended December 31, 2002 and
       Periods from August 6, 2001 (Date of Inception) to December 31, 2001 and 2002......................      F-6
    Statements of Cash Flows for the Year Ended December 31, 2002 and Periods from August 6, 2001 (Date of
       Inception) to December 31, 2001 and 2002...........................................................      F-7
    Notes to Financial Statements.........................................................................      F-8

Unaudited Interim Financial Statements of Manhattan Pharmaceuticals, Inc.:
    Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002..................     F-13
    Condensed Consolidated Statements of Operations for the Three and Nine Months Ending September 30, 2003
       and September 30, 2002 and from August 6, 2001 (inception) to September 30, 2003...................     F-14
    Condensed Consolidated Statement of Stockholders' Equity (Deficiency) as of September 30, 2003........     F-15
    Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ending September 30,
       2003, and from August 6, 2001 (inception) through September 30, 2003...............................     F-16
    Notes to Condensed Consolidated Financial Statements..................................................     F-17
</TABLE>


                                      F-1
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
Manhattan Research Development, Inc.

We have audited the accompanying balance sheet of MANHATTAN RESEARCH
DEVELOPMENT, INC. (formerly Manhattan Pharmaceuticals, Inc.) (a development
stage company) as of December 31, 2002, and the related statements of
operations, changes in stockholders' equity (deficiency) and cash flows for the
year then ended and for the period from January 1, 2002 to December 31, 2002 as
related to the period from August 6, 2001 (date of inception) to December 31,
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Manhattan Research Development,
Inc. as of December 31, 2002, and its results of operations and cash flows for
the year then ended and for the period from January 1, 2002 to December 31, 2002
as related to the period from August 6, 2001 (date of inception) to December 31,
2002, in conformity with accounting principles generally accepted in the United
States of America.

The financial statements referred to above have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes 1 and 2 to the
financial statements, the Company, which has suffered recurring losses from
operations, completed a merger on February 21, 2003 with Manhattan
Pharmaceuticals, Inc., which has also suffered recurring losses from operations.
The combined Company will have limited resources. Such matters raise substantial
doubt about the ability of the Company to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements referred to above do not include any adjustments that might
result from the outcome of this uncertainty.

                                           /s/ J.H. Cohn LLP

Roseland, New Jersey

February 14, 2003, except for Notes 1, 2 and
     10 which are as of February 21, 2003


                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
  Manhattan Pharmaceuticals, Inc.
  (A development stage company)

We have audited the accompanying balance sheet of Manhattan Pharmaceuticals,
Inc. (a development stage company) as of December 31, 2001 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the period from August 6, 2001 (inception) to December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Manhattan Pharmaceuticals, Inc. as
of December 31, 2001, and the results of its operations and its cash flows for
the period from August 6, 2001 (inception) to December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has a net loss from operations of $56,796
since inception, a negative cash flow from operating activities of $27,500 since
inception, a working capital deficiency of $56,796 and a stockholders'
deficiency of $56,796. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan in regards to these
matters is also described in Note 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ WEINBERG & COMPANY, P.A.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
November 1, 2002


                                      F-3
<PAGE>

                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                 ASSETS                                      2002              2001
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
Current assets - cash                                                     $ 1,721,123      $        --
                                                                          ===========      ===========
             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
     Accounts payable                                                     $   164,899
     Accrued expenses                                                          15,973      $    29,296
     Note payable to bank                                                     600,000
     Notes payable to stockholder                                             206,000           27,500
     Due affiliate                                                             96,328
                                                                          -----------      -----------
              Total liabilities                                             1,083,200           56,796
                                                                          -----------      -----------

Commitments

Stockholders' equity (deficiency):
     Common stock, $.001 par value; 10,000,000 shares
         authorized; 6,197,250 and 4,000,000 shares issued
         and outstanding                                                        6,197            4,000
     Additional paid-in capital                                             1,763,710
     Unearned consulting costs                                                (37,868)
     Deficit accumulated during the development stage                      (1,094,116)         (56,796)
     Subscription receivable                                                                    (4,000)
                                                                          -----------      -----------

              Total stockholders' equity (deficiency)                         637,923          (56,796)
                                                                          -----------      -----------

              Totals                                                      $ 1,721,123      $        --
                                                                          ===========      ===========
</TABLE>

See Notes to Financial Statements.


                                      F-4
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                  YEAR ENDED DECEMBER 31, 2002 AND PERIODS FROM
                       AUGUST 6, 2001 (DATE OF INCEPTION)
                          TO DECEMBER 31, 2001 AND 2002

<TABLE>
<CAPTION>
                                                              Year Ended               August 6, 2001
                                                              December 31,             to December 31,
                                                         2002             2001             2002
                                                      -----------      -----------      -----------
<S>                                                   <C>              <C>              <C>
Revenue                                               $        --      $        --      $        --
                                                      -----------      -----------      -----------

Operating expenses:
     Selling, general and administrative expenses         348,021            1,560          349,581
     Research and development expenses                    670,161           55,236          725,397
                                                      -----------      -----------      -----------
         Totals                                         1,018,182           52,796        1,074,978
                                                      -----------      -----------      -----------

Loss from operations                                   (1,018,182)         (56,796)      (1,074,978)

Interest expense                                           19,138                            19,138
                                                      -----------      -----------      -----------

Net loss                                              $(1,037,320)     $   (56,796)     $(1,094,116)
                                                      ===========      ===========      ===========
</TABLE>

See Notes to Financial Statements.


                                      F-5
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A Development Stage Company)

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                  YEAR ENDED DECEMBER 31, 2002 AND PERIODS FROM
                       AUGUST 6, 2001 (DATE OF INCEPTION)
                          TO DECEMBER 31, 2001 AND 2002

<TABLE>
<CAPTION>
                                                                    Common Stock          Additional        Unearned
                                                               -------------------         Paid-in         Consulting
                                                                Shares      Amount         Capital           Costs
                                                                ------      ------         -------           -----
<S>                                                           <C>           <C>          <C>               <C>
Stock issued at $.001 per share for subscription
     receivable                                               4,000,000     $4,000

Net loss
                                                            -----------     ------       ----------        --------

Balance, December 31, 2001                                    4,000,000      4,000

Proceeds from subscription receivable

Stock issued at $.001 per share for license
     rights                                                   1,000,000      1,000

Stock options issued for consulting services                                             $   60,589        $(60,589)

Amortization of unearned consulting
     costs                                                                                                   22,721

Sales of common stock at $1.60 per share
     through private placement, net of
     expenses of $211,281                                     1,197,250      1,197        1,703,121

Net loss
                                                            -----------     ------       ----------        --------
Balance, December 31, 2002                                    6,197,250     $6,197       $1,763,710        $(37,868)
                                                            ===========     ======       ==========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                               During
                                                                             the Develop-
                                                            Subscription        ment
                                                             Receivable         Stage            Total
                                                             ----------      -----------      -----------
<S>                                                         <C>              <C>               <C>
Stock issued at $.001 per share for subscription
     receivable                                               $(4,000)

Net loss                                                                     $   (56,796)     $   (56,796)
                                                              -------        -----------      -----------

Balance, December 31, 2001                                     (4,000)           (56,796)         (56,796)

Proceeds from subscription receivable                           4,000                               4,000

Stock issued at $.001 per share for license
     rights                                                                                         1,000

Stock options issued for consulting services

Amortization of unearned consulting
     costs                                                                                         22,721

Sales of common stock at $1.60 per share
     through private placement, net of
     expenses of $211,281                                                                       1,704,318

Net loss                                                                      (1,037,320)      (1,037,320)
                                                              -------        -----------      -----------
Balance, December 31, 2002                                    $    --        $(1,094,116)     $   637,923
                                                              =======        ===========      ===========
</TABLE>


See Notes to Financial Statements.


                                      F-6
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                  YEAR ENDED DECEMBER 31, 2002 AND PERIODS FROM
                       AUGUST 6, 2001 (DATE OF INCEPTION)
                          TO DECEMBER 31, 2001 AND 2002

<TABLE>
<CAPTION>

                                                                                                 August 6, 2001
                                                                                                 to December 31,
                                                                         Year Ended       ----------------------------
                                                                      December 31, 2002      2001             2002
                                                                      -----------------   -----------      -----------
<S>                                                                      <C>              <C>              <C>
Operating activities:
     Net loss                                                            $(1,037,320)     $   (56,796)     $(1,094,116)
     Adjustments to reconcile net loss to net
         cash used in operating activities:
         Common stock issued for license rights                                1,000                             1,000
         Amortization of unearned consulting
              services                                                        22,721                            22,721
         Changes in operating assets and
              liabilities:
              Accounts payable                                               164,899                           164,899
              Accrued expenses                                               (13,323)          29,296           15,973
              Due affiliate                                                   96,328                            96,328
                                                                         -----------      -----------      -----------

                  Net cash used in operating
                      activities                                            (765,695)         (27,500)        (793,195)
                                                                         -----------      -----------      -----------

Financing activities:
     Proceeds from issuance of notes payable to
         stockholders                                                        206,000           27,500          233,500
     Repayments of notes payable to stockholders                             (27,500)                          (27,500)
     Proceeds from issuance of note payable to
         bank                                                                600,000                           600,000
     Proceeds from subscription receivable                                     4,000                             4,000
     Proceeds from sale of common stock, net                               1,704,318                         1,704,318
                                                                         -----------      -----------      -----------
                  Net cash provided by financing
                      activities                                           2,486,818           27,500        2,514,318
                                                                         -----------      -----------      -----------

Net increase in cash                                                       1,721,123               --        1,721,123

Cash, beginning of period                                                         --               --               --
                                                                         -----------      -----------      -----------

Cash, end of period                                                      $ 1,721,123      $        --      $ 1,721,123
                                                                         ===========      ===========      ===========

Supplemental disclosure of cash flow data:
     Interest paid                                                       $    15,665                       $    15,665
                                                                         ===========                       ===========

Supplemental schedule of noncash investing and financing activities:
     Stock options issued for consulting services                        $    60,589                       $    60,589
                                                                         ===========                       ===========
</TABLE>

See Notes to Financial Statements.


                                      F-7
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS:

               Manhattan Research Development, Inc. (the "Company" or "Manhattan
               Research") was  incorporated  on August 6, 2001 under the laws of
               the  State of  Delaware.  The  Company's  name was  changed  from
               Manhattan    Pharmaceuticals,    Inc.   to   Manhattan   Research
               Development,  Inc.  on  February  21,  2003.  The  Company  is  a
               development  stage   biopharmaceutical   company  that  holds  an
               exclusive    world-wide,    royalty-free   license   to   certain
               intellectual  property (the "Property")  owned by  Oleoyl-Estrone
               Developments,  SL ("OED") of Barcelona, Spain (the "University").
               Oleoyl-Estrone is an orally  administered small molecule that has
               been shown to cause significant weight loss in preclinical animal
               studies regardless of dietary modifications.

               On February 21, 2003, Manhattan  Pharmaceuticals,  Inc. (formerly
               known  as  "Atlantic  Technology  Ventures,   Inc.")  ("Manhattan
               Pharmaceuticals") completed a reverse acquisition of the Company.
               Manhattan Pharmaceuticals is a publicly-held company. The Company
               was  privately-held  until the  merger.  The merger was  effected
               pursuant to an Agreement  and Plan of Merger  dated  December 17,
               2002 (the "Merger Agreement") by and among the Company, Manhattan
               Pharmaceuticals and Manhattan  Pharmaceuticals  Acquisition Corp.
               ("MPAC")  which  was  a  wholly-owned   subsidiary  of  Manhattan
               Pharmaceuticals.  In  accordance  with the  terms  of the  Merger
               Agreement,  MPAC  merged  with  and into  the  Company,  with the
               Company remaining as the surviving corporation and a wholly-owned
               subsidiary of Manhattan  Pharmaceuticals.  Pursuant to the Merger
               Agreement, upon the effective time of the merger, the outstanding
               shares of common  stock of the  Company  automatically  converted
               into an  aggregate  of  93,449,584  shares  of  common  stock  of
               Manhattan   Pharmaceuticals,   which   represented   80%  of  the
               outstanding  voting  stock  of  Manhattan  Pharmaceuticals  after
               giving effect to the merger.  In addition,  immediately  prior to
               the merger the Company had  outstanding  options and  warrants to
               purchase  an  aggregate  of 864,280  shares of its common  stock,
               which, in accordance with the terms of the merger,  automatically
               converted  into  options and warrants to purchase an aggregate of
               10,984,719    shares   of   the   common   stock   of   Manhattan
               Pharmaceuticals.  Since the  stockholders of the Company received
               the majority of the voting  shares of Manhattan  Pharmaceuticals,
               the merger will be accounted for as a reverse acquisition whereby
               the Company will be the accounting  acquirer (legal acquiree) and
               Manhattan  Pharmaceuticals will be the accounting acquiree (legal
               acquirer) as further explained in Note 10.

               Manhattan   Pharmaceuticals   is  engaged  in  the   business  of
               developing   and   commercializing    early-stage   technologies,
               particularly biomedical and pharmaceutical  technologies.  During
               2002,  Manhattan   Pharmaceuticals  had  rights  to  technologies
               relating  to  three  different  drug  candidates  with  potential
               application  in the  areas  of  cataract,  anti-inflammatory  and
               anti-microbial  treatments.  However,  management of the combined
               Company  intends  to  initially  focus  after  the  merger on the
               development and  commercialization  of the technologies  owned or
               licensed by the Company.

NOTE 2 - LIQUIDITY:

               The Company  reported a net loss of $1,037,320 for the year ended
               December  31,  2002.  The net loss from  August 6, 2001  (date of
               inception)  to December  31,  2002  amounted  to  $1,094,116.  As
               discussed  above  and in  Note  10,  the  Company  and  Manhattan
               Pharmaceuticals  completed their reverse  acquisition on February
               21, 2003.  Manhattan  Pharmaceuticals has also suffered recurring
               losses from its operations.  Based on the resources  available to
               the Company and Manhattan  Pharmaceuticals  at December 31, 2002,
               management  believes  that the combined  Company will continue to
               incur net losses through at least December 31, 2003 and will need
               additional  equity or debt  financing  or will  need to  generate
               revenues  through the  licensing  of its  products or by entering
               into  strategic  alliances  to be able to sustain its  operations
               until it can achieve profitability,  if ever. These matters raise
               substantial  doubt about the  Company's  ability to continue as a
               going concern.


                                      F-8
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


               The combined  Company's  ability to continue its operations  will
               depend on its ability to raise  additional  funds through various
               potential   sources   such  as   equity   and   debt   financing,
               collaborative agreements and strategic alliances, and its ability
               to realize the full potential of its  technology in  development.
               Additional  funds are currently not available on acceptable terms
               and may not become available.  There can be no assurance that any
               additional  funding  that the  combined  Company  obtains will be
               sufficient to meet the combined Company's needs in the short- and
               long-term.  Through  December 31, 2002, a significant  portion of
               the   financing   obtained   by   the   Company   and   Manhattan
               Pharmaceuticals  has been through  private  placements  of common
               stock, preferred stock and warrants, the issuance of common stock
               for stock  options and  warrants  exercised  and debt  financing.
               Until and  unless  the  combined  Company's  operations  generate
               significant  revenues,  the  combined  Company  will  attempt  to
               continue  to fund  operations  from cash on hand and  through the
               sources of  capital  previously  described.  From  November  2002
               through  February  20,  2003,  the  combined  Company  has raised
               $2,747,600 from financing activities.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               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 of assets and
                  liabilities   and   disclosure   of   contingent   assets  and
                  liabilities  at the date of the financial  statements  and the
                  reported  amounts of  expenses  during the  reporting  period.
                  Actual results could differ from those estimates.

               Research and development expenses:

                  Research and development expenses are expensed as incurred.

               Income taxes:

                  The Company  accounts for income  taxes  pursuant to the asset
                  and liability method which requires deferred income tax assets
                  and  liabilities  to be  computed  for  temporary  differences
                  between the  financial  statement  and tax bases of assets and
                  liabilities that will result in taxable or deductible  amounts
                  in the future  based on enacted tax laws and rates  applicable
                  to the periods in which the differences are expected to affect
                  taxable  income.  Valuation  allowances are  established  when
                  necessary to reduce deferred tax assets to the amount expected
                  to be realized. The income tax provision is the tax payable or
                  refundable  for the period plus or minus the change during the
                  period in deferred tax assets and liabilities.

               Stock-based compensation:

                  Options,  warrants and stock awards issued to nonemployees and
                  consultants  are recorded at their fair value as determined in
                  accordance  with Statement of Financial  Accounting  Standards
                  No. 123,  "Accounting for Stock-Based  Compensation," and EITF
                  No. 96-18,  "Accounting for Equity Instruments That are Issued
                  to Other Than Employees for Acquiring,  or in Conjunction with
                  Selling, Goods or Services" and recognized as expense over the
                  related vesting period.


                                      F-9
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - NOTE PAYABLE TO BANK:

               At December 31, 2002,  the Company had a $600,000 note payable to
               a bank with an annual  interest  rate of 3.23% due on  January 5,
               2003.  The note is  collateralized  by a  stockholder's  personal
               investment account of $600,000.

               In  January  2003,  the  Company  made  a  partial  repayment  of
               principal  in the amount of  $400,000.  The  remaining  principal
               balance was repaid on March 5, 2003 without any penalty.

NOTE 5 - NOTES PAYABLE TO STOCKHOLDER:

               At December 31, 2002 and 2001,  the Company had issued  unsecured
               notes payable totaling $206,000 and $27,500,  respectively,  to a
               stockholder.  The notes  bear  interest  at 5% and  became due on
               demand  when the  Company  received  $1,000,000  from the sale of
               equity securities.

NOTE 6 - DUE AFFILIATE:

               On July 1, 2002,  the  Company  entered  into an office  services
               agreement  (the "Services  Agreement")  with a company owned by a
               principal  stockholder  of the Company.  Pursuant to the Services
               Agreement,  which  expires  on July 1,  2003,  the  Company  pays
               $15,000  per  month for the use of  office  space and  management
               services.  For the year ended  December 31, 2002, the Company was
               charged  $90,000,  which is  included  in  selling,  general  and
               administrative expenses.

NOTE 7 - LICENSE AND CONSULTING AGREEMENTS:

               On  February  15,  2002,  the  Company  entered  into  a  License
               Agreement (the "License  Agreement") with OED. Under the terms of
               the License  Agreement,  OED granted to the Company a  world-wide
               license to make,  use, lease and sell the products  incorporating
               the  Property  (see Note 1). OED also  granted to the Company the
               right to  sublicense  to third parties the Property or aspects of
               the Property with the prior  written  consent of OED. OED retains
               an  irrevocable,  nonexclusive,  royalty-free  right  to use  the
               Property solely for its internal,  noncommercial use. The License
               Agreement shall terminate automatically upon the date of the last
               to expire patent  contained in the Property or upon the Company's
               bankruptcy.  OED may terminate the License Agreement in the event
               of a material  breach by the Company that is not cured within the
               notice  period.  The Company may terminate the License  Agreement
               for any reason upon 60 days notice.

               Under the License  Agreement,  the  Company  agreed to pay to OED
               certain  licensing  fees  which  are being  expensed  as they are
               incurred. Through December 31, 2002, the Company paid $175,000 in
               licensing  fees which is  included in  research  and  development
               expense.  In  addition,  pursuant to the License  Agreement,  the
               Company issued  1,000,000  shares of its common stock to OED. The
               Company valued these shares at their then estimated fair value of
               $1,000.

