Pure Cycle 10QSB 11-30-2004

	Page
Part I - Financial Information

Item 1 - Financial Statements (unaudited)	3

Balance Sheets - November 30, 2004 and August 31, 2004	3

Statements of Operations - For the three months ended November 30, 2004 and 2003	4

Statements of Cash Flows - For the three months ended November 30, 2004 and 2003	5

Notes to Financial Statements	6

Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition

Item 3 - Controls and Procedures	14


Part II - Other Information

Item 1 - Legal Proceedings	14

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3 - Defaults Upon Senior Securities	14

Item 4 - Submission of Matters to a Vote of Security Holders	14

Item 5 - Other information	14

Item 6 - Exhibits	14

Signature Page	15

Statements that are not historical facts contained in this Quarterly Report on Form 10-QSB are forward looking statements that involve risk and uncertainties that could cause actual results to differ from projected results. The words "anticipate," "believe," "estimate," "expect," "plan," "intend" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. We cannot assure you that any of our expectations will be realized. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, without limitation, the timing of development of the areas where we are selling our water, the market price of water, changes in applicable statutory and regulatory requirements, uncertainties in the estimation of water available under decrees, costs of delivery of water, uncertainties in the estimation of costs of construction projects, the strength and financial resources of our competitors, our ability to find and retain skilled personnel, climatic conditions, labor relations, availability and cost of material and equipment, delays in anticipated permit and construction dates, environmental risks, the results of financing efforts and the ability to meet capital requirements, and general economic conditions.

	November 30, 2004			August 31, 2004
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	510,679		$	1,574,201
Marketable securities		4,932,568			4,055,643
Trade accounts receivable		29,839			50,238
Interest receivable		27,723			24,516
Prepaid insurance		21,667			34,077
Total current assets		5,522,476			5,738,675

Investments in water and systems:
Rangeview water supply		13,788,576			13,786,125
Paradise water supply		5,504,643			5,498,124
Rangeview water system		151,798			151,798
Sky Ranch water supply		50,000			50,000
Water supply - other		3,360			3,360
Investment in water and systems		19,498,377			19,489,407
Accumulated depreciation & depletion		(17,752	)		(16,286	)
Total water and water systems		19,480,625			19,473,121

Property and equipment, net		5,503			-
Note receivable - related party, including accrued interest		417,617			413,805
Total assets	$	25,426,221		$	25,625,601
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	51,863		$	2,946
Accrued liabilities		75,061			180,927
Total current liabilities		126,924			183,873

Amounts reimbursable to former officer		2,465,555			2,465,555
Deferred revenue		17,435			17,435
Long-term debt - related parties, including accrued interest		1,428,770			1,420,964
Participating interests in Export Water supply		8,214,275			8,214,275
Total liabilities		12,252,959			12,302,102

Stockholders' equity:
Preferred stock: Par value $.001 per share, 25 million shares authorized: Series B - 432,513 shares issued and outstanding (liquidation preference of $432,513)		433			433
Common stock: Par value 1/3 of $.01 per share, 40 million shares authorized: 13,356,135 and 13,316,135 shares issued and outstanding		44,522			44,387
Additional paid-in capital		36,478,969			36,407,105
Unrealized (loss) gain on marketable securities		(1,408	)		14,834
Accumulated deficit		(23,349,254	)		(23,143,260	)
Total stockholders' equity		13,173,262			13,323,499
Total liabilities and stockholders' equity	$	25,426,221		$	25,625,601

	Three Months Ended November 30,
	2004			2003

Revenues:
Water usage revenues	$	39,693		$	36,868
Wastewater processing revenues		14,285			13,501
Other		-			951
		53,978			51,320

Expenses:
Water service operating expense		7,298			2,429
Wastewater service operating expense		2,286			2,183
Depletion expense		201			207
Other		610			998
		10,395			5,817
Gross margin		43,583			45,503

General and administrative expenses		269,075			87,637
Depreciation expense		1,422			1,237
Operating loss		(223,914	)		(43,371	)

