SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-QSB

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THESECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED March 31, 2005

Commission File
#000-31935

EARTHBLOCK
TECHNOLOGIES, INC.(Exact name of small business issuer as specified in its charter)

NEVADA(State
or other jurisdiction of incorporation or organization)

65-0729440 (IRS Employer
Identification Number)

2637
Erie Avenue, Suite 207, Cincinnati, OH 45208 (Address of principal executive offices)
(Zip Code)

(513)533-1220 (Registrants telephone no., including area code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]

Title of Class Number of Shares
Outstanding: Common Stock, par value $.001 per share 40,815,018 outstanding as of May 13,
2005.

Documents Incorporated by
Reference: None

# EARTHBLOCK
TECHNOLOGIES, INC.FORM 10-QSB

Table of Contents

|                                                                   |    
|------------------------------------------------------------------ | ---
|PART I-- FINANCIAL INFORMATION                                     | F-1
|Item 1-- Financial Statements                                      | F-1
|Item 2-- Management's Discussion and Analysis or Plan of Operation | 2  
|Item 3-- Controls and Procedures                                   | 5  
|PART II-- OTHER INFORMATION                                        | 5  
|Item 2-- Changes in Securities and Use of Proceeds                 | 5  
|Item 6-- Exhibits and Reports on Form 8-K                          | 5  
|SIGNATURES                                                         | 6  

-1-

# PART I-- FINANCIAL
INFORMATION

Item 1-- Financial
Statements

|                                                         |                                                                
|-------------------------------------------------------- | ---------------------------------------------------------------
|Pollard-Kelley Auditing Services, Inc.
Auditing Services | 3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265

Report of
Independent Certified Public Accountants

Board of Directors EarthBlock Technology,
Inc. and Subsidiary

We have reviewed the accompanying
consolidated balance sheets of EarthBlock Technology, Inc. and Subsidiary as of March 31,
2005 and the related consolidated statements of income, stockholders equity, and
cash flows for the three-month and nine-month periods then ended. These interim financial
statements are the responsibility of the Companys management.

We conducted our review in accordance
with the standards of the Public Company Accounting Oversight Board. A review of interim
financial statements consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is substantially
less in scope than an audit in accordance with the standards of the Public Company
Accounting Oversight Board, the object of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such an opinion.

The Company has not generated
significant revenues or profits to date. This factor among others including the notes
payable defaults, may indicate the Company will be unable to continue as a going concern.
The Companys continuation as a going concern depends upon its ability to generate
sufficient cash flow to conduct its operations and its ability to obtain additional
sources of capital and financing. The accompanying consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

Based on our review, we are not aware
of any material modifications that should be made to the accompanying financial statements
in order for them to be in conformity with generally accepted accounting principles
accepted in the United States of America.

Pollard-Kelley Auditing
Services, Inc.

/S/ Pollard-Kelley
Auditing Services, Inc.

May 14, 2005Fairlawn, Ohio

F-1

EarthBlock Technologies,
Inc and Subsidiary(A Development Stage Company)
CONSOLIDATED BALANCE SHEET March 31, 2005 and December 31, 2004

|                                           | 2005 | 2004
|------------------------------------------ | ---- | ----
|ASSETS                                     |      |     
|Current Assets                             |      |     
|Cash and cash equivalents                  |      |     
|                                           |      |     
|Total Current Assets                       |      |     
|Fixed Assets                               |      |     
|Computers                                  |      |     
|Less: Accumulated depreciation             |      |     
|                                           |      |     
|                                           |      |     
|                                           |      |     
|Total Assets                               |      |     
|                                           |      |     
|LIABILITIES AND STOCKHOLDERS' EQUITY       |      |     
|Current Liabilities                        |      |     
|Notes payable                              |      |     
|Accounts payable                           |      |     
|Accrued salaries                           |      |     
|Accrued interest                           |      |     
|                                           |      |     
|Total Current Liabilities                  |      |     
|Stockholders' Equity                       |      |     
|Preferred stock                            |      |     
|Common stock                               |      |     
|Additional contributed capital             |      |     
|Deficit accumulated during the             |      |     
|development stage                          |      |     
|                                           |      |     
|Subscriptions receivable                   |      |     
|                                           |      |     
|                                           |      |     
|                                           |      |     
|Total Liabilities and Stockholders' Equity |      |     
|                                           |      |     

See accompanying notes
to financial statements.