               In connection with the License Agreement,  the Company has agreed
               to future milestone payments to OED as follows:

                (i) $250,000  upon the treatment of the first patient in a Phase
                I clinical trial under a  Company-sponsored  investigational new
                drug  application  ("IND");  (ii) $250,000 upon the treatment of
                the  first  patient  in  a  Phase  II  clinical  trial  under  a
                Company-sponsored  IND; (iii) $750,000 upon the first successful
                completion of a Company-sponsored  Phase II clinical trial under
                a   Company-sponsored   IND;  (iv)  $2,000,000  upon  the  first
                successful completion of a Company-sponsored  Phase III clinical
                trial under a Company sponsored IND; and (v) $6,000,000 upon the
                first final approval of the first new drug  application  for the
                first  licensed  product  by the  United  States  Food  and Drug
                Administration.


                                      F-10
<PAGE>


                      MANHATTAN RESEARCH DEVELOPMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS


               In addition to the License Agreement,  the Company entered into a
               consulting  agreement with OED. The agreement became effective in
               February  2002, at a fee of $6,250 per month,  and will terminate
               when the License Agreement  terminates.  The fees associated with
               the consulting agreement are expensed as incurred.  OED agreed to
               serve as a member of the Company's  Scientific Advisory Board and
               to render consultative and advisory services to the Company. Such
               services  include  research,  development and clinical testing of
               the Company's technology as well as the reporting of the findings
               of such tests,  assistance  in the filing of patent  applications
               and  oversight  and  direction of efforts in regards to personnel
               for clinical development.

NOTE 8 - INCOME TAXES:

               The estimated tax effects of  significant  temporary  differences
               and  carryforwards  that gave  rise to net  deferred  income  tax
               assets as of December 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                                      2002                 2001
                                                                    ---------            ---------
<S>                                                                 <C>                  <C>
                  Net deferred tax assets:
                     Net operating loss carryforwards               $ 417,000            $  22,000
                     Research and experimentation credit
                         carryforwards                                 26,000
                     Stock options granted to consultants              24,000
                                                                    ---------            ---------
                                                                      467,000               22,000
                     Less valuation allowance                        (467,000)             (22,000)
                                                                    ---------            ---------
                  Net deferred tax assets                           $      --            $      --
                                                                    =========            =========
</TABLE>


               Since realization of the benefits from the temporary  differences
               is not  considered  by  management  to be more likely than not, a
               full valuation allowance has been provided to reduce deferred tax
               assets to zero. The valuation allowance increased by $445,000 and
               $22,000  during the year ended  December  31, 2002 and the period
               from August 6, 2001 (date of  inception)  to December  31,  2001,
               respectively.

               At  December  31,  2002,  the  Company  has  net  operating  loss
               carryforwards of  approximately  $1,044,000 for Federal and state
               tax purposes which expire through 2022. At December 31, 2002, the
               Company   also   has   research   and   experimentation    credit
               carryforwards of approximately  $26,000 for Federal and state tax
               purposes which expire through 2022 for Federal purposes and until
               fully utilized for state purposes.

               For Federal and state tax  purposes,  the Company's net operating
               loss and tax  credit  carryforwards  may be  subject  to  certain
               limitations  on  annual   utilization   attributable   to  equity
               transactions  that result in changes in ownership,  as defined by
               the Tax Reform Act of 1986.

NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIENCY):

               The  Company  issued  4,000,000  shares  of  common  stock  to 38
               investors  during December 2001 for  subscriptions  receivable of
               $4,000 or $.001 per share.  During 2002, the Company received the
               $4,000.


                                      F-11
<PAGE>

               In August 2002, the Company entered into one-year agreements with
               four  consultants  and issued a total of 40,000  options to these
               consultants  to purchase  40,000 shares of the  Company's  common
               stock at an exercise  price of $.01 per share  expiring in August
               2007.  The  Company  valued  these  options  at  $60,589  and  is
               amortizing  the  expense  through  August  2003.  Therefore,  the
               Company has expensed  $22,721 in 2002 and has  deferred  $37,868.
               During 2002, no options were exercised.

               During 2002, the Company  commenced a private  placement and sold
               1,197,250  shares of common stock at $1.60 per share and received
               proceeds  of  $1,704,318,  net  of  expenses  of  $211,181.  Each
               investor  received  warrants equal to 10% of the number of shares
               of common stock  purchased and,  accordingly,  the Company issued
               119,275   warrants  in  2002  in  connection   with  the  private
               placement.  Each warrant has an exercise price of $1.60 per share
               and expires in 2007.

               During  January and February 2003, the Company sold an additional
               520,000  shares  of common  stock at $1.60  per share and  52,000
               warrants through the private  placement and received net proceeds
               of approximately $832,000.

               In  addition,  in  connection  with the  private  placement,  the
               Company  issued to  Joseph  Stevens & Co.,  Inc.,  a  NASD-member
               broker-dealer,   warrants  to  purchase  652,555  shares  of  the
               Company's  common stock that are  exercisable  at $1.60 per share
               and expire in 2008.

NOTE 10- MERGER:

               Pursuant to the Merger Agreement (see Note 1), upon the effective
               time of the merger, the outstanding shares of common stock of the
               Company  automatically  converted into an aggregate of 93,449,584
               shares  of  common  stock  of  Manhattan  Pharmaceuticals,  which
               represented  80% of the  outstanding  voting  stock of  Manhattan
               Pharmaceuticals  after giving effect to the merger.  In addition,
               immediately  prior to the  merger  the  Company  had  outstanding
               options and warrants to purchase an  aggregate of 864,280  shares
               of its common stock,  which,  in accordance with the terms of the
               merger,  automatically  converted  into  options and  warrants to
               purchase an aggregate of 10,984,719 shares of the common stock of
               Manhattan Pharmaceuticals.  Since the stockholders of the Company
               received  the   majority  of  the  voting   shares  of  Manhattan
               Pharmaceuticals,  the merger will be  accounted  for as a reverse
               acquisition  whereby the Company will be the accounting  acquirer
               (legal  acquiree)  and  Manhattan  Pharmaceuticals  will  be  the
               accounting  acquiree  (legal  acquirer).  Based  on the  five day
               average price of the common stock of Manhattan Pharmaceuticals of
               $0.10 per share as of February 21, 2003,  the Company's  purchase
               price   for  the   acquisition   of   Manhattan   Pharmaceuticals
               approximates  $2,336,000,  which  represents  20  percent  of the
               market  value  of  the  combined   Company's   post-merger  total
               outstanding  shares  of  116,811,980.  Based  on the  preliminary
               information currently available, the Company expects to recognize
               patents and licenses for substantially all of the purchase price.
               Upon completion of formal purchase price  allocation there may be
               a decrease  in the amount  assigned  to  intangible  assets and a
               corresponding increase in in-process research and development.


                                      F-12
<PAGE>


                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                      Condensed Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,   DECEMBER 31,
                              ASSETS                                              2003              2002
                                                                               -----------      -----------
<S>                                                                            <C>              <C>
Current assets:
    Cash and cash equivalents                                                  $   102,114      $ 1,721,123
    Marketable equity securities, available for sale, at market                    319,320
    Prepaid expenses                                                                27,009               --
                                                                               -----------      -----------
                   Total current assets                                            448,443        1,721,123

Property and equipment, net                                                         10,004               --
Deposits                                                                            19,938               --
Deferred costs related to private placement                                         50,754               --
                                                                               -----------      -----------
                   Total assets                                                $   529,139      $ 1,721,123
                                                                               ===========      ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
    Accounts payable                                                           $   760,524      $   164,899
    Accrued expenses                                                               435,069           15,973
    Note payable to bank                                                                --          600,000
    Notes payable to stockholder                                                    70,000          206,000
    Due affiliate                                                                       --           96,328
                                                                               -----------      -----------
                   Total liabilities                                             1,265,593        1,083,200
                                                                               -----------      -----------

Commitments and Contingencies

Stockholders' equity (deficiency):
    Common stock, $.001 par value. Authorized 150,000,000
       shares; 23,362,396 and 15,753,008 shares issued and outstanding
       at September 30, 2003 and December 31, 2002, respectively                    23,362           15,753
    Additional paid-in capital                                                   4,826,177        1,754,154
    Deficit accumulated during development stage                                (5,545,406)      (1,094,116)
    Accumulated other comprehensive loss                                           (40,587)              --
    Unearned consulting costs                                                           --          (37,868)
                                                                               -----------      -----------
                   Total stockholders' equity (deficiency)                        (736,454)         637,923
                                                                               -----------      -----------

                   Total liabilities and stockholders' equity (deficiency)     $   529,139      $ 1,721,123
                                                                               ===========      ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                      F-13
<PAGE>

                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                        CUMULATIVE
                                                                                                                       PERIOD FROM
                                                                                                                      AUGUST 6, 2001
                                                                 THREE MONTHS                   NINE MONTHS           (INCEPTION) TO
                                                             ENDED SEPTEMBER 30,            ENDED SEPTEMBER 30,        SEPTEMBER 30,
                                                       ----------------------------    ----------------------------    ------------
                                                           2003            2002            2003            2002            2003
                                                       ------------    ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenue                                                $         --    $         --    $         --    $         --    $         --
                                                       ------------    ------------    ------------    ------------    ------------

Costs and expenses:
    Research and development                                377,820         172,719         734,351         624,971       1,459,748
    General and administrative                              412,730         148,144       1,255,446         198,485       1,605,027
    Impairment of intangible assets                       1,248,230              --       1,248,230              --       1,248,230
                                                       ------------    ------------    ------------    ------------    ------------
          Total operating expenses                        2,038,780         320,863       3,238,027         823,456       4,313,005
                                                       ------------    ------------    ------------    ------------    ------------

          Operating loss                                 (2,038,780)       (320,863)     (3,238,027)       (823,456)     (4,313,005)
                                                       ------------    ------------    ------------    ------------    ------------

Other (income) expense:
    Interest and other income                                  (564)             --          (4,704)             --          (4,704)
    Interest expense                                            933           6,299           4,089          12,113          23,227
    Loss on disposition of intangible assets              1,213,878              --       1,213,878              --       1,213,878
                                                       ------------    ------------    ------------    ------------    ------------
          Total other (income) expense                    1,214,247           6,299       1,213,263          12,113       1,232,401
                                                       ------------    ------------    ------------    ------------    ------------

          Net loss                                     $ (3,253,027)   $   (327,162)   $ (4,451,290)   $   (835,569)   $ (5,545,406)
                                                       ============    ============    ============    ============    ============

Net loss per common share:
    Basic and diluted                                  $      (0.14)   $      (0.03)   $      (0.20)   $      (0.07)
                                                       ============    ============    ============    ============

Weighted average shares of common stock outstanding:
    Basic and diluted                                    23,362,396      12,709,676      22,061,978      12,281,365
                                                       ============    ============    ============    ============
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                      F-14
<PAGE>

                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

      Condensed Consolidated Statement of Stockholders' Equity (Deficiency)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                DEFICIT
                                                                                                              ACCUMULATED
                                                                     COMMON STOCK             ADDITIONAL      DURING THE
                                                             ---------------------------       PAID-IN        DEVELOPMENT
                                                               SHARES          AMOUNT          CAPITAL           STAGE
                                                             -----------     -----------     -----------      -----------
<S>                                                          <C>             <C>             <C>              <C>
Balance at January 1, 2003, as adjusted for
     a 1-for-5 stock combination                              15,753,008     $    15,753     $ 1,754,154      $(1,094,116)
     Common stock issued, net of expenses                      1,321,806           1,322         742,369               --
     Effect of reverse acquisition                             6,287,582           6,287       2,329,954               --
     Amortization of unearned consulting costs                        --              --              --               --
     Unrealized loss on marketable equity securities                  --              --              --               --
     Payment for fractional shares for stock combination              --              --            (300)              --
     Net loss                                                         --              --              --       (4,451,290)
                                                             -----------     -----------     -----------      -----------
Balance at September 30, 2003                                 23,362,396     $    23,362     $ 4,826,177      $(5,545,406)
                                                             ===========     ===========     ===========      ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                                                   TOTAL
                                                              ACCUMULATED                          STOCK-
                                                                OTHER            UNEARNED         HOLDERS'
                                                            COMPREHENSIVE      CONSULTING         EQUITY
                                                                LOSS             COSTS         (DEFICIENCY)
                                                             -----------      -----------      -----------
<S>                                                          <C>              <C>              <C>
Balance at January 1, 2003, as adjusted for
     a 1-for-5 stock combination                                      --      $   (37,868)     $   637,923
     Common stock issued, net of expenses                             --               --          743,691
     Effect of reverse acquisition                                    --               --        2,336,241
     Amortization of unearned consulting costs                        --           37,868           37,868
     Unrealized loss on marketable equity securities             (40,587)              --          (40,587)
     Payment for fractional shares for stock combination              --               --             (300)
     Net loss                                                         --               --       (4,451,290)
                                                             -----------      -----------      -----------
Balance at September 30, 2003                                    (40,587)     $        --      $  (736,454)
                                                             ===========      ===========      ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.


                                      F-15
<PAGE>

                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 CUMULATIVE
                                                                                                                PERIOD FROM
                                                                                                               AUGUST 1, 2001
                                                                                       NINE MONTHS             (INCEPTION) TO
                                                                                   ENDED SEPTEMBERS 30,         SEPTEMBER 30,
                                                                              ----------------------------      -----------
                                                                                 2003             2002              2003
                                                                              -----------      -----------      -----------
<S>                                                                           <C>              <C>              <C>
Cash flows from operating activities:
    Net loss                                                                  $(4,451,290)     $  (835,569)     $(5,545,406)
    Adjustments to reconcile net loss to
      net cash provided by (used in) operating activities:
         Common stock issued for license rights                                        --               --            1,000
         Amortization of unearned consulting costs                                 37,868           16,147           60,589
         Amortization of intangible assets                                        145,162               --          145,162
         Depreciation                                                               4,233               --            4,233
         Loss on impairment of intangible assets                                1,248,230               --        1,248,230
         Loss on disposition of intangible assets                               1,213,878               --        1,213,878
         Changes in operating assets and liabilities, net of acquisition:
           Decrease in prepaid expenses                                            11,298               --           11,298
           Increase in accounts payable                                           271,889          161,846          436,788
           (Decrease) increase in accrued expenses                               (121,225)          14,400         (105,252)
           (Decrease) increase in due affiliate                                   (96,328)          51,315               --
           Increase in interest payable                                                --            1,346               --
                                                                              -----------      -----------      -----------
              Net cash used in operating activities                            (1,736,285)        (590,515)      (2,529,480)
                                                                              -----------      -----------      -----------

Cash flows from investing activities:
    Purchase of property and equipment                                             (6,554)              --           (6,554)
    Cash paid in connection with acquisition                                      (32,808)              --          (32,808)
    Proceeds from sale of license                                                 200,001               --          200,001

                                                                              -----------      -----------      -----------
              Net cash provided by investing activities                           160,639               --          160,639
                                                                              -----------      -----------      -----------

Cash flows from financing activities:
    Proceeds from issuances of notes payable to stockholders                           --            2,500          233,500
    Repayments of notes payable to stockholders                                  (136,000)              --         (163,500)
    Proceeds from issuance of note payable to bank                                     --          600,000          600,000
    Repayment of note payable to bank                                            (600,000)              --         (600,000)
    Proceeds from subscriptions receivable                                             --               --            4,000
    Payment for fractional shares for stock combination                               300               --              300
    Proceeds from sale of common stock, net                                       743,091               --        2,447,409
    Increase in deferred costs related to private placement                       (50,754)          (8,706)         (50,754)

                                                                              -----------      -----------      -----------
              Net cash provided by (used in) financing activities                 (43,363)         593,794        2,470,955
                                                                              -----------      -----------      -----------

              Net increase (decrease) in cash and cash equivalents             (1,619,009)           3,279          102,114

Cash and cash equivalents at beginning of period                                1,721,123               --               --
                                                                              -----------      -----------      -----------

Cash and cash equivalents at end of period                                    $   102,114      $     3,279      $   102,114
                                                                              ===========      ===========      ===========

Supplemental disclosure of cash flow information:
    Interest paid                                                             $       502      $    10,676      $    26,934
                                                                              ===========      ===========      ===========

Supplemental disclosure of noncash investing and financing activities:
    Stock options issued for consulting services                              $        --               --      $    60,589
    Issuance of common stock for acquisition                                    2,336,242               --        2,336,242
    Marketable equity securities received in connection with
      sale of license                                                             359,907               --          359,907
                                                                              ===========      ===========      ===========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      F-16
<PAGE>

                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003


(1)   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim  financial  information.  Accordingly,  the
financial  statements do not include all information  and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete  annual  financial  statements.  In  the  opinion  of  management,  the
accompanying   condensed   consolidated   financial   statements   reflect   all
adjustments,   consisting  of  only  normal  recurring  adjustments,  considered
necessary for a fair presentation. Interim operating results are not necessarily
indicative of results that may be expected for the year ending December 31, 2003
or for any subsequent period. These consolidated  financial statements should be
read in  conjunction  with  the  Annual  Report  on  Form  10-KSB  of  Manhattan
Pharmaceuticals,  Inc. and its subsidiaries ("Manhattan" or the "Company") as of
and for the  year  ended  December  31,  2002 and the  Form  8-K/A of  Manhattan
Pharmaceuticals,  Inc. filed on May 9, 2003 containing the financial  statements
of Manhattan Research Development, Inc.

(2)   LIQUIDITY

The Company has reported a net loss of  $1,037,320  for the year ended  December
31, 2002 and a net loss of  $4,451,290  for the nine months ended  September 30,
2003. The net loss from date of inception, August 6, 2001, to September 30, 2003
amounts to $5,545,406.

As  discussed  in Note 6, on February  21, 2003 the Company  completed a reverse
acquisition of privately held Manhattan Research  Development,  Inc.  Management
believes that the combined  Company will continue to incur net losses through at
least  September  30,  2004.  Based on the  resources  of the  combined  Company
available at September 30, 2003,  management  believes that the combined Company
will need additional  equity or debt financing or will need to generate revenues
through  licensing its products or entering into strategic  alliances to be able
to sustain its operations until it can achieve profitability, if ever.

The combined Company's continued  operations will depend on its ability to raise
additional  funds  through  various  potential  sources  such as equity and debt
financing,  collaborative  agreements,  strategic  alliances  and its ability to
realize the full potential of its technology in  development.  Additional  funds
may not become available on acceptable terms, and there can be no assurance that
any additional  funding that the combined Company does obtain will be sufficient
to meet the  combined  Company's  needs in the  short  and  long  term.  Through
September  30, 2003, a significant  portion of the Company's  financing has been
through  private  placements  of common stock and  warrants and debt  financing.
Until  and  unless  the  combined  Company's   operations  generate  significant
revenues,  the combined Company will attempt to continue to fund operations from
cash on hand and through the sources of capital previously described.