Other income (expense):
Interest income		28,726			4,346
Interest expense - related parties		(7,806	)		(43,483	)
Amortization of warrants		-			(6,300	)
Total other income (expense)		20,920			(45,437	)

Net loss	$	(205,994	)	$	(88,808	)

Net loss per common share - basic and diluted	$	(.02	)	$	(.01	)

Weighted average common shares outstanding - basic and diluted		13,330,421			8,121,754

	Three Months Ended November 30,
	2004			2003

Cash flows from operating activities:
Net loss	$	(205,994	)	$	(88,808	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		1,422			1,237
Depletion		201			207
Amortization of warrants		-			6,300
Interest accrued on long-term debt - related parties		7,806			43,483
Interest added to notes receivable - related party		(3,812	)		(3,440	)
Changes in operating assets and liabilities:
Trade accounts receivable		20,399			(2,949	)
Other assets		9,203			-
Trade accounts payable and accrued liabilities		(56,949	)		(31,828	)
Net cash used by operating activities		(227,724	)		(75,798	)

Cash flows from investing activities:
Investments in water supply		(8,970	)		(19,600	)
Purchase of marketable securities		(2,090,458	)		-
Maturities of marketable securities		1,197,290			-
Purchase of property and equipment		(5,660	)		-
Net cash used by investing activities		(907,798	)		(19,600	)


Cash flows from financing activities:
Proceeds from stock option exercises		72,000			-
Net cash provided by financing activities		72,000			-

Net decrease in cash and cash equivalents		(1,063,522	)		(95,398	)
Cash and cash equivalents at beginning of period		1,574,201			525,780
Cash and cash equivalents at end of period	$	510,679		$	430,382

The balance sheet as of November 30, 2004, the statements of operations for the three months ended November 30, 2004 and 2003, and the statements of cash flows for the three months ended November 30, 2004 and 2003 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows at November 30, 2004 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's fiscal year 2004 Annual Report on Form 10-KSB. The results of operations for interim periods presented are not necessarily indicative of the operating results for the full year.

The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (APB) No. 25, Accounting for Stock Issued to Employees. The Company has adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation as specified in SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS No. 123. The pro forma disclosure of net loss and loss per share required by SFAS No. 123 is shown below.

	Three Months Ended November 30,
	2004			2003
Net loss, as reported	$	(205,994	)	$	(88,808	)
Add back stock-based employee compensation expense included in reported net loss		-			-
Deduct: Total stock-based employee compensation expense determined under fair value based method for all options and warrants		(35,159	)		-
Pro forma net loss		(241,153	)		(88,808	)
Weighted average common shares outstanding - basic and diluted		13,330,421			8,121,754
Pro forma net loss per share		(.02	)		(.01	)

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 0% dividend yield, 112.89% volatility, risk free rates between 1.0% and 1.5%, and an expected life of six years. Using the Black-Scholes option-pricing model, the weighted-average fair value of options granted during 2004 was $6.91 per share.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the use of highly subjective assumptions, including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective assumptions can materially affect the fair value estimates, in management's opinion, the existing models do not necessarily provide a reliable measure of fair value of its employee stock-based compensation.

Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations each fiscal quarter. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. The Company had no investments classified as held-to-maturity at November 30, 2004 or August 31, 2004.

Debt securities for which the Company does not have the positive intent or ability to hold to maturity are classified as available-for-sale, along with any investments in equity securities (the Company had no investments in equity securities at November 30, 2004 or August 31, 2004). Securities classified as available-for-sale are marked to market at each fiscal quarter. Changes in value on such securities are recorded as a component of Comprehensive (loss) income. The cost of securities sold is based on the specific identification method. All the available-for-sale securities were purchased in 2004. The following is a summary of such securities at November 30, 2004:

	Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Commercial paper	$	301,077	$	-	$	-		$	301,077
U.S. government debt securities		1,393,054		2,667		(2,249	)		1,393,472
U.S. corporate debt securities		3,540,922		9,260		(11,086	)		3,539,096
Total investments		5,235,053		11,927		(13,335	)		5,233,645
Included in cash equivalents		301,077		-		-			301,077
Total marketable securities	$	4,933,976	$	11,927	$	(13,335	)	$	4,932,568

In the aggregate, during the year ended August 31, 2004, the Company repaid $1.6 million of principal and approximately $2.0 million of accrued interest under loan agreements with eleven related parties. Approximately $1.6 million of the accrued interest was repaid with common stock surrendered by our former CEO for which he was reimbursed on January 13, 2005 (see Note 8 and the Company's Annual Report on Form 10-KSB for the year ended August 31, 2004 for more information).