As  described in Note 10, on November 7, 2003,  the Company  completed a private
placement  of  1,000,000  shares of its  newly-designated  Series A  Convertible
Preferred Stock at a price of $10 per share,  resulting in gross proceeds to the
Company of  $10,000,000.  Each share of Series A Convertible  Preferred Stock is
convertible at the holder's  election into shares of the company's  common stock
at a conversion  price of $1.10 per share.  The conversion price of the Series A
Convertible  Preferred  Stock was less than the  market  value of the  Company's
common stock on November 7, 2003. Accordingly,  the Company will record a charge
for the beneficial  conversion feature associated with the convertible preferred
stock. Such charge is anticipated to approximate $418,000.

The Company's common stock is quoted on the Over-the-Counter Bulletin Board (the
"OTCBB")  under the ticker symbol  "MHTT.OB."  This has an adverse effect on the
liquidity  of our common  stock,  not only in terms of the number of shares that
can be bought and sold at a given price,  but also through  delays in the timing
of transactions and reduction in security  analysts' and the media's coverage of
the Company.  This may result in lower prices for shares of the Company's common
stock than might  otherwise be obtained and could also result in a larger spread
between the bid and asked prices for the common stock.


                                      F-17
<PAGE>


                MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003


On July 25, 2003,  the Board of Directors  adopted a resolution  authorizing  an
amendment  to  the  certificate  of   incorporation   providing  for  a  1-for-5
combination.  A resolution  approving  the 1-for-5  combination  was  thereafter
consented  to in writing by holders of a majority of the  Company's  outstanding
common stock. The proposed 1-for-5 combination became effective on September 25,
2003.  Accordingly,  all  share  and per share  information  in these  unaudited
condensed  consolidated  financial statements has been restated to retroactively
reflect the 1-for-5 combination.

(3)   COMPUTATION OF NET LOSS PER COMMON SHARE

Basic net loss per common share is calculated by dividing net loss applicable to
common shares by the  weighted-average  number of common shares  outstanding for
the period.  Diluted net loss per common  share equals basic net loss per common
share,  since common stock potentially  issuable from the exercise or conversion
of stock options, stock warrants,  stock subscriptions and convertible preferred
stock would have an anti dilutive effect because the Company incurred a net loss
during each period  presented.  The potentially  dilutive shares of common stock
from  stock  options,  stock  warrants,  stock  subscriptions,  and  convertible
preferred stock, which have not been included in the diluted  calculations since
their effect is antidilutive, was 4,111,935 as of September 30, 2003.

(4)   ISSUANCE OF STOCK, STOCK OPTIONS AND WARRANTS

On February  24,  2003,  the Company  granted  employees  options to purchase an
aggregate of 876,090  shares of common stock outside of the Company's 1995 Stock
Option Plan. An aggregate of 584,060 shares subject to these options vest on the
first  anniversary of the grant date and the remaining 292,030 shares subject to
these  options  vest in two equal  installments  on each of the first and second
anniversaries of the grant date, provided the optionee continues in service. The
options  were  granted  at the  market  price  on the  day of  issuance  and are
exercisable  for a  period  of ten  years  regardless  of  whether  the  grantee
continues to be employed by the Company.

The Company uses the  intrinsic  value method of  accounting  for stock  options
pursuant to the  provisions of APB Opinion No. 25. Had  compensation  costs been
determined in accordance  with the fair value method  prescribed by SFAS No. 123
for all options issued to employees, the Company's net loss applicable to common
shares and net loss per common share (basic and diluted) for plan options  would
have been  increased to the pro forma  amounts  indicated  below.  There were no
options granted during the third quarter of 2003.  There were no options granted
or outstanding in the 2002 periods.


                                      F-18
<PAGE>

<TABLE>
<CAPTION>
                                                   THREE               NINE
                                                MONTHS ENDED       MONTHS ENDED
                                                SEPTEMBER 30,      SEPTEMBER 30,
                                                   2003               2003
                                                -----------        -----------
<S>                                             <C>                <C>
Net loss, as reported                           $(3,253,027)       $(4,451,290)
Deduct:     Total stock-based employee
            compensation expense determined
            under fair value method                 (74,763)          (228,210)
                                                -----------        -----------
Net loss, pro forma                             $(3,327,790)       $(4,679,500)
                                                ===========        ===========
Net loss per common share - basic
    As reported                                 $     (0.14)       $     (0.20)
    Pro forma                                         (0.14)             (0.21)

</TABLE>



(5)   PRIVATE PLACEMENT OF COMMON SHARES

         During 2002, the Company's subsidiary,  Manhattan Research Development,
Inc. (Manhattan  Research) commenced a private placement and sold 239,450 shares
of common  stock at $8 ($0.63 post  merger) per share and  received  proceeds of
$1,704,318,  net of expenses of $211,281.  These shares converted into 3,043,332
shares of the  Company's  common  stock when the Company  completed  the reverse
acquisition of Manhattan Research as described below. In addition, each investor
received warrants equal to 10% of the number of shares of common stock purchased
and,  accordingly,  Manhattan Research issued warrants to purchase 23,945 shares
of common  stock in 2002 in  connection  with the  private  placement.  Upon the
merger,  these  converted  into  warrants  to  purchase  304,333  shares  of the
Company's  common  stock.  Each  warrant had an exercise  price of $8 per share,
which post merger  converted to  approximately  $0.63.  These warrants expire in
2007.

During January and February 2003,  Manhattan Research sold an additional 104,000
shares of common  stock at $8 ($0.63,  post  merger)  per share and  warrants to
purchase  10,400  shares of common stock  exercisable  at $8 ($0.63 post merger)
through the private  placement  and received  net  proceeds of  $743,691.  These
shares  converted into 1,321,806  shares of the Company's  common stock when the
Company completed its reverse acquisition of Manhattan Research. The warrants to
purchase  10,400  shares of common  stock  converted  into  warrants to purchase
132,181 common shares of the combined Company.

In addition, in connection with the private placement, Manhattan Research issued
to Joseph Stevens & Co., Inc., a NASD-member broker-dealer, warrants to purchase
130,511  shares of its  common  stock  that are  exercisable  at $8 ($0.63  post
merger) per share and expire in 2008. Upon the merger,  these warrants converted
into  warrants  to purchase  1,658,753  shares of common  stock of the  combined
Company.

(6)   MERGER

On February  21,  2003,  the Company  (formerly  known as  "Atlantic  Technology
Ventures,  Inc.")  completed a reverse  acquisition  of privately held Manhattan
Research  Development,  Inc.  (formerly  Manhattan  Pharmaceuticals,   Inc.),  a
Delaware corporation.  The merger was effected pursuant to an Agreement and Plan
of Merger  dated  December 17, 2002 (the  "Merger  Agreement")  by and among the
Company, Manhattan Research and Manhattan Pharmaceuticals  Acquisition Corp, the
Company's wholly owned subsidiary ("MPAC").  In accordance with the terms of the
Merger Agreement,  MPAC merged with and into Manhattan Research,  with Manhattan
Research remaining as the surviving corporation and a wholly owned subsidiary of
the Company.  Pursuant to the Merger  Agreement,  upon the effective time of the
merger,   the  outstanding   shares  of  common  stock  of  Manhattan   Research
automatically  converted into an aggregate of 18,689,917 shares of the Company's
common stock,  which represented 80 percent of the Company's  outstanding voting
stock after giving effect to the merger.  In addition,  immediately prior to the
merger  Manhattan  Research had outstanding  options and warrants to purchase an
aggregate of 172,856 shares of its common stock,  which,  in accordance with the
terms of the  merger,  automatically  converted  into  options  and  warrants to
purchase an aggregate of 2,196,944 shares of the Company's  common stock.  Since
the  stockholders  of  Manhattan  Research  received  the majority of the voting
shares of the Company,  the merger was  accounted  for as a reverse  acquisition
whereby Manhattan Research was the accounting  acquirer (legal acquiree) and the
Company was the  accounting  acquiree  (legal  acquirer).  Based on the five-day
average  price of the  Company's  common stock of $0.50 per share,  the purchase
price approximated $2,336,000,  plus approximately $33,000 of acquisition costs,
which  represents  20  percent  of the market  value of the  combined  Company's
post-merger  total  outstanding  shares of  23,362,396.  In connection  with the
merger, the Company changed its name from "Atlantic Technology  Ventures,  Inc."
to  "Manhattan  Pharmaceuticals,  Inc."  At the  time of the  merger,  Manhattan
Research  recognized  patents and licenses for substantially all of the purchase
price. A formal purchase price  allocation was completed in the third quarter of
2003 and did not  result in  changes  to the  initial  estimate.  As a result of
acquiring Manhattan Research, the Company received new technologies.


                                      F-19
<PAGE>

A summary of the purchase price allocation is as follows:

<TABLE>
<CAPTION>
<S>                                                                 <C>
Common stock issued                                                 $ 2,336,242
Acquisition costs paid                                                   32,808
                                                                    -----------

Total purchase price                                                  2,369,050

Net liabilities assumed in acquisition                                  798,128
                                                                    -----------

Excess purchase price (allocated to
    intangible assets)                                              $ 3,167,178
                                                                    ===========

Assets purchased:
    Prepaid expenses                                                $    38,307
    Property and equipment                                                7,683
    Deposits                                                             19,938
                                                                    -----------

                                                                         65,928
                                                                    -----------
Liabilities assumed:
    Accounts payable                                                    323,735
    Accrued expenses                                                    540,321
                                                                    -----------
                                                                        864,056
                                                                    -----------
Net liabilities assumed                                             $  (798,128)
                                                                    ===========
</TABLE>


The following pro forma financial  information  presents the combined results of
operations  of  Manhattan  Pharmaceuticals  and  Manhattan  Research  as if  the
acquisition had occurred as of January 1, 2003 and 2002,  after giving effect to
certain adjustments,  including the issuance of Manhattan Pharmaceuticals common
stock  as  part of the  purchase  price.  For the  purpose  of  this  pro  forma
presentation, both Manhattan Pharmaceuticals' and Manhattan Research's financial
information is presented for the three and nine months ended  September 30, 2003
and  2002,   respectively.   The  pro  forma  condensed  consolidated  financial
information  does not  necessarily  reflect the results of operations that would
have occurred had Manhattan Pharmaceuticals and Manhattan Research been a single
entity during such periods.


                                      F-20
<PAGE>

<TABLE>
<CAPTION>
                                     THREE MONTHS
                                   ENDED SEPTEMBER 30,  NINE MONTHS ENDED SEPTEMBER 30,
                                          2002               2003              2002
                                      ------------      ------------      ------------
<S>                                   <C>               <C>               <C>
Revenues                              $         --      $         --      $         --
Net loss                              $ (1,019,353)     $ (4,650,838)     $ (2,315,120)
Weighted-average shares of common
    stock outstanding: Basic            12,709,676        22,150,857        12,709,676

Basic net loss per common share       $      (0.08)     $      (0.21)     $      (0.18)
</TABLE>


(7)   LICENSE AND DEVELOPMENT AGREEMENT

In April 2003, the Company entered into a license and development agreement with
NovaDel  Pharma,  Inc.  ("NovaDel"),  under which the Company  received  certain
worldwide,  exclusive  rights to develop and  commercialize  products related to
NovaDel's  proprietary  lingual spray  technology  for  delivering  propofol for
pre-procedural  sedation.  Under the terms of this agreement, the Company agreed
to use its  commercially  reasonable  efforts to develop and  commercialize  the
licensed products,  to obtain necessary  regulatory  approvals and to thereafter
exploit the licensed  products.  The  agreement  also provides that NovaDel will
undertake to perform,  at the Company's  expense,  a substantial  portion of the
development activities, including without limitation,  preparation and filing of
various applications with applicable regulatory authorities.

In consideration of the license,  upon the occurrence of certain development and
regulatory events, the Company is obligated to make payments to NovaDel upon the
occurrence of certain  milestones,  including  filing a New Drug  Application or
"NDA" that is accepted  for review by the FDA for a licensed  product,  filing a
European  Marketing  Application  for a  licensed  product,  having a filed  NDA
approved by the FDA, having a European Marketing Application accepted for review
within the  European  Union,  receiving  commercial  approval in Japan,  Canada,
Australia and South Africa,  and upon receiving  regulatory  approval in certain
other countries.  The aggregate amount of the milestone  payments is significant
in light of the  Company's  currently  available  resources.  In  addition,  the
Company is obligated to pay to NovaDel an annual  royalty  based on a fixed rate
of net sales of licensed products, or if greater, the annual royalty is based on
the Company's  net profits from the sale of licensed  products at a rate that is
twice the net sales rate.  In the event the  Company  sublicenses  the  licensed
product to a third party,  the Company is obligated to pay royalties  based on a
fixed rate of fees or royalties received from the sublicensee until such time as
the Company  recovers its  out-of-pocket  costs, and thereafter the royalty rate
doubles. Because of the continuing development efforts required of NovaDel under
the agreement, the royalty rates are substantially higher than customary for the
industry.  The Company is also  required to pay an up-front fee in  installments
contingent on whether the Company receives  certain amounts through  financings,
revenues or otherwise.  To date,  the Company has paid and expensed  $125,000 of
such up-front fee.

NovaDel may  terminate  the  agreement  (i) upon 10 days'  notice if the Company
fails to make any required  milestone or royalty  payments,  (ii) if the Company
fails to obtain  financing  of at least  $5,000,000  by March 31, 2004 (see Note
10), or (iii) if the Company becomes  bankrupt or if a petition in bankruptcy or
insolvency is filed and not dismissed  within 60 days or if the Company  becomes
subject to a receiver or trustee for the  benefit of  creditors.  Each party may
terminate the agreement  upon 30 days' written notice and an opportunity to cure
in the event the other party committed a material breach or default. The Company
may also terminate the agreement for any reason upon 90 days' notice to NovaDel.


                                      F-21
<PAGE>

(8)   ASSET SALE

On August 22,  2003,  the Company sold all of its  remaining  rights to the CT-3
technology to Indevus Pharmaceuticals,  Inc. ("Indevus"), the Company's licensee
for aggregate  consideration of approximately  $559,000.  The purchase price was
paid through a combination of cash and shares of Indevus'  common stock.  On the
same date, the Company settled its  arbitration  with Dr. Sumner  Burstein,  the
inventor of the CT-3  technology,  which includes a complete mutual release from
all claims that either  party had against the other.  As a result of the sale of
the Company's  rights to the CT-3 technology to Indevus,  the Company recorded a
one-time  charge of  $1,213,878  in the quarter  ended  September  30, 2003.  In
addition,  on August 8, 2003,  Bausch & Lomb  informed  the Company  that it had
elected not to pursue its development of the Avantix technology effective August
11, 2003.  According to the terms of Company's agreement with Bausch & Lomb, the
Company may re-acquire the technology  from Bausch & Lomb and sell or re-license
the technology to a third party.  The price to re-acquire  the  technology  from
Bausch & Lomb is 50 percent of the proceeds from a third party sale to a maximum
of $3 million.  The Company has no further obligation under the agreement.  As a
result of Bausch & Lomb's  decision not to develop the Avantix  technology,  the
Company  recorded a one-time charge of $1,248,230 in the quarter ended September
30, 2003 for the impairment of the related intangible asset.

(9)   REVERSE STOCK SPLIT

On July 25, 2003,  the Board of Directors  adopted a resolution  authorizing  an
amendment  to  the  certificate  of   incorporation   providing  for  a  1-for-5
combination.  A resolution  approving  the 1-for-5  combination  was  thereafter
consented  to in writing by holders of a majority of the  Company's  outstanding
common stock. The proposed 1-for-5 combination became effective on September 25,
2003.  Accordingly,  all  share  and per share  information  in these  unaudited
condensed  consolidated  financial statements has been restated to retroactively
reflect the 1-for-5 combination.

(10)  SUBSEQUENT EVENTS

On November 7, 2003,  the Company  completed a private  placement  of  1,000,000
shares of its newly-designated  Series A Convertible  Preferred Stock at a price
of $10 per share,  resulting  in gross  proceeds to the Company of  $10,000,000.
Each  share of  Series A  Convertible  Preferred  Stock  is  convertible  at the
holder's  election  into shares of the  company's  common  stock at a conversion
price of $1.10 per  share.  The  conversion  price of the  Series A  Convertible
Preferred Stock was less than the market value of the Company's  common stock on
November  7,  2003.  Accordingly,  the  Company  will  record a  charge  for the
beneficial  conversion feature associated with the convertible  preferred stock.
Such charge is anticipated to approximate $418,000.

The  proceeds  from the  private  placement  will be used to fund  clinical  and
non-clinical  research and  development,  working capital and general  corporate
purposes.  Maxim Group, LLC of New York, together with Paramount Capital,  Inc.,
acted as the placement agent in connection with the private placement.


                                      F-22

<PAGE>



                                21,039,530 SHARES

                                  COMMON STOCK

                         MANHATTAN PHARMACEUTICALS, INC.


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

                                   PROSPECTUS

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



                          _____________________ , 2004


<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under provisions of the certificate of incorporation and bylaws of the
Registrant, directors and officers will be indemnified for any and all
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys fees, in connection with threatened, pending or completed actions,
suits or proceedings, whether civil, or criminal, administrative or
investigative (other than an action arising by or in the right of the
Registrant), if such director or officer has been wholly successful on the
merits or otherwise, or is found to have acted in good faith and in a manner he
or she reasonably believes to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In addition,
directors and officers will be indemnified for reasonable expenses in connection
with threatened, pending or completed actions or suits by or in the right of
Registrant if such director or officer has been wholly successful on the merits
or otherwise, or is found to have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Registrant, except in the case of certain findings by a court that such person
is liable for negligence or misconduct in his or her duty to the Registrant
unless such court or the Delaware Court of Chancery also finds that such person
is nevertheless fairly and reasonably entitled to indemnity. The Registrant's
Certificate of Incorporation also eliminates the liability of directors of the
Registrant for monetary damages to the fullest extent permissible under Delaware
law.

         Section 145 of the Delaware General Corporation Law states:

         (a) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action arising by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense which the Court of Chancery or
such other court shall deem proper.


                                      II-1
<PAGE>

ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The Registrant estimates that expenses payable by the Registrant is
connection with the offering described in this Registration Statement will be as
follows:

<TABLE>
<CAPTION>
<S>                                                                   <C>
           SEC registration fee ....................................  $    2,700
           Legal fees and expenses .................................      25,000
           Accounting fees and expenses ............................      15,000
           Printing and engraving expenses..........................       5,000
           Miscellaneous ...........................................       5,000
                                                                      ----------
           Total ...................................................  $   52,700
                                                                      ==========
</TABLE>


ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES.

         The following sales of unregistered securities reflect the Registrant's
1-for-5 stock combination effected September 25, 2003.

Dian Griesel

          On March 8, 2001, the Registrant entered into an agreement with The
Investor Relations Group, Inc., or "IRG," under which IRG agreed to provide the
Registrant investor relations services. The issuance of the warrants did not
involve any public offering and therefore was exempt from registration pursuant
to Section 4(2) of the Securities Act. Pursuant to this agreement the Registrant
issued to Dian Griesel warrants to purchase 24,000 shares of its common stock.
The term of the warrants is five years and the exercise price of the warrants is
$4.375, and they vested in 1,000 share monthly increments over a 24-month
period.

Issuance to Fusion Capital

          On May 7, 2001, the Registrant entered into a common stock purchase
agreement with Fusion Capital Fund II, LLC in which Fusion Capital agreed to
purchase up to $6.0 million of the Registrant's common stock over a 30-month
period, subject to a 6-month extension or earlier termination at our discretion.
The Registrant paid a $120,000 finder's fee relating to this transaction to
Gardner Resources, Ltd. and issued to Fusion Capital Fund II, LLC 120,000 common
shares as a commitment fee. Those shares had an estimated fair value of $444,000
at the time of issuance. On November 30, 2001, Fusion Capital waived the $3.40
floor price provided for in the purchase agreement and purchased under the
agreement 83,333 shares of the Registrant's common stock at a price of $1.20,
representing an aggregate purchase price of $100,000. These issuances to Fusion
Capital did not involve any public offering and were therefore exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

Issuance to BH Capital Investments, L.P. and Excalibur Limited Partnership

          On August 1, 2001, the Registrant agreed to issue 7,000 shares of its
common stock to each of BH Capital Investments, L.P. and Excalibur Limited
Partnership in return for their commitment to provide the Registrant with $3.5
million of financing in connection with an asset purchase for which the
Registrant had submitted a bid. The registrant issued those shares but
ultimately did not purchase those assets. Issuance of these shares did not
involve any public offering and therefore was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933.


                                      II-2
<PAGE>


Issuance to Proteus Capital Corp.

          On August 9, 2001, the Registrant entered into an agreement with
Proteus Capital Corp ("Proteus") in which Proteus agreed to assist the
Registrant with raising additional funds. Pursuant to this agreement, the
Registrant granted Douglas J. Newby and Samuel Gerszonowicz, both principals of
Proteus, one warrant each to purchase 50,000 shares of the Registrant's common
stock at $2.95 per share, which was the average closing stock price for the two
weeks ending August 17, 2001. The warrants were fully vested on the date of the
agreement and were outstanding at December 31, 2001. The term of the warrants is
five years. Issuance of these warrants did not involve any public offering and
therefore was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

2001 Private Placement

          On December 3, 2001, the Registrant issued to certain investors in a
private placement an aggregate of 1,666,663 shares of its common stock and
warrants exercisable for a further 1,666,663 shares of its common stock. The
purchase price per share of common stock was $1.20. The term of the warrants is
five years and the per-share exercise price is $1.45.

          In connection with this private placement, the Registrant issued to
Joseph Stevens & Company, Inc. on December 3, 2001, as part of its placement
fee, warrants to purchase 166,666 shares of common stock. The term of the
warrants is five years and the per-share exercise price is $1.45.

          The issuances did not involve any public offering and therefore were
exempt from the registration requirements of Section 5 of the Securities Act
pursuant to Section 4(2) of the Securities Act.

Issuance to Consultant

         In April 2002, the Registrant issued 75,000 shares of its common stock
to a consultant in exchange for consulting and advisory services valued at
$15,000 rendered to the Registrant. The registrant relied upon the exemption
from federal registration under Section 4(2) of the Securities Act, based on its
belief that the issuance did not involve a public offering, the consultant was
sophisticated in financial and business matters and the consultant had access to
information pertaining to our company.

Issuance to Fusion Capital Fund II, LLC

         Pursuant to a common stock purchase agreement dated May 7, 2001,
between the Registrant and Fusion Capital Fund II, LLC, the Registrant issued
10,000 shares of its common stock in May 2002 in exchange for aggregate proceeds
of $1,666,67. This issuance was exempt from federal registration requirements
pursuant to Section 4(2) of the Securities Act because the Registrant had a
reasonable basis to conclude that Fusion Capital Fund II, LLC was an accredited
investor, was sophisticated in financial and business matters and because the
issuance did otherwise involve a public offering.

Issuance in connection with Acquisition of Manhattan Research Development, Inc.

         In connection with the Registrant's merger with Manhattan Research
Development, Inc., effective as of February 21, 2003, it issued an aggregate of
18,689,916 shares of its common stock to the former stockholders of Manhattan
Research Development in exchange for their shares of Manhattan Research
Development common stock. In addition, at the time of the merger, Manhattan
Research Development had outstanding warrants to purchase an aggregate of
864,280 shares of its common stock, which automatically converted into warrants
to purchase an aggregate of 2,196,943 shares of the Registrant's common stock.
The form of warrant such warrant was attached as Exhibit 4.1 to the Registrant's
Form 10-QSB for the quarter ended March 31, 2003. The Registrant relied on the
exemption from federal registration under Section 4(2) of the Securities Act,
based on its belief that the issuance of such securities did not involve a
public offering, as there were fewer than 35 "non-accredited" investors, all of
whom, either alone or through a purchaser representative, had such knowledge and
experience in financial and business matters so that each was capable of
evaluating the risks of the investment.


                                      II-3
<PAGE>

Series A Convertible Preferred Stock

         On November 5, 2003, the Registrant issued 1,000,000 shares of its
Series A Convertible Preferred Stock at a total offering price of $10,000,000.
Each share of Series A Convertible Preferred Stock is convertible into
approximately 9.1 shares of common stock. The Registrant engaged Maxim Group LLC
and, indirectly, Paramount Capital, Inc. as placement agents and paid aggregate
commissions of $700,000, plus non-accountable expenses of $150,000. The
Registrant also issued to the placement agents warrants to purchase an aggregate
of 9,090,909 shares of common stock at a price of $1.10 per share. The offer and
sale of the Series A Convertible Preferred Stock and the placement agent
warrants did not involve a public offering and was made solely to "accredited
investors," and was, therefore, exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) and Rule 506 promulgated thereunder.

January 2004 Private Placement

         On January 12, 2004, the Registrant issued 3,368,637 shares of common
stock at a price of $1.10 per share. The Registrant engaged Paramount Capital,
Inc. as a placement agent in connection with the private placement, paying an
aggregate commission of approximately $251,000, plus non-accountable expenses of
$10,000. The Registrant also issued to the placement agent a warrant to purchase
326,499 shares of common stock exercisable at a price of $1.10 per share. The
offer and sale of the shares of common stock and the placement agent warrants
did not involve a public offering and was made solely to accredited investors,
and was, therefore, exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) and Rule 506 promulgated thereunder.

ITEM 16.   EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

<TABLE>
<CAPTION>
    Exhibit No.   Description
    -----------   -----------
<S>               <C>
         2.1      Agreement and Plan of Merger among the Company, Manhattan
                  Pharmaceuticals Acquisition Corp. and Manhattan Research
                  Development, Inc. (formerly Manhattan Pharmaceuticals, Inc.)
                  dated December 17, 2002 (incorporated by reference to Exhibit
                  2.1 from Form 8-K filed March 5, 2003).

         3.1      Certificate of incorporation, as amended through September 25,
                  2003 (incorporated by reference top Exhibit 3.1 to the
                  Registrant's Form 10-QSB for the quarter ended September 30,
                  2003).

         3.2      Bylaws, as amended to date (incorporated by reference from
                  Registrant's registration statement on Form SB-2, as amended
                  (File No. 33-98478)).

         3.3      Certificate of Designations of Series A Convertible Preferred
                  Stock.

         4.1      Form of unit certificate (incorporated by reference from
                  Registrant's registration statement on Form SB-2, as amended
                  (File No. 33-98478)).
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
    Exhibit No.   Description
    -----------   -----------
<S>               <C>
         4.2      Specimen common stock certificate (incorporated by reference
                  from Registrant's registration statement on Form SB-2, as
                  amended (File No. 33-98478)).

         4.3      Form of redeemable warrant certificate (incorporated by
                  reference from Registrant's registration statement on Form
                  SB-2, as amended (File No. 33-98478)).

         4.4      Form of redeemable warrant agreement between the Registrant
                  and Continental Stock Transfer & Trust Company (incorporated
                  by reference from Registrant's registration statement on Form
                  SB-2, as amended (File No. 33-98478)).

         4.5      Form of underwriter's warrant certificate (incorporated by
                  reference from Registrant's registration statement on Form
                  SB-2, as amended (File No. 33-98478)).

         4.6      Form of underwriter's warrant agreement between the Registrant
                  and Joseph Stevens & Company, L.P. (incorporated by reference
                  from Registrant's registration statement on Form SB-2, as
                  amended (File No. 33-98478)).

         4.7      Form of subscription agreement between Registrant and the
                  selling stockholders (incorporated by reference from
                  Registrant's registration statement on Form SB-2, as amended
                  (File No. 33-98478)).

         4.8      Form of bridge warrant (incorporated by reference from
                  Registrant's registration statement on Form SB-2, as amended
                  (File No. 33-98478)).

         4.9      Warrant issued to John Prendergast to purchase 37,500 shares
                  of Registrant's common stock (incorporated by reference from
                  Exhibit 10.24 to the Registrant's Form 10-QSB for the quarter
                  ended March 31, 1997).

         4.10     Warrant No. 1 issued to Joseph Stevens & Company, Inc. to
                  purchase 150,000 shares of Registrant's Common Stock
                  exercisable January 4, 2000 (incorporated by reference to
                  Exhibit 10.28 to the Registrant's Form 10-KSB for the year
                  ended December 31, 1999).

         4.11     Warrant No. 2 issued to Joseph Stevens & Company, Inc. to
                  purchase 150,000 shares of Registrant's Common Stock
                  exercisable January 4, 2001 (incorporated by reference to
                  Exhibit 10.29 to the Registrant's Form 10-KSB for the year
                  ended December 31, 1999).

         4.12     Warrant No. 3 issued to Joseph Stevens & Company, Inc. to
                  purchase 150,000 shares of Registrant's Common Stock
                  exercisable January 4, 2002 (incorporated by reference to
                  Exhibit 10.30 to the Registrant's Form 10-KSB for the year
                  ended December 31, 1999).

         4.13     Warrant certificate issued May 12, 2000, by the Registrant to
                  TeraComm Research, Inc. (incorporated by reference from
                  Exhibit 10.3 to the registrant's Form 10-QSB for the quarter
                  ended June 30, 2000).

         4.14     Form of stock purchase warrants issued on September 28, 2000
                  to BH Capital Investments, L.P., exercisable for shares of
                  common stock of the Registrant (incorporated by reference to
                  Exhibit 10.6 to the Registrant's Form 10-QSB for the quarter
                  ended September 30, 2000).

         4.15     Form of stock purchase warrants issued on September 28, 2000
                  to Excalibur Limited Partnership, exercisable for shares of
                  common stock of the Registrant (incorporated by reference to
                  Exhibit 10.7 to the Registrant's Form 10-QSB for the quarter
                  ended September 30, 2000).
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<CAPTION>
    Exhibit No.   Description
    -----------   -----------
<S>               <C>
         4.16     Warrant certificate issued March 8, 2001 by the Registrant to
                  Dian Griesel (incorporated by reference to Exhibit 10.56 to
                  the Registrant's Form 10-QSB for the quarter ended March 31,
                  2001).

         4.17     Form of warrant issued by Manhattan Research Development,
                  Inc., which automatically converted into warrants to purchase
                  shares of the Registrant's common stock upon the merger
                  transaction with such company (incorporated by reference to
                  Exhibit 4.1 to the Registrant's Form 10-QSB for the quarter
                  ended March 31, 2003).

         4.18     Form of warrant issued to placement agents in connection with
                  the Registrant's November 2003 private placement of Series A
                  Convertible Preferred Stock and the Registrant's January 2004
                  private placement.

         5.1      Opinion of Maslon Edelman Borman & Brand, LLP.

         10.1     1995 stock option plan, as amended (incorporated by reference
                  to Exhibit 10.18 to the Registrant's Form 10-QSB for the
                  quarter ended September 30, 1996).

         10.2     Common stock purchase agreement dated March 16, 2001, between
                  Registrant and Fusion Capital Fund II, LLC (incorporated by
                  reference from Exhibit 10.55 of the Registrant's Form 10-QSB
                  for the quarter ended March 31, 2001).

         10.3     Common stock purchase agreement dated as of May 7, 2001,
                  between Registrant and Fusion Capital Fund II, LLC
                  (incorporated by reference to Exhibit 10.57 of Amendment No. 1
                  to the Registrant's registration statement on Form SB-2/A
                  filed June 29, 2001 (File 333-61974)).

         10.4     Form of registration rights agreement between Registrant and
                  Fusion Capital Fund II, LLC (incorporated by reference to
                  Exhibit 10.58 of Amendment No. 1 to the Registrant's
                  registration statement on Form SB-2/A filed June 29, 2001
                  (File 333-61974)).

         10.5     Third Amendment to Employment Agreement dated February 21,
                  2003 between the Registrant and Nicholas J. Rossettos
                  (incorporated by reference to Exhibit 10.3 to the Registrant's
                  Form 10-QSB for the quarter ended March 31, 2003).

         10.6     Employment Agreement dated January 2, 2003, between Manhattan
                  Research Development, Inc. and Leonard Firestone, as assigned
                  to the Registrant effective as of February 21, 2003
                  (incorporated by reference to Exhibit 10.4 to the Registrant's
                  Form 10-QSB for the quarter ended March 31, 2003).

         10.7     Employment Agreement dated February 28, 2003, between the
                  Registrant and Nicholas J. Rossettos (incorporated by
                  reference to Exhibit 10.5 to the Registrant's Form 10-QSB for
                  the quarter ended March 31, 2003).

         10.8     License Agreement dated on or about February 28, 2002 between
                  Manhattan Research Development, Inc. (f/k/a Manhattan
                  Pharmaceuticals, Inc.) and Oleoyl-Estrone Developments SL
                  (incorporated by reference to Exhibit 10.6 to the Registrant's
                  Form 10-QSB for the quarter ended March 31, 2003).++

         10.9     License Agreement dated April 4, 2003 between the Registrant
                  and NovaDel Pharma, Inc. (incorporated by reference to Exhibit
                  10.1 to the Registrant's Form 10-QSB for the quarter ended
                  June 30, 2003).++
</TABLE>


                                      II-6
<PAGE>

<TABLE>
<CAPTION>
    Exhibit No.   Description
    -----------   -----------
<S>               <C>
         10.10    Employment Agreement dated January 2, 2004 between the
                  Registrant and Leonard Firestone.

         16.1     Letter of KPMG LLP (incorporated by reference to Exhibit 99
                  filed with the Registrant's Form 8-K filed on December 12,
                  2002).

         23.1     Consent of J.H. Cohn LLP.

         23.2     Consent of Weinberg & Company, P.A.

         23.3     Consent of Maslon Edelman Borman & Brand, LLP (included as
                  part of Exhibit 5.1).

          24.1    Power of Attorney (included on signature page hereof).
</TABLE>

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

++       Confidential treatment has been requested as to certain portions of
         these exhibits pursuant to Rule 24b-2 of the Securities Exchange Act of
         1934, as amended.

ITEM 28.  UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(b) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering; and


                                      II-7
<PAGE>

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.


                                      II-8
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on January 13,
2004.

                                   MANHATTAN PHARMACEUTICALS, INC.

                                   By:  /s/ Leonard Firestone
                                        -------------------------------------
                                        Leonard Firestone
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints David M. Tanen and Nicholas J. Rossettos
as his or her true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his or her behalf individually and in the capacity
stated below and to perform any acts necessary to be done in order to file all
amendments to this Registration Statement and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed as of the 13th day of January, 2004,
by the following persons in the capacities indicated.


<TABLE>
<CAPTION>
              NAME                                                       TITLE
              ----                                                       -----
<S>                                                       <C>
     /s/ Leonard Firestone                                President and Chief Executive Officer (Principal Executive
- ---------------------------------------                       Officer)
         Leonard Firestone


     /s/ Nicholas J. Rossettos                            Chief Operating Officer, Chief Financial Officer,
- ---------------------------------------                       Treasurer and Secretary  (Principal Financial and
         Nicholas J. Rossettos                                Accounting Officer)


     /s/ Joshua Kazam                                     Director
- ---------------------------------------
         Joshua Kazam


     /s/ Joan Pons                                        Director
- ---------------------------------------
         Joan Pons


     /s/ David M. Tanen                                   Director
- ---------------------------------------
         David M. Tanen


     /s/ Michael Weiser                                   Director
- ---------------------------------------
         Michael Weiser
</TABLE>


                                      II-9
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>      <C>
        EXHIBIT   DESCRIPTION OF DOCUMENT
        -------   -----------------------

         3.3      Certificate of Designation of Series A Convertible Preferred
                  Stock

         4.18     Form of warrant issued to placement agents in connection with
                  November 2003 private placement of Series A Convertible
                  Preferred Stock.

         5.1      Opinion of Maslon Edelman Borman & Brand, LLP

         10.10    Employment Agreement dated January 2, 2004, between Registrant
                  and Leonard Firestone

         23.1     Consent of J.H. Cohn LLP

         23.2     Consent of Weinberg & Company, P.A.

         23.3     Consent of Maslon Edelman Borman & Brand, LLP (included as
                  part of Exhibit 5.1)

         24.1     Power of Attorney (included on signature page hereof)

</TABLE>



                                     II-10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>3
<FILENAME>v01211_ex3-3.txt
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.3


                           CERTIFICATE OF DESIGNATIONS

                                       of

                         SERIES A CONVERTIBLE PREFERRED

                                      STOCK

                                       of

                         MANHATTAN PHARMACEUTICALS, INC.

                        Pursuant to Section 151(g) of the
                General Corporation Law of the State of Delaware

                  MANHATTAN PHARMACEUTICALS, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify that, pursuant to the authority conferred on the Board of
Directors of the Corporation by the Certificate of Incorporation, as amended and
restated to date (the "Certificate of Incorporation"), of the Corporation and in
accordance with Section 151(g) of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation adopted the following
resolution establishing a series of One Million Five Hundred Thousand
(1,500,000) shares of Preferred Stock of the Corporation designated as "Series A
Convertible Preferred Stock":

                  RESOLVED, that pursuant to the authority conferred on the
         Board of Directors of this Corporation by the Certificate of
         Incorporation, a series of Preferred Stock, par value $0.001 per share,
         of the Corporation is hereby established and created, and that the
         designation and number of shares thereof and the voting and other
         powers, preferences and relative, participating, optional or other
         rights of the shares of such series and the qualifications, limitations
         and restrictions thereof are as follows:

         1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series A Convertible Preferred Stock" and the number of shares
constituting such series shall be one million five hundred thousand (1,500,000).
Such series is referred to herein as the "Series A Preferred Stock" and shall
have a stated value (the "Stated Value") of $10.00 per share. The Series A
Preferred Stock shall, with respect to dividend rights, have the entitlements
set forth herein and shall, with respect to rights on liquidation, dissolution
and winding up of the affairs of the Corporation, rank senior to all classes of
Common Stock of the Corporation and, subject to the rights of any series of
Preferred Stock that may from time to time come into existence providing that
the Series A Preferred Stock shall rank junior or senior thereto, other equity
securities of the Corporation. Such number of shares may be decreased by
resolution of the Board of Directors of the Corporation; provided, however, that
no decrease shall reduce the number of shares of Series A Preferred Stock to
less than the number of shares then issued and outstanding and payable with
respect to dividends.


                                       1
<PAGE>

         2. Dividends and Distributions. (a) Commencing on the date issued, the
holders of the Series A Preferred Stock shall be entitled to receive cumulative
dividends on each share of Series A Preferred Stock, payable in kind, at the
rate of 5% per annum (computed on the basis of a 365-day year) of the Dividend
Base Amount (as defined below), payable semi-annually in arrears. Such dividends
shall be paid in additional duly authorized, fully-paid and non-assessable
shares of Series A Preferred Stock. Such dividends shall accrue and accumulate
whether or not they have been declared and whether or not there are profits,
surplus or other funds of the Corporation legally available for the payment of
dividends. The "Dividend Base Amount" shall be $10.00 plus all accrued but
unpaid dividends (subject to appropriate adjustment to reflect any stock split,
combination, reclassification or reorganization of the Series A Preferred
Stock). The number of shares to be paid upon any payment in kind dividend for
purposes of this Section 2(a) shall be the amount of the dividend divided by the
Stated Value (subject to appropriate adjustment to reflect any stock split,
combination, reclassification or reorganization of the Series A Preferred
Stock).