Effective August 31, 2004 the Company entered into the Settlement Agreement with LCH, Inc. (a party related to the Company's former CEO). Under the Settlement Agreement, LCH released the Company from its obligations under the LCH Agreement (which is more fully described in the Company's Annual Report on Form 10-KSB for the year ended August 31, 2004) in consideration of the Company's former CEO surrendering 306,279 shares of common stock (which were pledged as collateral against notes payable to LCH), and the Company repaying the $950,000 of notes payable to LCH. The 306,279 shares were designated to repay $1,557,110 of accrued interest payable to LCH and to acquire $4.0 million of contingent obligations payable to LCH under the LCH Agreement. To return Mr. Clark to his original position, on January 13, 2004, the Company paid Mr. Clark $50,555 in cash and issued to him 300,000 shares of restricted common stock (totaling $2,465,555, the same consideration Mr. Clark surrendered to LCH), which is reported as a payable to a former officer on the accompanying balance sheet.

Pure Cycle Corporation was incorporated in 1976 in Delaware. We own or have rights to use significant water assets which we have begun to utilize to provide water and wastewater services to customers located in the Denver, Colorado metropolitan area near our principal water assets. Our primary business activities include the design, construction, operation and maintenance of water and wastewater systems which treat and deliver water and wastewater to our customers.

We have exclusive access to approximately 29,270 acre feet per year of water from, and the exclusive right to provide water and wastewater services to, approximately 24,000 acres of primarily undeveloped land in eastern Colorado known as the Lowry Range property. The Lowry Range property is located in Arapahoe County, Colorado approximately 15 miles southeast of Denver and 12 miles south of the Denver International Airport. Of the approximately 29,270 acre feet of water we have exclusive access to, 17,620 acre feet per year are available to us for use specifically on the Lowry Range property. We own the remaining 11,650 acre feet of water per year and can "export" it from the Lowry Range property to supply water to nearby communities and developers in need of additional water supplies (referred to as the "Export Water", collectively with the water available for use on the Lowry Range property, these water assets are referred to as the "Rangeview Water Assets"). We acquired the Rangeview Water Assets in 1996 when we entered into an agreement with the State of Colorado Board of Land Commissioners (the "State Land Board"), which owns the Lowry Range property, and entered into two 85-year agreements with the Rangeview Metropolitan District (the "District"), a quasi-municipal political subdivision of the State of Colorado. Of the 11,650 acre feet of water we own, we have an option to substitute 1,650 acre feet of this surface water in exchange for a total gross volume of 165,000 acre feet of groundwater.

Based on independent engineering estimates, the 17,620 acre feet of water designated for use on the Lowry Range property is capable of providing water service to approximately 47,500 Single Family Equivalent (SFE) units. An SFE is defined as the amount of water required each year by a family of four persons living in a single family house on a standard lot. Our business includes the design, construction and operation of facilities to provide water and wastewater service to customers located on the Lowry Range property through our service contract period ending in 2081. The District owns both the water and the wastewater systems during our contract period, and we will operate both systems during this period pursuant to our service contract. After 2081, ownership of the water system servicing customers on the Lowry Range property will revert to the State Land Board.

The 11,650 acre feet of Export Water that we own is comprised of surface and groundwater on and beneath the Lowry Range property. Based on independent engineering estimates, the Export Water can service approximately 32,500 SFE units throughout the Denver metropolitan region. We design, construct and operate the facilities to provide water and wastewater service to customers located off the Lowry Range property that will use our Export Water, and we will own these assets. We will contract with third parties for construction of these facilities.

Water and/or wastewater services are subject to individual water and wastewater service agreements. We negotiate individual service agreements with developers and/or homebuilders to provide water and wastewater services. Our service contracts will outline our obligations to construct certain facilities necessary to develop and treat water and/or wastewater, including the timing of installation of the facilities, capacities of the systems, and where the services will be provided. Under these arrangements, developers and/or homebuilders will purchase water and/or wastewater taps from us in exchange for our obligation to construct the water and/or wastewater facilities.

In agreements marketing our Export Water, we plan to negotiate the purchase of groundwater with the developers seeking water service from us. Such purchased water would not be subject to obligations under the financing agreements which are more fully described in the Company's Annual Report on Form 10-KSB for the year ended August 31, 2004. Similarly, water tap fees received from the sale of taps to customers located on the Lowry Range property are not subject to obligations under these financing agreements.

The State Land Board is in the initial stages of developing a plan to solicit requests for proposals to engage a development partner to assist in the future development of the Lowry Range property. We are not able to determine the timing of development of the Lowry Range property, although residential, commercial and industrial development is under way outside of the Lowry Range property along its southern, western and northern borders. Water sales will only occur after development has commenced. In the event development of the Lowry Range property and the surrounding areas is delayed, we may be required to incur additional short-term or long-term debt obligations or seek to sell additional equity to generate operating capital.

The Rangeview Metropolitan District is a quasi-municipal corporation and political subdivision of the State of Colorado formed in 1986 for the purpose of providing water and wastewater service to the Lowry Range property. The District will utilize the 17,620 acre-feet of water leased to it by the State Land Board located on the Lowry Range property for service to customers on the Lowry Range property. The District was formed following, and based on, the purchase in 1986 of a 40 acre parcel of vacant land located in unincorporated Arapahoe County contiguous but not on the Lowry Range property. This land comprises all of the property currently within the boundaries of the District.

We and the board of directors of the District have attempted to transact business between the District and us on an arms-length basis. The conflicts of interest of the directors in transactions between us and the District are disclosed in filings with the Colorado Secretary of State. The District and we were each represented by separate legal counsel in negotiating the water service agreement and wastewater service agreement between the parties. The agreements were also approved by the two members of the District's board who were not our employees and by the State Land Board.

Under the service agreements between us and the District, we are obligated to provide funding to the District as the District's required reserves fall below the level specified in the District's contract with the State Land Board. The District is permitted to request funding from us to replenish their reserves for certain defined operating expenses related to the Lowry Range property. We anticipate providing additional funding to the District for the foreseeable future until additional monthly on-site water revenues are generated.

We also own conditional water rights in western Colorado that entitle us to build a 70,000 acre-foot reservoir to store tributary water on the Colorado River; a right-of-way permit from the U.S. Bureau of Land Management for property at the dam and reservoir site; and four tributary water wells with a theoretical capacity to produce approximately 56,000 acre feet of water annually (collectively known as the "Paradise Water Supply"). We will seek to utilize our Paradise Water Supply asset to deliver water to customers located in the Denver metropolitan area or to customers in the downstream states of Nevada, Arizona and California. However, due to the strict regulatory requirements for constructing an on-channel reservoir, completing this conditional storage right at its decreed location could be difficult. As a result, there can be no assurance that we will ever be able to make use of this asset or sell the water profitably. In accordance with Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"), at least annually (last test performed as of August 31, 2004) we review our long-term assets, including our Paradise Water Supply, for indicators of impairment. Consistent with SFAS 144, we compare the carrying amount of our Paradise Water Supply asset to the sum of the expected undiscounted cash flows from the expected eventual use of the asset. Our assessment of the recoverability of the carrying value of the Paradise Water Supply assumes revenue being developed through water tap sales and monthly metered water usage fees offset by wholesale development costs, which are based on engineering estimates, over a 35 year development horizon. Based on this annual assessment the expected undiscounted cash flows exceed the carrying value of the Paradise Water Supply and therefore no impairment was found to exist.