                           (b) In addition to the foregoing, subject to the
prior and superior rights of the holders of any shares of any series or class of
capital stock ranking prior and superior to the shares of Series A Preferred
Stock with respect to dividends, the holders of shares of Series A Preferred
Stock shall be entitled to receive, as, when and if declared by the Board of
Directors of the Corporation, out of assets legally available for that purpose,
dividends or distributions in cash, stock or otherwise payable to the holders of
Common Stock on an as converted basis.

                           (c) Any dividend or distribution (other than that
referenced in Section 2(b)) payable to the holders of the Series A Preferred
Stock pursuant to this Section 2 shall be paid to such holders at the same time
as the dividend or distribution on the Junior Stock (as defined below) or any
other capital stock of the Company by which it is measured is paid.

                           (d) All dividends or distributions declared upon the
Series A Preferred Stock shall be declared pro rata per share.

(e) Any reference to "distribution" contained in this Section 2 shall not be
deemed to include any distribution made in connection with or in lieu of any
Liquidation Event (as defined below).

                           (f) "Junior Stock" shall mean the Common Stock and
any shares of preferred stock of any series or class of the Corporation, whether
presently outstanding or hereafter issued, which are junior to the shares of
Series A Preferred Stock with respect to (i) the distribution of assets on any
Liquidation Event (as defined below), (ii) dividends or (iii) voting.

         3. Liquidation Preference. (a) In the event of a (i) liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
(ii) a sale of all or substantially all of the assets of the Corporation or
(iii) voluntary or involuntary bankruptcy of the Corporation (subparagraphs (i),
(ii) and (iii) being collectively referred to as a "Liquidation Event"), after
payment or provision for payment of debts and other liabilities of the
Corporation, the holders of the Series A Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, whether such assets are capital, surplus, or
earnings, before and in preference to any payment or declaration and setting
apart for payment of any amount shall be made in respect of any Junior Stock, an
amount equal to $10.00 per share plus an amount equal to all declared and/or
unpaid dividends thereon. In the case of property or in the event that any such
securities are restricted, the value of such property or securities shall be
determined by agreement between the Corporation and the holders of a majority of
the shares of Series A Preferred Stock then outstanding. If upon any Liquidation
Event, whether voluntary or involuntary, the assets to be distributed to the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such stockholders of the full preferential amounts aforesaid, then
all of the assets of the Corporation to be distributed shall be so distributed
ratably to the holders of the Series A Preferred Stock on the basis of the
number of shares of Series A Preferred Stock held. A consolidation or merger of
the Corporation with or into another corporation shall not be considered a
Liquidation Event and, accordingly, the Corporation shall make appropriate
provision to ensure that the terms of this Certificate of Designations survive
any such transaction. All shares of Series A Preferred Stock shall rank as to
payment upon the occurrence of any Liquidation Event senior to the Common Stock
as provided herein and, unless the terms of such other series shall provide
otherwise, senior to all other series of the Corporation's preferred stock.


                                       2
<PAGE>

                  (b) Upon the completion of the distribution required by
subparagraph (a) of this Section 3 and subject to any other distribution that
may be required with respect to any series of Preferred Stock that may from time
to time come into existence, the remaining assets of the Corporation available
for distribution to stockholders shall be distributed among the holders of
Common Stock pro rata based on the number of shares of Common Stock held by the
holders of Common Stock.

                  (c) Any securities or other property to be delivered to the
holders of the Series A Preferred Stock pursuant to Section 3(a) hereof shall be
valued as follows:

                           (i) Securities not subject to an investment letter or
other similar restriction on free marketability:

                                    (A) If traded on a securities exchange or on
         Nasdaq (as defined below), or if actively traded over-the-counter, the
         value shall be deemed to be the Market Price (as defined below) of the
         securities as of the date of valuation.

                                    (B) If there is no such active public market
         for the securities, the value shall be the Fair Market Value (as
         defined below) of the securities.

                           (ii) The "Market Price" of a security shall mean the
volume weighted average price of such security, for five consecutive trading
days, ending with the day prior to the date as of which the Market Price is
being determined, calculated by adding the aggregate dollars traded for every
transaction in such 5-day period (price multiplied by the number of shares
traded) and then dividing by the total shares traded during the 5-day period.

                           (iii) The "Fair Market Value" of any asset (including
any security) means the fair market value thereof as mutually determined by the
Corporation and the holders of a majority (measured in terms of voting power) of
the outstanding shares of Series A Preferred Stock.

                           (iv) The "Closing Price" for any security for each
trading day shall be the reported closing price of such security on the national
securities exchange on which such security is listed or admitted to trading, or,
if such security is not listed or admitted to trading on any national securities
exchange, shall mean the reported closing price of such security on the Nasdaq
SmallCap Market or the Nasdaq National Market System (collectively referred to
as "Nasdaq") or, if such security is not listed or admitted to trading on any
national securities exchange or quoted on Nasdaq, shall mean the reported
closing price of such security on the principal securities exchange on which
such security is listed or admitted to trading or, if such security is not
listed or admitted to trading on a national securities exchange, quoted on
Nasdaq or listed or admitted to trading on any other securities exchange, shall
mean the closing or last sale price in the over-the-counter market.


                                       3
<PAGE>

                           (v) "Trading day" shall mean a day on which the
securities exchange or Nasdaq used to determine the Closing Price is open for
the transaction of business or the reporting of trades or, if the Closing Price
is not so determined, a day on which such securities exchange is open for the
transaction of business.

                           (vi) If the holders of a majority of the Series A
Preferred Stock and the Corporation are unable to reach agreement on any
valuation matter, such valuation shall be submitted to and determined by a
nationally recognized independent investment bank selected by the Board of
Directors of the Corporation and the holders of a majority of the Series A
Preferred Stock (or, if such selection cannot be agreed upon promptly, or in any
event within ten days, then such valuation shall be made by a nationally
recognized independent investment banking firm selected by the American
Arbitration Association in New York City in accordance with its rules), the
costs of which valuation shall be paid for by the Corporation.

         4. Conversion.

                  (a) Right of Conversion. The shares of Series A Preferred
Stock shall be convertible, in whole or in part, at the option of the holder
thereof and upon notice to the Corporation as set forth in Section 4(c) below,
into fully paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided. The initial conversion price
per share of Common Stock is $1.10 (the "Conversion Price") and shall be subject
to adjustment as provided herein. The rate at which each share of Series A
Preferred Stock is convertible at any time into Common Stock (the "Conversion
Rate") shall be determined by dividing the then existing Conversion Price into
$10.00.

                  (b) Dividends Upon Conversion. Upon conversion, all accrued
and unpaid dividends (whether or not declared) on the Series A Preferred Stock,
if any, shall be cancelled.

                  (c) Conversion Procedures. (1) Any holder of shares of Series
A Preferred Stock desiring to convert such shares into Common Stock pursuant to
Section 4(a) hereof shall surrender the certificate or certificates evidencing
such shares of Series A Preferred Stock at the office of the transfer agent for
the Series A Preferred Stock (the "Transfer Agent"), which certificate or
certificates, if the Corporation shall so require, shall be duly endorsed to the
Corporation or in blank, or accompanied by proper instruments of transfer to the
Corporation or in blank, accompanied by irrevocable written notice to the
Corporation that the holder elects so to convert such shares of Series A
Preferred Stock and specifying the name or names (with address) in which a
certificate or certificates evidencing shares of Common Stock are to be issued.
The Corporation need not deem a notice of conversion to be received unless the
holder complies with all the provisions hereof. The Corporation will instruct
the Transfer Agent (which may be the Corporation) to make a notation of the date
that a notice of conversion is received, which date shall be deemed to be the
date of receipt for purposes hereof, so long as receipt is prior to 4:00 p.m.
New York City Time on a Trading Day and otherwise shall be deemed to be received
on the next following Trading Day.


                                       4
<PAGE>

                           (2) The Corporation shall, as soon as practicable
after such deposit of certificates evidencing shares of Series A Preferred Stock
accompanied by the written notice and compliance with any other conditions
herein contained, deliver to the person for whose account such shares of Series
A Preferred Stock were so surrendered, or to the nominee or nominees of such
person, certificates evidencing the number of full shares of Common Stock to
which such person shall be entitled as aforesaid, together with a cash
adjustment of any fraction of a share as hereinafter provided. Subject to the
following provisions of this paragraph, such conversion shall be deemed to have
been made as of the date of receipt (in accordance with the third sentence of
Section 4(c)(1) hereof) of the shares of Series A Preferred Stock to be
converted, and the person or persons entitled to receive the Common Stock
deliverable upon conversion of such Series A Preferred Stock shall be treated
for all purposes as the record holder or holders of such Common Stock on such
date; provided, however, that the Corporation shall not be required to convert
any shares of Series A Preferred Stock while the stock transfer books of the
Corporation are closed for any purpose, but the surrender of Series A Preferred
Stock for conversion during any period while such books are so closed shall
become effective for conversion immediately upon the reopening of such books as
if the surrender had been made on the date of such reopening, and the conversion
shall be at the conversion rate in effect on such date.

                           (3) All notices of conversion shall be irrevocable;
provided, however, that if the Corporation has sent notice of an event pursuant
to Section 4(h) hereof, a holder of Series A Preferred Stock may, at its
election, provide in its notice of conversion that the conversion of its shares
of Series A Preferred Stock shall be contingent upon the occurrence of the
record date or effectiveness of such event (as specified by such holder),
provided that such notice of conversion is received by the Corporation prior to
such record date or effective date, as the case may be.

                  (d) Mandatory Conversion. The Series A Preferred Stock shall
automatically be converted into fully paid and non-assessable shares of Common
Stock at the then effective Conversion Price as set forth in Section 4(a) upon
the earlier to occur of (a) the date on which the Corporation completes a
financing in which gross proceeds exceed $10,000,000 at a pre-money valuation
greater than or equal to $30,000,000 (a "Qualified Financing") or (b) in the
event that the Closing Price of the Company's Common Stock exceeds 200% of the
Conversion Price for 20 consecutive trading days (a "Trading Event"). Any shares
of Series A Preferred Stock so converted shall be treated as having been
surrendered by the holder thereof for conversion pursuant to Section 4 on the
date of such mandatory conversion (unless previously converted at the option of
the holder).

                  (e) Adjustment of Conversion Rate and Conversion Price. In
case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock, or in case of any consolidation or merger of
the Corporation with or into another entity (other than a consolidation or
merger in which the Corporation is the continuing entity and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock other than the number thereof), or in case of
any sale or conveyance to another entity of the property of the Corporation as,
or substantially as, an entirety (other than a sale/leaseback, mortgage or other
financing transaction), the Corporation shall cause effective provision to be
made so that each holder of a share of Series A Preferred Stock shall be
entitled to receive, upon conversion of such share of Series A Preferred Stock,
the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock into which such share of Series A Preferred
Stock was convertible immediately prior to such reclassification, capital
reorganization or other change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4(e). The Corporation shall not effect any such reclassification, capital
reorganization or other change, consolidation, merger, sale or conveyance unless
prior to or simultaneously with the consummation thereof the successor (if other
than the Corporation) resulting from such transaction or the entity purchasing
assets or other appropriate entity shall assume, by written instrument executed
and delivered to a duly authorized and appointed registrar and transfer agent of
the Series A Preferred Stock (the "Transfer Agent"), the obligation to deliver
to the holder of each share of Series A Preferred Stock such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holders may be entitled to receive and the other obligations under this
Certificate of Designations. The foregoing provisions shall similarly apply to
successive reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.


                                       5
<PAGE>

                  (f) No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon conversion
of Series A Preferred Stock. If more than one certificate evidencing shares of
Series A Preferred Stock shall be surrendered for conversion at one time by the
same holder, the number of full shares issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Series A Preferred
Stock so surrendered. Instead of any fractional share of Common Stock which
would otherwise be issuable upon conversion of any shares of Series A Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount equal to the same fraction of the Market Price as of the
close of business on the day of conversion.

                  (g) Reservation of Shares; Transfer Taxes; Etc. The
Corporation shall at all times reserve and keep available, out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the Series A Preferred Stock, including shares of Series A
Preferred Stock issued as payment of dividends pursuant to Section 2 hereof,
such number of shares of its Common Stock free of preemptive rights as shall be
sufficient to effect the conversion of all shares of Series A Preferred Stock
from time to time outstanding. The Corporation shall use its best efforts from
time to time, in accordance with the laws of the State of Delaware, to increase
the authorized number of shares of Common Stock if at any time the number of
shares of authorized, unissued and unreserved Common Stock shall not be
sufficient to permit the conversion of all the then-outstanding shares of Series
A Preferred Stock.

                  (h) Prior Notice of Certain Events. In case:

                           (i) the Corporation shall declare any dividend (or
any other distribution); or


                                       6
<PAGE>


                           (ii) the Corporation shall authorize the granting to
the holders of Common Stock of rights or warrants to subscribe for or purchase
any shares of stock of any class or of any other rights or warrants; or

                           (iii) of any reclassification of Common Stock (other
than a subdivision or combination of the outstanding Common Stock, or a change
in par value, or from par value to no par value, or from no par value to par
value); or

                           (iv) of any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the
Corporation shall be required, or of the sale or transfer of all or
substantially all of the assets of the Corporation or of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
other property; or

                           (v) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation (including, without limitation, a
Liquidation Event);

then the Corporation shall cause to be filed with the Transfer Agent for the
Series A Preferred Stock, and shall cause to be mailed to the holders of record
of the Series A Preferred Stock, at their last addresses as they shall appear
upon the stock transfer books of the Corporation, at least 20 days prior to the
applicable record date hereinafter specified, a notice stating (x) the date on
which a record (if any) is to be taken for the purpose of such dividend,
distribution or granting of rights or warrants or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are to be determined and a
description of the cash, securities or other property to be received by such
holders upon such dividend, distribution or granting of rights or warrants or
(y) the date on which such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up or other
Liquidation Event is expected to become effective, the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon
such exchange, dissolution, liquidation or winding up or other Liquidation Event
and the consideration, including securities or other property, to be received by
such holders upon such exchange; provided, however, that no failure to mail such
notice or any defect therein or in the mailing thereof shall affect the validity
of the corporate action required to be specified in such notice.

                  (i) Other Changes in Conversion Rate. (i) The Corporation from
time to time may increase the Conversion Rate by any amount for any period of
time if the period is at least 20 days and if the increase is irrevocable during
the period. Whenever the Conversion Rate is so increased, the Corporation shall
mail to holders of record of the Series A Preferred Stock a notice of the
increase at least 15 days before the date the increased Conversion Rate takes
effect, and such notice shall state the increased Conversion Rate and the period
it will be in effect.

                           (ii) The Corporation may (but shall not be obligated
to) make such increases in the Conversion Rate, in addition to those required or
allowed by this Section 4, as shall be determined by it, as evidenced by a
resolution of the Board of Directors, to be advisable in order to avoid or
diminish any income tax to holders of Common Stock resulting from any dividend
or distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes.


                                       7
<PAGE>

                           (iii) Notwithstanding anything to the contrary
herein, in no case shall the Conversion Price be adjusted to an amount less than
$0.001 per share, the current par value of the Common Stock into which the
Series A Preferred Stock is convertible.

                  (j) Ambiguities/Errors. The Board of Directors of the
Corporation shall have the power to resolve any ambiguity or correct any error
in the provisions relating to the convertibility of the Series A Preferred
Stock, and its actions in so doing shall be final and conclusive.

         5. Voting Rights.

                  (a) General. Except as otherwise provided herein, in the
Certificate of Incorporation or the Bylaws of the Corporation, the holders of
shares of Series A Preferred Stock, the holders of shares of Common Stock and
the holders of any other class or series of shares entitled to vote with the
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation. In any such vote, each share of Series A
Preferred Stock shall entitle the holder thereof to cast the number of votes
equal to the number of votes which could be cast in such vote by a holder of the
Common Stock into which such share of Series A Preferred Stock is convertible on
the record date for such vote, or if no record date has been established, on the
date such vote is taken. Any shares of Series A Preferred Stock held by the
Corporation or any entity controlled by the Corporation shall not have voting
rights hereunder and shall not be counted in determining the presence of a
quorum.

                  (b) Class Voting Rights. In addition to any vote specified in
Section 5(a), so long as at least 50% of the Series A Preferred Stock shall be
outstanding, the affirmative vote or consent of the holders of at least 66.6% of
all outstanding Series A Preferred Stock voting separately as a class shall be
necessary to permit, effect or validate any one or more of the following: (i)
the amendment, alteration or repeal of any provision of the Certificate of
Incorporation or the Bylaws of the Corporation so as adversely to affect the
relative rights, preferences, qualifications, limitations or restrictions of the
Series A Preferred Stock, (ii) the declaration or payment of any dividend or
distribution on any securities of the Corporation other than the Series A
Preferred Stock pursuant to and in accordance with the provisions of this
Certificate of Designations, or the authorization of the repurchase of any
securities of the Corporation, (iii) the authorization, issuance or increase of
any security ranking prior to or on parity with the Series A Preferred Stock (A)
upon a Liquidation Event or (B) with respect to the payment of any dividends or
distributions, (iv) the approval of any liquidation, dissolution or sale of
substantially all of the assets of the Corporation and (v) effect any amendment
of the Corporation's certificate of incorporation or Bylaws that would
materially adversely affect the rights of the Series A Preferred Stock. The vote
as contemplated herein shall specifically not be required for (x) issuances of
Common Stock, or (y) any consolidation or merger of the Corporation with or into
another corporation whether or not the Corporation is the surviving entity, a
sale or transfer of all or part of the Corporation's assets for cash, securities
or other property, or a compulsory share exchange.

         6. Redemption.

                  (a) Restriction on Redemption and Purchase. Except as
expressly provided in this Section 6, the Corporation shall not have the right
to purchase, call, redeem or otherwise acquire for value any or all of the
Series A Preferred Stock.


                                       8
<PAGE>

                  (b) Optional Redemption. Provided that the shares of Common
Stock underlying the Series A Preferred Stock are available for resale pursuant
to an effective registration statement, at any time following the first
anniversary of the issuance of the Series A Preferred Stock, the Corporation
may, at its option, redeem the Series A Preferred Stock in whole, but not in
part, at the Redemption Price hereinafter specified; provided, however, that the
Corporation shall not redeem Series A Preferred Stock or give notice of any
redemption pursuant to this Section 6 unless the Corporation has sufficient and
lawful funds to redeem all of the then outstanding Series A Preferred Stock
exclusive of shares of Series A Preferred Stock the Corporation has a reason to
know will be converted to Common Stock; provided, further, that the Corporation
shall not have the right to redeem shares of Common Stock issued upon conversion
of the Series A Preferred Stock. The date on which the Series A Preferred Stock
is to be redeemed pursuant to this Section 6(b) is herein called the "Redemption
Date."