Due to the continuing growth of the Denver metropolitan region and the limited availability of new water supplies, many metropolitan planning agencies are requiring property developers to demonstrate adequate water availability prior to any consideration for zoning requests for property development. As a result, we believe we are well positioned to market and sell our water and wastewater services to developers and home builders seeking to develop new communities both within the Lowry Range property as well as in other areas in the growing Denver metropolitan region.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

We have identified certain key accounting policies on which our financial condition and results of operations are dependent. These key accounting policies most often involve complex matters or are based on subjective judgments or decisions. In the opinion of management, our most critical accounting policies are those related to revenue recognition, impairment of water assets and other long-lived assets, depletion and depreciation, accounting for participating interests in Export Water sales, royalty and other obligations, and income taxes. We base our estimates and judgments on historical experience of the operations and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Management periodically reviews its estimates, including those related to the recoverability and useful lives of assets. Actual results may differ from these estimates under different assumptions or conditions.

As more fully described in our Annual Report on Form 10-KSB for the year ended August 31, 2004, the balance sheet liability captioned "Participating interests in Export water supply" represents an obligation which arose under the agreements we used to acquire our Export Water supply. We recorded an initial liability of $11,090,630 (which was reduced in fiscal 2004 to $8,214,275 by the transactions noted below), which represents the cash we received and applied to the purchase of the Export Water supply. In addition to the participating interests that are recorded, we are potentially liable to pay the parties to the agreements an additional $23,608,399 (following the transactions in fiscal 2004 as noted below).

During 2004, we acquired the rights to $8,199,333 of obligations under the agreements used to acquire our Export Water for cash of $2,750,000 and 40,512 restricted shares of our common stock. In connection with these transactions, we reduced the participating interest by $2,858,920, which represents the pro-rata share of the total $31.8 million of potential obligations payable to outside parties represented by the $8,199,333 of obligations we acquired.

As we recognize revenues from Export Water sales, and make the required payments, we will allocate a ratable percentage of the repayment to the principal portion of the initial participating interest of $11.1 million (i.e., 35%), and the balance to the expense portion, $20.9 million (i.e., 65%), as amounts are payable. The portion allocated to the principal portion will be recorded as a reduction in participating interest in Export water supply.

The increase in water revenues is mainly attributable to rate increases effective May 2004. Our water service charges, which are controlled through a market-driven pricing mechanism by which our rates and charges may not exceed similar rates and charges of three nearby communities, are based on a tiered pricing structure that is sensitive to the date and volume of water use. Our wastewater treatment customers, fees for whom are also controlled through a market-driven pricing mechanism, are currently charged a flat monthly amount, which was increased in May 2004.

At November 30, 2004, current assets exceed current liabilities by $5,395,552; and we had cash and cash equivalents and marketable securities of $5,443,247. We believe that at November 30, 2004, we have sufficient working capital to fund our operations for the next year. However, there can be no assurances that we will be successful in marketing the water from our primary water projects in the near term. In the event increased revenues and cash flows from providing water services are not achieved, we may incur additional short or long-term debt or seek to sell additional equity securities to generate working capital to support our operations.

Development of any of our water rights, or any we are seeking to acquire, will require substantial capital investment. Any such additional capital for the development of the water rights is anticipated to be financed through the sale of water taps and water delivery charges to users. A water tap charge refers to a charge imposed by a municipality to permit a water user to access a water delivery system (i.e. a single-family home's tap into the municipal water system), and a water delivery charge refers to a water user's monthly water bill generally based on each 1,000 gallons of water consumed. Typically, the developer must purchase a minimum number of taps each year, the proceeds from which will be used to expand the capacity of our water system to deliver water to additional customers in the development. We anticipate that the system development portion of tap fees will be sufficient to generate funds with which we can design and construct the necessary water facilities. However, once we receive tap fees from a developer, we are contractually obligated to construct the water delivery system for the taps paid for, even if our costs are not covered by the fees we receive. We can not assure you that our revenues will be sufficient to cover our capital costs.