                  (c) Redemption Price. The Redemption Price of the Series A
Preferred Stock (the "Redemption Price") shall be an amount per share equal to
110% of the Stated Value (subject to appropriate adjustment to reflect any stock
split, combination, reclassification or reorganization of the Series A Preferred
Stock) plus all accrued and unpaid dividends thereon calculated at the Stated
Value, in the case of Series A Preferred Stock, up to and including the
Redemption Date.

                  (d) Redemption Notice. The Corporation shall, not less than 30
days nor more than 60 days prior to the Redemption Date, give written notice
("Redemption Notice") to each holder of record of Series A Preferred Stock to be
redeemed. The Redemption Notice shall state:

                           (i)      that all of the outstanding shares of Series
                                    A Preferred Stock are to be redeemed and the
                                    total number of shares being redeemed;

                           (ii)     the number of shares of Series A Preferred
                                    Stock held by the holder which the
                                    Corporation intends to redeem;

                           (iii)    the Redemption Date and Redemption Price;

                           (iv)     that the holder's right to convert the
                                    Series A Preferred Stock into shares of the
                                    Common Stock as provided in Section 9 hereof
                                    will terminate on the Redemption Date; and

                           (v)      the time, place and manner in which the
                                    holder is to surrender to the Corporation
                                    the certificate or certificates representing
                                    the shares of Series A Preferred Stock to be
                                    redeemed.

                  (e) Payment of Redemption Price and Surrender of Stock. On the
Redemption Date, the Redemption Price of the Series A Preferred Stock scheduled
to be redeemed or called for redemption shall be payable to the holders of the
Series A Preferred Stock. On or before the Redemption Date, each holder of
Series A Preferred Stock to be redeemed, unless the holder has exercised his
right to convert the shares as provided in Section 4 hereof, shall surrender the
certificate or certificates representing such shares to the Corporation, in the
manner and at the place designated in the Redemption Notice, and thereupon the
Redemption Price for such shares shall be payable to the order of the person or
entity whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled and retired.


                                       9
<PAGE>

                  (f) Termination of Rights. If the Redemption Notice is duly
given, and, if at least five days prior to the Redemption Date, the Redemption
Price is either paid or made available for payment through the arrangement
specified in subsection (g) below, then notwithstanding that the certificates
evidencing any of the shares of Series A Preferred Stock so called or scheduled
for redemption have not been surrendered, all rights with respect to such shares
shall forthwith after the Redemption Date cease and terminate, except only (i)
the right of the holders to receive the Redemption Price without interest upon
surrender of their certificates therefor or (ii) the right to receive shares of
Common Stock upon exercise of the conversion rights provided in Section 4 hereof
on or before the Redemption Date.

                  (g) Deposit of Funds. At least five days prior to the
Redemption Date, the Corporation shall deposit with any bank or trust company in
New York, New York, a sum equal to the aggregate Redemption Price of all shares
of the Series A Preferred Stock scheduled to be redeemed or called for
redemption and not yet redeemed, with irrevocable instructions and authority to
the bank or trust company to pay the Redemption Price to the respective holders
upon the surrender of their share certificates. The deposit shall constitute
full payment for the shares of Series A Preferred Stock to the holders thereof,
and from and after the date of such deposit (even if prior to the Redemption
Date), the shares of Series A Preferred Stock shall be deemed to be redeemed and
no longer outstanding, and the holders thereof shall cease to be shareholders
with respect to such shares of Series A Preferred Stock and shall have no rights
with respect thereto, except the right to receive from the bank or trust company
payment of the Redemption Price of the shares of Series A Preferred Stock,
without interest, upon surrender of their certificates therefor and the right to
convert such shares of Series A Preferred Stock into shares of Common Stock as
provided in Section 4 hereof. Any monies so deposited and unclaimed at the end
of one year from the Redemption Date shall be released or repaid to the
Corporation, after which time the holders of shares of Series A Preferred Stock
called for redemption shall be entitled to receive payment of the Redemption
Price only from the Corporation.

         7. Outstanding Shares. For purposes of this Certificate of
Designations, after initial issuance, all shares of Series A Preferred Stock
shall be deemed outstanding except (i) from the date, or the deemed date, of
surrender of certificates evidencing shares of Series A Preferred Stock, all
shares of Series A Preferred Stock converted into Common Stock, (ii) from the
date of registration of transfer, all shares of Series A Preferred Stock held of
record by the Corporation or any subsidiary of the Corporation and (iii) any and
all shares of Series A Preferred Stock held in escrow prior to delivery of such
stock by the Corporation to the initial beneficial owners thereof.

         8. Status of Acquired Shares. Shares of Series A Preferred Stock
received upon conversion pursuant to Section 4 or redemption pursuant to Section
6 or otherwise acquired by the Corporation will be restored to the status of
authorized but unissued shares of Preferred Stock, without designation as to
class, and may thereafter be issued, but not as shares of Series A Preferred
Stock.


                                       10
<PAGE>

         9. Preemptive Rights. The Series A Preferred Stock is not entitled to
any preemptive or subscription rights in respect of any securities of the
Corporation.

         10. No Amendment or Impairment. The Corporation shall not amend its
Certificate of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the rights of the holders of the Series A Preferred Stock
against impairment.

         11. Severability of Provisions. Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.

                  IN WITNESS WHEREOF, Manhattan Pharmaceuticals, Inc. has caused
this Certificate to be signed on its behalf, as of this 31st day of October,
2003.


                                   MANHATTAN PHARMACEUTICALS, INC.


                                   By:   /s/ Leonard Firestone
                                       -----------------------------------------
                                   Name:  Leonard Firestone, M.D.
                                   Title:  President and Chief Executive Officer



                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>4
<FILENAME>v01211_ex4-18.txt
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.18

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE
EXPRESS WRITTEN CONSENT OF MANHATTAN  PHARMACEUTICALS,  INC. (THE "COMPANY") AND
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF A  REGISTRATION
STATEMENT  IN  EFFECT  WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT OR AN
EXEMPTION  THEREFROM.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE
SECURITIES LAWS.

                         MANHATTAN PHARMACEUTICALS, INC.

                      Warrant for the Purchase of Shares of
                                  Common Stock

CSW No. ___S                                                       [____] Shares


                  FOR  VALUE  RECEIVED,   MANHATTAN  PHARMACEUTICALS,   INC.,  a
Delaware corporation (the "COMPANY"),  hereby certifies that MAXIM GROUP, LLC or
its registered  assigns (the "Holder") is entitled to purchase from the Company,
subject to the provisions of this Warrant,  at any time commencing from the date
hereof  until  5:00  p.m.  (New  York  City  time)  on  November  5,  2008  (the
"TERMINATION  DATE"),  __________________________  fully paid and non-assessable
shares of Common Stock,  at an initial per share  exercise price equal to $1.10.
The shares of Common Stock or other securities or property deliverable upon such
exercise are  hereinafter  sometimes  referred to as the  "WARRANT  SHARES." The
exercise  price of a share of Common Stock in effect at any time is  hereinafter
sometimes  referred  to as the "PER  SHARE  EXERCISE  PRICE"  and the  aggregate
purchase price payable for the Warrant Shares hereunder is hereinafter sometimes
referred to as the  "AGGREGATE  EXERCISE  PRICE."  This Warrant is one of a duly
authorized  issue of  Warrants  constituting  components  of  units  sold by the
Company on the date hereof (collectively, the "WARRANTS").

                  1. DEFINITIONS.

                  "CHANGE OF CONTROL" means the (i) acquisition by an individual
or legal  entity or group (as defined in Rule 13d-5 of the  Securities  Exchange
Act of 1934,  as amended) of more than  one-half of the voting  rights or equity
interests in the Company; (ii) sale, conveyance,  or other disposition of all or
substantially all of the assets,  property or business of the Company, (iii) any
reclassification   of  the  Company's  capital,  or  (iv)  the  merger  into  or
consolidation  with any other  corporation  or other entity (other than a wholly
owned  subsidiary  corporation)  or effectuation of any transaction or series of
related  transactions  where holders of the Company's voting securities prior to
such transaction or series of transactions fail to continue to hold at least 50%
of the voting power of the Company.

                                        1

<PAGE>

                  "COMMON  STOCK"  means  (except  where the  context  otherwise
indicates)  the Common  Stock,  $0.001 par value per  share,  of the  Company as
constituted  on the date  hereof,  and any capital  stock into which such Common
Stock may thereafter be changed or converted, and shall also include (i) capital
stock of the Company of any other class  (regardless of how denominated)  issued
to the holders of shares of Common Stock upon any reclassification thereof which
is also not  preferred as to dividends or assets on  liquidation  over any other
class of stock of the Company and which is not  subject to  redemption  and (ii)
shares of common stock of any successor or acquiring  corporation received by or
distributed  to the holders of Common Stock of the Company in the  circumstances
contemplated by Section 5.3.

                  2. EXERCISE OF WARRANT.

                  (a) This Warrant may be exercised in whole or in part,  at any
time by the Holder  commencing upon the date hereof and prior to the Termination
Date:

                           (i) by  presentation  and  surrender  of this Warrant
(with the subscription  form at the end hereof duly executed) at the address set
forth in Section 11 hereof, together with payment, by certified or official bank
check payable to the order of the Company,  of the Aggregate  Exercise  Price or
the proportionate part thereof if exercised in part; or

                           (ii) by  the  surrender  of  this Warrant  (with  the
cashless exercise form at the end hereof duly executed) (a "Cashless  Exercise")
at the address set forth in Section 11 hereof.  Such  presentation and surrender
shall  be  deemed a  waiver  of the  Holder's  obligation  to pay the  Aggregate
Exercise Price, or the  proportionate  part thereof if this Warrant is exercised
in part.  In the event of a Cashless  Exercise,  the Holder shall  exchange this
Warrant  for that number of Warrant  Shares  subject to such  Cashless  Exercise
multiplied by a fraction, the numerator of which shall be the difference between
(A) the last sale price of the  Common  Stock on the  trading  day prior to such
date or, in case no such  reported  sales take place on such day, the average of
the last  reported  bid and asked  prices of the  Common  Stock on such day,  in
either case on the principal  national  securities  exchange on which the Common
Stock is admitted to trading or listed,  or if not listed or admitted to trading
on any such exchange,  the representative closing sale price of the Common Stock
as reported by the National  Association of Securities  Dealers,  Inc. Automated
Quotations  System  ("NASDAQ"),  or other similar  organization  if NASDAQ is no
longer  reporting such  information,  or, if the Common Stock is not reported on
NASDAQ,   the  high  per  share  sale   price  for  the  Common   Stock  in  the
over-the-counter  market as reported by the National Quotation Bureau or similar
organization,  or if not so available, the fair market value of the Common Stock
as  determined  in good faith by the Board of  Directors  (the  "Current  Market
Price") and (B) the Per Share Exercise Price, and the denominator of which shall
be the then Current  Market Price.  For purposes of any  computation  under this
Section  2(a),  the then Current  Market Price shall be based on the trading day
immediately prior to the Cashless Exercise.

                                        2

<PAGE>

                  (b) If this  Warrant is  exercised  in part only,  the Company
shall, upon presentation of this Warrant upon such exercise, execute and deliver
(with the certificate for the Warrant Shares purchased) a new Warrant evidencing
the rights of the Holder  hereof to purchase  the balance of the Warrant  Shares
purchasable  hereunder  upon the same terms and  conditions as herein set forth.
Upon  proper  exercise  of this  Warrant,  the Company  promptly  shall  deliver
certificates for the Warrant Shares to the Holder duly legended as authorized by
the subscription  form together with cash in lieu of any fraction of a share, as
hereinafter  provided,  but, in any event,  within three (3) business days after
such  exercise.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant.  With  respect to any  fraction  of a share  called  for upon  exercise
hereof,  the  Company  shall pay to the  Holder an amount in cash  equal to such
fraction  multiplied  by the  Current  Market  Price of one (1)  share of Common
Stock.  The stock  certificate  or  certificates  so delivered  shall be, to the
extent  possible,  in such  denomination  or  denominations  as the Holder shall
request in the notice and shall be  registered in the name of the Holder or such
other name as shall be designated by the Holder. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to have
been  issued,  and the  Holder or any other  person  so  designated  to be named
therein shall be deemed to have become a Holder of record of such shares for all
purposes,  as of the date when the  notice,  together  with the  payment  of the
applicable  exercise  price and this  Warrant,  is  received  by the  Company as
described above.

                  3.  RESERVATION OF WARRANT SHARES;  FULLY PAID SHARES;  TAXES.
The Company hereby  undertakes  until  expiration of this Warrant to reserve for
issuance or delivery upon exercise of this Warrant, such number of shares of the
Common Stock as shall be required for issuance  and/or delivery upon exercise of
this Warrant in full in accordance  with the terms  hereof,  and agrees that all
Warrant Shares so issued and/or  delivered shall be validly  issued,  fully paid
and  non-assessable and not subject to any preemptive rights, and further agrees
to pay all taxes and  charges  that may be  imposed  upon such  issuance  and/or
delivery.

                  4. REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED.  The
Holder of this Warrant shall be entitled to registration  rights with respect to
the Warrant Shares to the same extent and on the same terms as those provided to
investors pursuant to Article V of the Subscription Agreement (the "Subscription
Agreement")  dated October ____,  2003 between the Company and purchasers of the
Company's Series A Convertible  Preferred Stock. If the Holder is not a party to
the Subscription  Agreement,  by acceptance of this Warrant the Holder agrees to
comply with  provisions  of Article V thereof to the same extent as if it were a
party thereto.

                  5. ADJUSTMENTS. The number of shares of Common Stock for which
this Warrant is exercisable, and the price at which such shares may be purchased
upon exercise of this Warrant,  shall be subject to adjustment from time to time
as set forth in this Section 5. The Company  shall give the Holder notice of any
event described below which requires an adjustment pursuant to this Section 5 in
accordance with Sections 6.1 and 6.2.

                  5.1 Stock Dividends,  Subdivisions and Combinations. If at any
time while this Warrant is outstanding the Company shall:

                           i. take a record of the  holders of its Common  Stock
                  for the  purpose  of  entitling  them to  receive  a  dividend
                  payable in, or other  distribution  of,  additional  shares of
                  Common Stock,

                           ii. subdivide its outstanding  shares of Common Stock
                  into a larger number of shares of Common Stock, or

                                        3

<PAGE>

                           iii.  combine its outstanding  shares of Common Stock
                  into a smaller number of shares of Common Stock,

then:

                           (1)      the   number  of  shares  of  Common   Stock
                                    acquirable  upon  exercise  of this  Warrant
                                    immediately after the occurrence of any such
                                    event  shall be adjusted to equal the number
                                    of  shares of  Common  Stock  which a record
                                    holder  of the  same  number  of  shares  of
                                    Common Stock that would have been acquirable
                                    under this Warrant  immediately prior to the
                                    occurrence  of such  event  would  own or be
                                    entitled to receive  after the  happening of
                                    such event, and

                           (2)      the  Per  Share   Exercise  Price  shall  be
                                    adjusted to equal:

                                    (A)     the  Per  Share  Exercise  Price  in
                                            effect   immediately  prior  to  the
                                            occurrence of such event  multiplied
                                            by the  number  of  shares of Common
                                            Stock  into  which  this  Warrant is
                                            exercisable immediately prior to the
                                            adjustment, divided by

                                    (B)     the number of shares of Common Stock
                                            into   which    this    Warrant   is
                                            exercisable  immediately  after such
                                            adjustment.

Any  adjustment  made  pursuant  to clause (i) of this  paragraph  shall  become
effective   immediately   after  the  record  date  for  the   determination  of
shareholders  entitled  to  receive  such  dividend  or  distribution,  and  any
adjustment  pursuant to clauses  (ii) or (iii) of this  paragraph  shall  become
effective   immediately   after  the  effective  date  of  such  subdivision  or
combination.

                  5.2 Fractional Interests.  In computing adjustments under this
Section 5, all calculations shall be made to the nearest 1/100th of a share.

                  5.3 Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

                           (a) If, prior to the Termination  Date,  there  shall
occur a Change of Control and,  pursuant to the terms of such Change of Control,
shares of common stock of the successor or acquiring  corporation,  or any cash,
shares  of  stock or other  securities  or  property  of any  nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder of this Warrant shall have the right thereafter
to receive,  upon the  exercise of the  Warrant,  the number of shares of common
stock of the successor or acquiring  corporation or of the Company, if it is the
surviving corporation,  and the Other Property receivable upon or as a result of
such Change of Control by a holder of the number of shares of Common  Stock into
which this Warrant is exercisable immediately prior to such event.

                                        4

<PAGE>

                           (b) In  case  of  any  such  Change  of  Control, the
successor or acquiring  corporation  (if other than the Company) shall expressly
assume  the due and  punctual  observance  and  performance  of each  and  every
covenant and condition contained in this Warrant to be performed and observed by
the Company and all of the  Company's  obligations  and  liabilities  hereunder,
subject to such  modifications  as may be deemed  appropriate  (as determined in
good faith by  resolution  of the Board of Directors of the Company) in order to
provide for adjustments of shares of the Common Stock into which this Warrant is
exercisable   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments provided for in this Section 5.

                  5.4 Other Action  Affecting  Common Stock. In case at any time
or from time to time the Company  shall take any action in respect of its Common
Stock,  then, unless such action will not have a materially  adverse effect upon
the rights of the holder of this  Warrant,  the number of shares of Common Stock
or other stock into which this Warrant is exercisable  and/or the purchase price
thereof   shall  be  adjusted  in  such  manner  as  may  be  equitable  in  the
circumstances.

                  5.5 Certain  Limitations.  Notwithstanding  anything herein to
the contrary,  the Company agrees not to enter into any  transaction  which,  by
reason of any adjustment hereunder,  would cause the Per Share Exercise Price to
be less than the par value per share of Common Stock.

                  6. NOTICES TO WARRANT HOLDERS.

                  6.1.  Certificate  as to  Adjustments.  Upon the occurrence of
each  adjustment or  readjustment of the Per Share Exercise Price, or the number
of shares of Common Stock and the amount, if any, of other property which at the
time would be received upon exercise of the Warrants  owned by such Holder,  the
Company, at its expense,  shall promptly compute such adjustment or readjustment
in  accordance  with the terms  hereof and  prepare and furnish to the Holder of
this Warrant a certificate  setting forth such  adjustment or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company  shall,  upon the written  request at any time of the Holder of this
Warrant,  furnish or cause to be  furnished  to such  Holder a like  certificate
setting  forth  (i) such  adjustments  and  readjustments,  (ii)  the Per  Share
Exercise  Price at the time in effect  and (iii) the  number of shares of Common
Stock and the  amount,  if any,  of other  property  which at the time  would be
received upon the exercise of Warrants owned by such Holder.

                  6.2. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
its Common  Stock for the  purpose of  entitling  them to receive a dividend  or
other  distribution,  or any right to subscribe for or purchase any evidences of
its  indebtedness,  any shares of stock of any class or any other  securities or
property, or to receive any other right, or

                           (b) there shall be any capital  reorganization of the
Company,  any  reclassification  or recapitalization of the capital stock of the
Company  or any  consolidation  or  merger  of the  Company  with,  or any sale,
transfer or other disposition of all or substantially  all the property,  assets
or business of the Company to, another corporation or other person, or

                                        5

<PAGE>

                           (c) there   shall  be  a  voluntary  or   involuntary
dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 15 days'  prior  written  notice of the record date  selected  for such
dividend,  distribution or right or for determining rights to vote in respect of
any  such  reorganization,   reclassification,   merger,  consolidation,   sale,
transfer, disposition,  dissolution,  liquidation or winding up, and (ii) in the
case of any such reorganization,  reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 15 days'
prior written notice of the date when the same shall take place.  Such notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other  property  deliverable  upon such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if addressed to the Holder at the last address of the Holder
appearing on the books of the Company and delivered in  accordance  with Section
11. The  failure  to give any  notice  required  by this  Section  6.2 shall not
invalidate any such corporate action.