On October 31, 2003 and then on May 14, 2004 we entered into Water Service Agreements with the developer of Sky Ranch, a proposed new development located along Interstate 70, approximately seven miles south of the Denver International Airport in Arapahoe County, Colorado. Under the Water Service Agreements we will provide water to the 4,850 SFE units that are anticipated to be built at Sky Ranch. Under the Water Service Agreements, the developer must purchase at least 400 water taps before occupancy of the first home. The Water Service Agreements permit the developer to add additional taps annually, with at least 310 taps to be purchased each year. This schedule is designed to provide us with adequate funds with which to construct the facilities needed to provide water service to the areas being built.

The Water Service Agreements provide for 4,850 SFE connections, which at current rates and charges would generate approximately $60.2 million in total water tap fee revenues and approximately $2.8 million annually in water service revenues based on average water usage fees in Colorado. These represent gross fees and, to the extent that water service is provided using Export Water, we are required to pay a royalty to the State Land Board equal to 12% of the net revenue after deducting our costs. We expect to dedicate approximately 1,200 acre feet, or approximately 10%, of our Export Water supply (which is about 4.2% of our overall Rangeview Water Supply) for this project. We estimate we will spend approximately $25 million for infrastructure costs related to the development and delivery of water to the 4,850 SFE units.

At November 30, 2004, we had outstanding debt to three related parties totaling $1,428,770 (which includes $736,899 of accrued interest). Of the $1.4 million of debt, $189,120 bears simple interest at 9.01%, $51,709 bears simple interest at 8.36%, $424,500 bears simple interest at the Applicable Federal Rate for short-term obligations (2.37% at November 30, 2004) and $26,542 bears no interest. The notes are payable at various dates between August 2007 and October 2007, subject to earlier payment if Export Water sales occur. Interest is not payable on a current basis, but does accrue and is added to the principal monthly.

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"), which is a revision of SFAS 123 and addresses the accounting for employee stock options. SFAS 123R is effective for public companies for interim or annual periods beginning after December 15, 2005 (SFAS 123R is effective for us beginning March 1, 2006), supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS 123R is similar to the approach described in SFAS 123. However, SFAS 123R requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. We have not yet completed our evaluation of the impact of SFAS 123R, but we expect the adoption to have a material effect on our financial statements. See NOTE 1 - ACCOUNTING PRINCIPLES for pro-forma disclosures required under SFS 123.

Our president/chief financial officer has concluded that our disclosure controls (as defined in the Securities Exchange Act Rule 13a-15) at the end of the period are effective to ensure that the information required to be disclosed by us in the reports we file under the Securities Exchange Act are gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness, based on an evaluation of such controls and procedures.

Part II

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 13, 2005 we issued 300,000 shares of restricted common stock and paid $50,555 to our former CEO, Mr. Thomas Clark, as consideration for Mr. Clark surrendering 306,279 shares of common stock which had been pledged as collateral to secure payment of certain promissory notes issued by us to a related party. This occurred as part of the LCH Settlement Agreement, effective as of August 31, 2004, which is more fully described in our Annual Report on Form 10-KSB for the year ended August 31, 2004 and in NOTE 8 - SUBSEQUENT EVENTS above.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits

Delaware	84-0705083
(State of incorporation)	(I.R.S. Employer
	Identification Number)


8451 Delaware St., Thornton, CO	80260
(Address of principal executive offices)	(Zip Code)


(303) 292 - 3456
Registrant's telephone number

Common stock, 1/3 of $.01 par value	13,368,635
(Class)	(Number of Shares)

	Three months ended November 30,
	2004			2003
Net loss	$	(205,994	)	$	(88,808	)
Unrealized loss on marketable securities		(16,242	)		-
Comprehensive loss	$	(222,236	)	$	(88,808	)


	PURECYCLE CORPORATION

		/s/ Mark W. Harding
		Mark W. Harding
		President and Chief Financial Officer
		January 14, 2005

	Three Months Ended November 30,				% Increase
	2004		2003		(Decrease)
Millions of gallons of water delivered		13.6		14.8		(8	%)
Water usage fees generated	$	39,693	$	36,868		8	%
Millions of gallons of wastewater treated		4.4		2.1		110	%
Wastewater treatment fees generated	$	14,285	$	13,501		6	%

Exhibits

31	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002. *

32	Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002. *

*	Filed herewith