                  6.3. Notice to  Stockholders.  The Holder shall be entitled to
the same rights to receive notice of corporation  action as any holder of Common
Stock.

                  7.  NO  IMPAIRMENT.  The  Company  shall  not by  any  action,
including,  without  limitation,  amending its certificate of  incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the rights of the  Holder  against  impairment.  Without  limiting  the
generality of the foregoing,  the Company will (a) not increase the par value of
any shares of Common Stock  receivable  upon the exercise of this Warrant  above
the  amount  payable  therefor  upon  such  exercise  immediately  prior to such
increase  in par  value,  (b)  take  all  such  action  as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  shares of Common Stock upon the exercise of this Warrant, and
(c) use its best  efforts  to  obtain  all such  authorizations,  exemptions  or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its  obligations  under this Warrant.
Upon the request of the Holder,  the Company  will at any time during the period
this Warrant is outstanding  acknowledge in writing, in form satisfactory to the
Holder,  the  continuing  validity of this  Warrant and the  obligations  of the
Company hereunder.

                                        6

<PAGE>

                  8. LIMITED TRANSFERABILITY.

                  (a) The Holder  represents  that by accepting  this Warrant it
understands  that this Warrant and any  securities  obtainable  upon exercise of
this Warrant have not been registered for sale under Federal or state securities
laws and are  being  offered  and  sold to the  Holder  pursuant  to one or more
exemptions from the  registration  requirements of such securities  laws. In the
absence  of an  effective  registration  of  such  securities  or  an  exemption
therefrom,  any certificates for such securities shall bear the legend set forth
on the first page hereof.  The Holder understands that it must bear the economic
risk of its  investment  in this  Warrant  and any  securities  obtainable  upon
exercise of this Warrant for an  indefinite  period of time, as this Warrant and
such securities have not been registered  under Federal or state securities laws
and therefore  cannot be sold unless  subsequently  registered  under such laws,
unless an exemption from such registration is available.

                  (b) The Holder, by its acceptance of this Warrant,  represents
to the Company that it is acquiring this Warrant and will acquire any securities
obtainable  upon exercise of this Warrant for its own account for investment and
not with a view to, or for sale in connection with, any distribution  thereof in
violation of the  Securities  Act of 1933,  as amended  (the "Act").  The Holder
agrees that this  Warrant and any such  securities  may not be sold or otherwise
transferred unless (i) a registration statement with respect to such transfer is
effective  under the Act and any applicable  state  securities laws or (ii) such
sale or transfer is made pursuant to one or more exemptions from the Act.

                  (c) This  Warrant  may not be sold,  transferred,  assigned or
hypothecated  for six (6) months from the date hereof  except (i) to any firm or
corporation that succeeds to all or  substantially  all of the business of Maxim
Group,  LLC,  (ii) to any of the officers,  employees,  associates or affiliated
companies of Maxim Group,  LLC, or of any such successor firm, (iii) to any NASD
member  participating  in the  offering of the  Company's  Series A  Convertible
Preferred  Stock or any  officer or  employee of any such NASD member or (iv) in
the case of an individual, pursuant to such individual's last will and testament
or the laws of descent and  distribution,  and is so transferable  only upon the
books of the Company  which the Company  shall cause to be  maintained  for such
purpose.  The  Company  may treat the  registered  Holder of this  Warrant as it
appears on the Company's  books at any time as the Holder for all purposes.  The
Company  shall permit any Holder of a Warrant or its duly  authorized  attorney,
upon written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered Holders of Warrant.  All Warrants
issued upon the  transfer or  assignment  of this Warrant will be dated the same
date as this Warrant, and all rights of the holder thereof shall be identical to
those of the Holder.

                  9.  LOSS,   ETC.,   OF  WARRANT.   Upon  receipt  of  evidence
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant, and of indemnity reasonably  satisfactory to the Company, if lost,
stolen or destroyed,  and upon surrender and  cancellation  of this Warrant,  if
mutilated,  the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

                  10.  STATUS OF HOLDER.  This  Warrant does not confer upon the
Holder any right to vote or to consent to or receive  notice as a stockholder of
the Company, as such, in respect of any matters whatsoever,  or any other rights
or liabilities as a stockholder, prior to the exercise hereof.

                  11.  NOTICES.  No notice  or other  communication  under  this
Warrant shall be effective unless, but any notice or other  communication  shall
be  effective  and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:

                                        7

<PAGE>

                  If to the Holder:  Maxim Group, LLC, 405 Lexington Avenue,
                                     New York, New York 10174; or


                  If to the Company: c/o Manhattan Pharmaceuticals, Inc.
                                     787 Seventh Avenue, 48th Floor,
                                     New York, New York 10019, Attn: Secretary


                  12. HEADINGS.  The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.

                  13.  APPLICABLE  LAW.  This  Warrant  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to  principles  of conflicts  of law.  The parties  agree to settle any disputes
through binding arbitration in the city, county and State of New York.

                  14.  SUCCESSORS  AND ASSIGNS.  Subject to compliance  with the
provisions  of Section 8, this  Warrant and the rights  evidenced  hereby  shall
inure to the benefit of and be binding  upon the  successors  of the Company and
the  successors  and assigns of the Holder.  The  provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant,
and shall be enforceable  by any such Holder,  but nothing in this Warrant shall
be construed to give any person or corporation  or other entity,  other than the
Company and the Holder and their respective successors and assigns, any legal or
equitable right, remedy or cause under this Warrant.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.

                             SIGNATURE PAGE FOLLOWS.

                                        8

<PAGE>

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its  President  and its  corporate  seal to be  hereunto  affixed  and
attested by its Secretary this 5th day of November, 2003.

                                   MANHATTAN PHARMACEUTICALS, INC.



                                   By:  _________________________________
                                        Name: Leonard Firestone, MD
                                        Title:   President & CEO


ATTEST:

___________________________________
         Secretary

                                        9

<PAGE>

                                  SUBSCRIPTION

                  The   undersigned,   ___________________,   pursuant   to  the
provisions  of the  foregoing  Warrant,  hereby  elects to  exercise  the within
Warrant to the extent of purchasing  ____________________ shares of Common Stock
thereunder  and hereby makes  payment of  $___________  by certified or official
bank check in payment of the exercise price therefor.

                  The undersigned  hereby represents and warrants to the Company
that the  undersigned  is  acquiring  the shares of the  Company's  Common Stock
pursuant to exercise of the within  Warrant for  investment  purposes  only. The
undersigned  hereby further  acknowledges that the undersigned  understands that
such shares (a) have not been  registered  under the  Securities Act of 1933, as
amended, and are being issued to the undersigned by the Company in reliance upon
the  foregoing  representation  and warranty and (b) may not be resold except in
accordance with the requirements of the Act,  including Rule 144 thereunder,  if
applicable.  The undersigned  further consents to the placing of a legend on the
certificates for the shares being purchased to the foregoing effect.

Dated:_______________                       Signature:____________________

                                            Address:______________________


                                   ASSIGNMENT

                  FOR VALUE RECEIVED  _______________  hereby sells, assigns and
transfers  unto  ____________________  the  foregoing  Warrant  and  all  rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
_____________________,  attorney,  to  transfer  said  Warrant  on the  books of
Manhattan Pharmaceuticals, Inc.

Dated:_______________                       Signature:____________________

                                            Address:______________________



                                       10
<PAGE>


                                CASHLESS EXERCISE


                  The   undersigned   ___________________,   pursuant   to   the
provisions of the foregoing  Warrant,  hereby elects to exchange its Warrant for
___________________  shares  of Common  Stock,  par value  $.001 per  share,  of
Manhattan Pharmaceuticals,  Inc. pursuant to the Cashless Exercise provisions of
the Warrant.


Dated:_______________                       Signature:____________________

                                            Address:______________________



                               PARTIAL ASSIGNMENT


                  FOR  VALUE   RECEIVED   _______________   hereby  assigns  and
transfers unto  ____________________ the right to purchase _______ shares of the
Common Stock, no par value per share, of Pain  Management,  Inc.  covered by the
foregoing  Warrant,  and a  proportionate  part of said  Warrant  and the rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
____________________,  attorney,  to transfer  that part of said  Warrant on the
books of Manhattan Pharmaceuticals, Inc.


Dated:_______________                       Signature:____________________

                                            Address:______________________


                                       11
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>v01211_ex5-1.txt
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1

January 13, 2004

Manhattan Pharmaceuticals, Inc.
787 Seventh Avenue, 48th Floor

New York, NY    10019

         RE:      Registration Statement on Form SB-2

Gentlemen:

         We have acted as counsel to Manhattan Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form SB-2 (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission on or about January
13, 2004 relating to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of the resale by the selling stockholders
identified in the Registration Statement of an aggregate of 21,029,163 shares of
the Company's common stock, $.001 par value per share, consisting of 7,591,703
issued and outstanding shares (the "Shares") of common stock, 10,000,000 shares
of common stock issuable upon conversion of the Series A Convertible Preferred
Stock (the "Conversion Shares") and 3,437,460 shares (the "Warrant Shares") of
common stock issuable upon the exercise of various outstanding warrants (the
"Warrants"). This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-B under the Securities Act.

         In connection with the rendering of this opinion, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Certificate of
Incorporation and the Bylaws of the Company, as amended, each as currently in
effect; (iii) certain resolutions adopted by the Board of Directors of the
Company relating to the issuance of the shares covered by the Registration
Statement, the preparation and filing of the Registration Statement and certain
related matters; and (iv) such other documents, certificates and records as we
deemed necessary or appropriate as a basis for the opinions expressed herein.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others. We are attorneys licensed to
practice in the State of Minnesota and the opinions expressed herein are limited
to the laws of the State of Minnesota and the federal securities laws of the
United States.

         Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, it is our opinion that:

         1. The Shares have been duly authorized and are validly issued, fully
paid and nonassessable.

         2. The Warrant Shares have been duly authorized and, when issued
against payment of the requisite exercise price, will be validly issued, fully
paid and nonassessable.


<PAGE>

Manhattan Pharmaceuticals, Inc.
January 13, 2004
Page 2

         3. The Conversion Shares have been duly authorized and, when issued
upon conversion of the Series A Convertible Preferred Stock in accordance with
the terms of such convertible stock, will be validly issued, fully paid and
non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our name under the
caption "Validity of Common Stock" in the prospectus filed as part of the
Registration Statement.


                                        Very truly yours,

                                        /s/ MASLON EDELMAN BORMAN & BRAND, LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>v01211_ex10-10.txt
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.10


                              EMPLOYMENT AGREEMENT

      AGREEMENT (the "AGREEMENT"), dated as of January 2, 2004, by and between
MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation with principal executive
offices at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (the "COMPANY"),
and DR. LEONARD FIRESTONE, residing at Backbone Road, Sewickley Heights, PA
15143-0408 (the "EXECUTIVE").

                              W I T N E S S E T H:

      WHEREAS, the Company desires to continue to employ the Executive as
President and Chief Executive Officer of the Company, and the Executive desires
to continue to serve the Company in those capacities, upon the terms and subject
to the conditions contained in this Agreement;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:

      1. Employment.

            (a) Services. The Executive will be employed by the Company as its
President and Chief Executive Officer. The Executive will report to the Board of
Directors of the Company (the "Board") and shall perform such duties as are
consistent with your position as President and Chief Executive Officer (the
"Services"). The Executive agrees to perform such duties faithfully, to devote
all of his working time, attention and energies to the business of the Company,
and while he remains employed, not to engage in any other business activity that
is in conflict with your duties and obligations to the Company.

            (b) Acceptance. Executive hereby accepts such employment and agrees
to render the Services.

      2. Term.

      The Executive's employment under this Agreement (the "Term") shall
commence as of the Effective Date (as hereinafter defined) and shall continue
for a term of one (1) year, unless sooner terminated pursuant to Section 9 of
this Agreement. Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement governing protection of Confidential Information
shall continue in effect as specified in Section 6 hereof and survive the
expiration or termination hereof. The Term may be extended for additional one
(1) year periods upon mutual written consent of the Executive and the Board.

      3. Best Efforts; Place of Performance.

            (a) The Executive shall devote substantially all of his business
time, attention and energies to the business and affairs of the Company and
shall use his best efforts to advance the best interests of the Company and
shall not during the Term be actively engaged in any other business activity,
whether or not such business activity is pursued for gain, profit or other
pecuniary advantage, that will interfere with the performance by the Executive
of his duties hereunder or the Executive's availability to perform such duties
or that will adversely affect, or negatively reflect upon, the Company.


                                       1
<PAGE>

            (b) The duties to be performed by the Executive hereunder shall be
performed primarily at the office of the Company in New York, New York, subject
to reasonable travel requirements on behalf of the Company, or such other place
as the Board may reasonably designate.

      4. Directorship. The Company shall use its best efforts to cause the
Executive to be elected as a member of its Board of Directors throughout the
Term and shall include him in the management slate for election as a director at
every stockholders meeting during the Term at which his term as a director would
otherwise expire. The Executive agrees to accept election, and to serve during
the Term, as director of the Company, without any compensation therefor other
than as specified in this Agreement.

      5. Compensation. As full compensation for the performance by the Executive
of his duties under this Agreement, the Company shall pay the Executive as
follows:

            (a) Base Salary. The Company shall pay Executive a salary (the "Base
Salary") equal to Three Hundred Twenty Five Thousand Dollars ($325,000) per
year. Payment shall be made semi-monthly, on the last day of each calendar
month.

            (b) Guaranteed Bonus. The Company shall pay the Executive a bonus
(the "GUARANTEED BONUS") of Seventy Five Thousand ($75,000) within 30 days
following each anniversary of the date of this Agreement during the Term,
provided that the Executive is employed hereunder on such anniversary date. The
Board of Directors of the Company shall annually review the Guaranteed Bonus to
determine whether an increase in the amount thereof is warranted.

            (c) Discretionary Bonus. At the sole discretion of the Board of
Directors of the Company, the Executive shall receive an additional annual bonus
(the "DISCRETIONARY BONUS") in an amount equal to up to 100% of his Base Salary,
based upon his performance on behalf of the Company during the prior year.
Factors to be considered by the Board of Directors shall include, but not be
limited to, significant growth in the Company's market capitalization, the
liquidity and performance of the Company's Common Stock, as well as any
financing received by the Company from third parties introduced to the Company
by the Executive. The Discretionary Bonus shall be payable either as a lump-sum
payment or in installments as determined by the Board of Directors of the
Company in its sole discretion. In addition, the Board of Directors of the
Company shall annually review the Bonus to determine whether an increase in the
amount thereof is warranted.

            (d) Incentive Bonus. The Company shall pay the Executive periodic
milestone based incentive bonuses (each an "INCENTIVE BONUS") as follows:

                  (i) $25,000 upon the successful completion of a Phase I
clinical trial of oleoyl-estrone anywhere in the world under the applicable
regulatory permit;

                  (ii) $25,000 upon the successful completion of a Phase I
clinical trial of lingual spray propofol anywhere in the world under the
applicable regulatory permit;


                                       2
<PAGE>

                  (iii) $50,000 upon the successful completion of a Phase I
clinical trial of oleoyl-estrone in the United States under a company sponsored
Investigational New Drug Application ("IND");

                  (iv) $50,000 upon the successful completion of a Phase I
clinical trial of lingual spray propofol in the United States under a company
sponsored IND; and

                  (v) $50,000 on the date on which the Company's Common Stock
first trades on the American Stock Exchange, the Nasdaq Smallcap Market or Nsdaq
National Market.

                               For purposes of this Agreement, successful
completion of a clinical trial shall mean receipt by the Company of a finalized
database of results from such clinical trial.

            (e) Withholding. The Company shall withhold all applicable federal,
state and local taxes and social security and such other amounts as may be
required by law from all amounts payable to the Executive under this Section 5.

            (f) Stock Options. As additional compensation for the services to be
rendered by the Executive pursuant to this Agreement, the Company shall grant
the Executive stock options ("STOCK OPTIONS") to purchase 600,000 shares of
Common Stock of the Company representing two and one half percent (2.5%) of the
outstanding Common Stock of the Company. The Stock Options shall be governed by
the Company's 2003 Stock Option Plan and shall vest, if at all, in two equal
installments on January 1, 2005 and January 1, 2006 of this Agreement, subject
in each case to the provisions of Section 10 below. In connection with such
grant, the Executive shall enter into the Company's standard stock option
agreement which will incorporate the foregoing vesting schedule and the Stock
Option related provisions contained in Section 10 below. The Board of Directors
of the Company shall annually review the number of Stock Options granted to the
Executive to determine whether an increase in the number thereof is warranted.

            (g) Expenses. The Company shall reimburse the Executive for all
normal, usual and necessary expenses incurred by the Executive in furtherance of
the business and affairs of the Company, including reasonable travel and
entertainment, upon timely receipt by the Company of appropriate vouchers or
other proof of the Executive's expenditures and otherwise in accordance with any
expense reimbursement policy as may from time to time be adopted by the Company.

            (h) Other Benefits. The Executive shall be entitled to all rights
and benefits for which he shall be eligible under any benefit or other plans
(including, without limitation, dental, medical, medical reimbursement and
hospital plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called "fringe" benefits) as the Company shall
make available to its senior executives from time to time. In addition, the
Company shall reimburse the Executives for his reasonable medical licensing fees
and other professional dues. Until such time as the Company implements a pension
or retirement plan on behalf of its Executives, Company agrees to reimburse
Executive an amount equal to the maximum contribution permitted by law to the
Executive's self-directed IRA pension plan each year of the Term, but in no
event greater than $10,000 per annum. In addition, Company agrees to reimburse
executive for reasonable personal disability coverage for each year of the Term.


                                       3
<PAGE>

                  (i) Vacation. The Executive shall, during the Term, be
entitled to a vacation of four (4) weeks per annum, in addition to holidays
observed by the Company. The Executive shall not be entitled to carry any
vacation forward to the next year of employment and shall not receive any
compensation for unused vacation days.

      6. Confidential Information and Inventions.

            (a) The Executive recognizes and acknowledges that in the course of
his duties he is likely to receive confidential or proprietary information owned
by the Company, its affiliates or third parties with whom the Company or any
such affiliates has an obligation of confidentiality. Accordingly, during and
after the Term, the Executive agrees to keep confidential and not disclose or
make accessible to any other person or use for any other purpose other than in
connection with the fulfillment of his duties under this Agreement, any
Confidential and Proprietary Information (as defined below) owned by, or
received by or on behalf of, the Company or any of its affiliates. "Confidential
and Proprietary Information" shall include, but shall not be limited to,
confidential or proprietary scientific or technical information, data, formulas
and related concepts, business plans (both current and under development),
client lists, promotion and marketing programs, trade secrets, or any other
confidential or proprietary business information relating to development
programs, costs, revenues, marketing, investments, sales activities, promotions,
credit and financial data, manufacturing processes, financing methods, plans or
the business and affairs of the Company or of any affiliate or client of the
Company. The Executive expressly acknowledges the trade secret status of the
Confidential and Proprietary Information and that the Confidential and
Proprietary Information constitutes a protectable business interest of the
Company. The Executive agrees: (i) not to use any such Confidential and
Proprietary Information for himself or others; and (ii) not to take any Company
material or reproductions (including but not limited to writings,
correspondence, notes, drafts, records, invoices, technical and business
policies, computer programs or disks) thereof from the Company's offices at any
time during his employment by the Company, except as required in the execution
of the Executive's duties to the Company. The Executive agrees to return
immediately all Company material and reproductions (including but not limited,
to writings, correspondence, notes, drafts, records, invoices, technical and
business policies, computer programs or disks) thereof in his possession to the
Company upon request and in any event immediately upon termination of
employment.

            (b) Except with prior written authorization by the Company, the
Executive agrees not to disclose or publish any of the Confidential and
Proprietary Information, or any confidential, scientific, technical or business
information of any other party to whom the Company or any of its affiliates owes
an obligation of confidence, at any time during or after his employment with the
Company.

            (c) The Executive agrees that all inventions, discoveries,
improvements and patentable or copyrightable works ("INVENTIONS") initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum extent permitted
by applicable law and, to the extent permitted by law, shall be "works made for
hire" as that term is defined in the United States Copyright Act (17 U.S.C.A.,
Section 101). The Company shall be the sole owner of all patents, copyrights,
trade secret rights, and other intellectual property or other rights in
connection therewith. The Executive hereby assigns to the Company all right,
title and interest he may have or acquire in all such Inventions; provided,
however, that the Board of Directors of the Company may in its sole discretion
agree to waive the Company's rights pursuant to this Section 6(c) with respect
to any Invention that is not directly or indirectly related to the Company's
business. The Executive further agrees to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce patents,
copyrights or other rights on such Inventions in any and all countries, and to
that end the Executive will execute all documents necessary:


                                       4
<PAGE>

                  (i) to apply for, obtain and vest in the name of the Company
alone (unless the Company otherwise directs) letters patent, copyrights or other
analogous protection in any country throughout the world and when so obtained or
vested to renew and restore the same; and (ii) to defend any opposition
proceedings in respect of such applications and any opposition proceedings or
petitions or applications for revocation of such letters patent, copyright or
other analogous protection.

            (d) The Executive acknowledges that while performing the services
under this Agreement the Executive may locate, identify and/or evaluate patented
or patentable inventions having commercial potential in the fields of pharmacy,
pharmaceutical, biotechnology, healthcare, technology and other fields which may
be of potential interest to the Company or one of its affiliates (the "THIRD
PARTY INVENTIONS"). The Executive understands, acknowledges and agrees that all
rights to, interests in or opportunities regarding, all Third-Party Inventions
identified by the Company, any of its affiliates or either of the foregoing
persons' officers, directors, employees (including the Executive), agents or
consultants during the Employment Term shall be and remain the sole and
exclusive property of the Company or such affiliate and the Executive shall have
no rights whatsoever to such Third-Party Inventions and will not pursue for
himself or for others any transaction relating to the Third-Party Inventions
which is not on behalf of the Company.

            (e) The provisions of this Section 6 shall survive any termination
of this Agreement.

      7. Non-Competition, Non-Solicitation and Non-Disparagement.

      (a) The Executive understands and recognizes that his services to the
Company are special and unique and that in the course of performing such
services the Executive will have access to and knowledge of Confidential and
Proprietary Information (as defined in Section 6) and the Executive agrees that,
during the Term and for a period of twelve (12) months thereafter, he shall not
in any manner, directly or indirectly, on behalf of himself or any person, firm,
partnership, joint venture, corporation or other business entity ("PERSON"),
enter into or engage in any business which is engaged in any business directly
or indirectly competitive with the business of the Company, either as an
individual for his own account, or as a partner, joint venturer, owner,
executive, employee, independent contractor, principal, agent, consultant,
salesperson, officer, director or shareholder of a Person in a business
competitive with the Company within the geographic area of the Company's
business, which is deemed by the parties hereto to be worldwide. The Executive
acknowledges that, due to the unique nature of the Company's business, the loss
of any of its clients or business flow or the improper use of its Confidential
and Proprietary Information could create significant instability and cause
substantial damage to the Company and its affiliates and therefore the Company
has a strong legitimate business interest in protecting the continuity of its
business interests and the restriction herein agreed to by the Executive
narrowly and fairly serves such an important and critical business interest of
the Company. For purposes of this Agreement, the Company shall be deemed to be
actively engaged on the date hereof in the development of (a) oleoyl-estrone for
the treatment of obesity and overweight disease and (b) novel application drug
delivery systems for propofol, and in the future in any other business in which
it actually devotes substantive resources to study, develop or pursue.
Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be
deemed to prohibit the Executive from (i) acquiring or holding, solely for
investment, publicly traded securities of any corporation, some or all of the
activities of which are competitive with the business of the Company so long as
such securities do not, in the aggregate, constitute more than three percent
(3%) of any class or series of outstanding securities of such corporation.


                                       5
<PAGE>

      (b) During the Term and for a period of 12 months thereafter, the
Executive shall not, directly or indirectly, without the prior written consent
of the Company:

            (i) solicit or induce any employee of the Company or any of its
affiliates to leave the employ of the Company or any such affiliate; or hire for
any purpose any employee of the Company or any affiliate or any employee who has
left the employment of the Company or any affiliate within one year of the
termination of such employee's employment with the Company or any such affiliate
or at any time in violation of such employee's non-competition agreement with
the Company or any such affiliate; or

            (ii) solicit or accept employment or be retained by any Person who,
at any time during the term of this Agreement, was an agent, client or customer
of the Company or any of its affiliates where his position will be related to
the business of the Company or any such affiliate; or (iii) solicit or accept
the business of any agent, client or customer of the Company or any of its
affiliates with respect to products, services or investments similar to those
provided or supplied by the Company or any of its affiliates.

            (c) The Company and the Executive each agree that both during the
Term and at all times thereafter, neither party shall directly or indirectly
disparage, whether or not true, the name or reputation of the other party or any
of its affiliates, including but not limited to, any officer, director, employee
or shareholder of the Company or any of its affiliates.

            (d) In the event that the Executive breaches any provisions of
Section 6 or this Section 7 or there is a threatened breach, then, in addition
to any other rights which the Company may have, the Company shall (i) be
entitled, without the posting of a bond or other security, to injunctive relief
to enforce the restrictions contained in such Sections and (ii) have the right
to require the Executive to account for and pay over to the Company all
compensation, profits, monies, accruals, increments and other benefits
(collectively "BENEFITS") derived or received by the Executive as a result of
any transaction constituting a breach of any of the provisions of Sections 6 or
7 and the Executive hereby agrees to account for and pay over such Benefits to
the Company.

            (e) Each of the rights and remedies enumerated in Section 7(d) shall
be independent of the others and shall be in addition to and not in lieu of any
other rights and remedies available to the Company at law or in equity. If any
of the covenants contained in this Section 7, or any part of any of them, is
hereafter construed or adjudicated to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants or rights or
remedies which shall be given full effect without regard to the invalid
portions. If any of the covenants contained in this Section 7 is held to be
invalid or unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision shall then be enforceable. No such holding of
invalidity or unenforceability in one jurisdiction shall bar or in any way
affect the Company's right to the relief provided in this Section 7 or otherwise
in the courts of any other state or jurisdiction within the geographical scope
of such covenants as to breaches of such covenants in such other respective
states or jurisdictions, such covenants being, for this purpose, severable into
diverse and independent covenants.


                                       6
<PAGE>

            (f) In the event that an actual proceeding is brought in equity to
enforce the provisions of Section 6 or this Section 7, the Executive shall not
urge as a defense that there is an adequate remedy at law nor shall the Company
be prevented from seeking any other remedies which may be available. The
Executive agrees that he shall not raise in any proceeding brought to enforce
the provisions of Section 6 or this Section 7 that the covenants contained in
such Sections limit his ability to earn a living.

            (g) The provisions of this Section 7 shall survive any termination
of this Agreement.

      8. Representations and Warranties by the Executive.

            The Executive hereby represents and warrants to the Company as
follows:

                  (i) Neither the execution or delivery of this Agreement nor
the performance by the Executive of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default or breach of any covenant or obligation under
(whether immediately, upon the giving of notice or lapse of time or both) any
prior employment agreement, contract, or other instrument to which the Executive
is a party or by which he is bound.

                  (ii) The Executive has the full right, power and legal
capacity to enter and deliver this Agreement and to perform his duties and other
obligations hereunder. This Agreement constitutes the legal, valid and binding
obligation of the Executive enforceable against him in accordance with its
terms. No approvals or consents of any persons or entities are required for the
Executive to execute and deliver this Agreement or perform his duties and other
obligations hereunder.

      9. Termination. The Executive's employment hereunder shall be terminated
upon the Executive's death and may be terminated as follows:

            (a) The Executive's employment hereunder may be terminated by the
Board of Directors of the Company for Cause. Any of the following actions by the
Executive shall constitute "CAUSE":

                  (i) The willful failure, disregard or refusal by the Executive
to perform his duties hereunder;

                  (ii) Any willful, intentional or grossly negligent act by the
Executive having the effect of injuring, in a material way (whether financial or
otherwise and as determined in good-faith by a majority of the Board of
Directors of the Company), the business or reputation of the Company or any of
its affiliates, including but not limited to, any officer, director, executive
or shareholder of the Company or any of its affiliates;


                                       7
<PAGE>

                  (iii) Willful misconduct by the Executive in respect of the
duties or obligations of the Executive under this Agreement, including, without
limitation, insubordination with respect to directions received by the Executive
from the Board of Directors of the Company;

                  (iv) The Executive's indictment of any felony or a misdemeanor
involving moral turpitude (including entry of a nolo contendere plea);

                  (v) The determination by the Company, after a reasonable and
good-faith investigation by the Company following a written allegation by
another employee of the Company, that the Executive engaged in some form of
harassment prohibited by law (including, without limitation, age, sex or race
discrimination), unless the Executive's actions were specifically directed by
the Board of Directors of the Company;

                  (vi) Any misappropriation or embezzlement of the property of
the Company or its affiliates (whether or not a misdemeanor or felony);

                  (vii) Breach by the Executive of any of the provisions of
Sections 6, 7 or 8 of this Agreement; and (viii) Breach by the Executive of any
provision of this Agreement other than those contained in Sections 6, 7 or 8
which is not cured by the Executive within thirty (30) days after notice thereof
is given to the Executive by the Company.

            (b) The Executive's employment hereunder may be terminated by the
Board of Directors of the Company due to the Executive's Disability. For
purposes of this Agreement, a termination for "DISABILITY" shall occur (i) when
the Board of Directors of the Company has provided a written termination notice
to the Executive supported by a written statement from a reputable independent
physician to the effect that the Executive shall have become so physically or
mentally incapacitated as to be unable to resume, within the ensuing twelve (12)
months, his employment hereunder by reason of physical or mental illness or
injury, or (ii) upon rendering of a written termination notice by the Board of
Directors of the Company after the Executive has been unable to substantially
perform his duties hereunder for 90 or more consecutive days, or more than 120
days in any consecutive twelve month period, by reason of any physical or mental
illness or injury. For purposes of this Section 9(b), the Executive agrees to
make himself available and to cooperate in any reasonable examination by a
reputable independent physician retained by the Company.

            (c) The Executive's employment hereunder may be terminated by the
Board of Directors of the Company (or its successor) upon the occurrence of a
Change of Control. For purposes of this Agreement, "CHANGE OF CONTROL" means (i)
the acquisition, directly or indirectly, following the date hereof by any person
(as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities if such person or his or its affiliate(s) do not own in
excess of 50% of such voting power on the date of this Agreement, or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its
business and/or assets in one transaction or series of related transactions
(other than a merger effected exclusively for the purpose of changing the
domicile of the Company).


                                       8
<PAGE>

            (d) The Executive's employment hereunder may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "GOOD REASON" shall
mean any of the following: (i) the assignment to the Executive of duties
inconsistent with the Executive's position, duties, responsibilities, titles or
offices as described herein; (ii) any material reduction by the Corporation of
the Executive's duties and responsibilities; or (iii) any reduction by the
Corporation of the Executive's compensation or benefits payable hereunder (it
being understood that a reduction of benefits applicable to all employees of the
Corporation, including the Executive, shall not be deemed a reduction of the
Executive's compensation package for purposes of this definition).

      10. Compensation upon Termination.

            (a) If the Executive's employment is terminated as a result of his
death or Disability, the Company shall pay to the Executive or to the
Executive's estate, as applicable, (x) his Base Salary and any accrued but
unpaid Bonus and expense reimbursement amounts through the date of his Death or
Disability. All Stock Options that are scheduled to vest by the end of the
calendar year in which such termination occurs shall be accelerated and deemed
to have vested as of the termination date. All Stock Options that have not
vested (or been deemed pursuant to the immediately preceding sentence to have
vested) as of the date of termination shall be deemed to have expired as of such
date.

            (b) If the Executive's employment is terminated by the Board of
Directors of the Company for Cause, then the Company shall pay to the Executive
his Base Salary through the date of his termination and the Executive shall have
no further entitlement to any other compensation or benefits from the Company.
All Stock Options that have not vested as of the date of termination shall be
deemed to have expired as of such date. Any Stock Options that have vested as of
the date of the Executive's termination for Cause shall remain exercisable for a
period of 90 days.

            (c) If the Executive's employment is terminated by the Company (or
its successor) upon the occurrence of a Change of Control, the Company (or its
successor, as applicable) shall (i) continue to pay to the Executive his Base
Salary for a period of one year following such termination, and (ii) pay the
Executive any accrued and unpaid Bonus and expense reimbursement amounts through
the date of termination. The Company's obligation under clause (i) in the
preceding sentence shall be reduced, however, by any amounts otherwise actually
earned by the Executive during the one year period following the termination of
his employment. All Stock Options that have not vested as of the date of such
termination shall be accelerated and deemed to have vested as of such date.

            (d) If the Executive's employment is terminated by the Company other
than as a result of the Executive's death or Disability and other than for
reasons specified in Sections 10(b) or (c), then the Company shall (i) continue
to pay to the Executive his Base Salary for a period of one year following such
termination, and (ii) pay the Executive any expense reimbursement amounts owed
through the date of termination. The Company's obligation under clauses (i) and
(ii) in the preceding sentence shall be subject to offset by any amounts
otherwise received by the Executive from any employment during the one year
period following the termination of his employment. All Stock Options that are
scheduled to vest by the end of the calendar year in which such termination
occurs shall be accelerated and deemed to have vested as of the termination
date. All Stock Options that have not vested (or been deemed pursuant to the
immediately preceding sentence to have vested) as of the date of termination
shall be deemed to have expired as of such date. Any Stock Options that have
vested as of the date of the Executive's termination shall remain exercisable
for a period of 90 days.


                                       9
<PAGE>

            (e) This Section 10 sets forth the only obligations of the Company
with respect to the termination of the Executive's employment with the Company,
and the Executive acknowledges that, upon the termination of his employment, he
shall not be entitled to any payments or benefits which are not explicitly
provided in Section 10.

            (f) Upon termination of the Executive's employment hereunder for any
reason, the Executive shall be deemed to have resigned as director of the
Company, effective as of the date of such termination.

            (g) The provisions of this Section 10 shall survive any termination
of this Agreement.

      11. Miscellaneous.

            (a) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
giving effect to its principles of conflicts of laws.

            (b) Any dispute arising out of, or relating to, this Agreement or
the breach thereof (other than Sections 6 or 7 hereof), or regarding the
interpretation thereof, shall be finally settled by arbitration conducted in New
York City in accordance with the rules of the American Arbitration Association
then in effect before a single arbitrator appointed in accordance with such
rules. Judgment upon any award rendered therein may be entered and enforcement
obtained thereon in any court having jurisdiction. The arbitrator shall have
authority to grant any form of appropriate relief, whether legal or equitable in
nature, including specific performance. For the purpose of any judicial
proceeding to enforce such award or incidental to such arbitration or to compel
arbitration and for purposes of Sections 6 and 7 hereof, the parties hereby
submit to the non-exclusive jurisdiction of the Supreme Court of the State of
New York, New York County, or the United States District Court for the Southern
District of New York, and agree that service of process in such arbitration or
court proceedings shall be satisfactorily made upon it if sent by registered
mail addressed to it at the address referred to in paragraph (g) below. The
costs of such arbitration shall be borne proportionate to the finding of fault
as determined by the arbitrator. Judgment on the arbitration award may be
entered by any court of competent jurisdiction.

            (c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective heirs, legal representatives,
successors and assigns.

            (d) This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets.


                                       10
<PAGE>

            (e) This Agreement cannot be amended orally, or by any course of
conduct or dealing, but only by a written agreement signed by the parties
hereto.

            (f) The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and such terms, conditions and provisions shall remain in full force
and effect. No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

            (g) All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and shall be
delivered personally or by an overnight courier service or sent by registered or
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses set forth on the first page of this Agreement, and shall be deemed
given when so delivered personally or by overnight courier, or, if mailed, five
days after the date of deposit in the United States mails. Either party may
designate another address, for receipt of notices hereunder by giving notice to
the other party in accordance with this paragraph (g).

            (h) This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof. No representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and neither party shall be
bound by or liable for any alleged representation, promise or inducement not so
set forth.

            (i) As used in this Agreement, "affiliate" of a specified Person
shall mean and include any Person controlling, controlled by or under common
control with the specified Person.

            (j) The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.

            (k) This Agreement may be executed in any number of counterparts,
each of which shall constitute an original, but all of which together shall
constitute one and the same instrument.

                             Signature page follows.


                                       11
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                    MANHATTAN PHARMACEUTICALS, INC.



                                    By:  /s/ Nicholas J. Rossettos
                                         ------------------------------------
                                         Name:  Nicholas J. Rossettos
                                         Title: Chief Financial Officer

                                    EXECUTIVE

                                    By:   /s/ Dr. Leonard Firestone
                                         ------------------------------------
                                    Name: Dr. Leonard Firestone



                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>v01211_ex23-1.txt
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1

                                     CONSENT

We consent to the inclusion in this registration statement of our report on our
audit of Manhattan Research Development, Inc. (formerly Manhattan
Pharmaceuticals, Inc.) as of December 31, 2002, and for the year then ended and
for the period from January 1, 2002 to December 31, 2002, as related to the
period from August 1, 2001 (date of inception) to December 31, 2002. We also
consent to the reference to our firm under the caption "Experts."


                                          /s/  J.H. COHN LLP

Roseland, New Jersey
January 12, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>8
<FILENAME>v01211_ex23-2.txt
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         We hereby consent to the use in this registration statement of
Manhattan Pharmaceuticals, Inc. on Form SB-2 of our report dated November 1,
2002 relating to the financial statements of Manhattan Pharmaceuticals Inc. as
of December 31, 2001 and for the period from August 6, 2001 (inception) to
December 31, 2001. We also consent to the reference to us under the heading
"Experts".

                                          /s/ Weinberg & Company, P.A.
                                          Weinberg & Company, P.A.
                                          Certified Public Accountants

Boca Raton, Florida

January 12, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