F-2

EarthBlock Technologies,
Inc and SubsidiaryCONSOLIDATED STATEMENT OF
OPERATIONS For the Quarter Ended
March 31, 2005, the Year Ended December 31, 2004 and Since Inception

|                           | 2004 | 2003 | Since
Inception
|-------------------------- | ---- | ---- | ---------------
|Revenues                   |      |      | $              
|Expenses                   |      |     
|Office                     |      |      |                
|Depreciation               |      |      |                
|Interest                   |      |      |                
|Licensor expenses          |      |      |                
|Professional fees          |      |      |                
|Rent                       |      |      |                
|Salaries                   |      |      |                
|Travel                     |      |      |                
|                           |      |      |                
|                           |      |      |                
|                           |      |      |                
|Net Loss                   |      |      | $              
|                           |      |      |                
|Loss per share             |      |      | $              
|Average shares outstanding |      |      |                

See accompanying notes to financial
statements.

F-3

EarthBlock Technologies,
Inc and Subsidiary (A Development Stage
Company) CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS EQUITY Since Inception through
March 31, 2005

|                           | Preferred Stock | Common Stock | Additional
Contributed | Deficit
Accumulated
During the
Development | Stock
Subscription |   |    | 
|-------------------------- | --------------- | ------------ | ---------------------- | ------------------------------------------ | ------------------ | - | -- | 
|
|May, 2002 Inception        |                 |              | --                     |                                            |                    | $ | -- | 
|Original issue for cash    |                 |             
|and services               |                 |              | --                     |                                            |                    |   | -- | 
|Net Loss                   |                 |              | --                     |                                            |                    |   | -- | 
|Balance December 31, 2002  |                 |              | --                     |                                            |                    |   | -- | 
|Merger with LL Brown       |                 |             
|International Inc.         |                 |              | --                     |                                            |                    |   | -- | 
|Shares issued for services |                 |              | --                     |                                            |                    |   | -- | 
|Shares issued for interest |                 |              | --                     |                                            |                    |   | -- | 
|Dividends paid             |                 |              | --                     |                                            |                    |   | -- | 
|Net loss                   |                 |              | --                     |                                            |                    |   | -- | 
|Balance December 31, 2003  |                 |              | --                     |                                            |                    |   | -- | 
|Shares issued for services |                 |              | --                     |                                            |                    |   | -- | 
|Share sales                |                 |              | --                     |                                            |                    |   | -- | 
|Net Loss                   |                 |              | --                     |                                            |                    |   | -- | 
|Balance December 31, 2004  |                 |              | --                     |                                            |                    |   | -- | 
|Collection of stock        |                 |             
|subscription receivable    |                 |              | --                     |                                            |                    |   | -- | 
|Net Loss                   |                 |              | --                     |                                            |                    |   | -- | 
|Balance March 31, 2005     |                 |              | --                     |                                            |                    | $ | -- | 
|                           |                 |              |                        |                                            |                    |   |    | 

See accompanying notes to financial
statements.

F-4

EarthBlock Technologies, Inc and
Subsidiary(A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS For the
Quarter Ended March 31, 2005, the Year Ended December 31, 2004 and Since Inception

|                                            | 2005 | 2004 | Since
Inception
|------------------------------------------- | ---- | ---- | ---------------
|Cash Flows from Operating Activities        |      |      |                
|Net Loss                                    |      |      | $              
|Adjustments to reconcile net loss to net    |      |     
|cash provided by operating activities       |      |     
|Depreciation and amortization               |      |      |                
|Stock for services                          |      |      |                
|Stock for interest                          |      |      |                
|Decrease in Start Up Costs                  |      |      |                
|Increase in Accounts payable                |      |      |                
|Increase in Accrued salaries                |      |      |                
|Increase in Accrued interest                |      |      |                
|                                            |      |      |                
|Net Cash (Used) by Operating Activities     |      |      |                
|Cash Flows from Investing Activities        |      |     
|Increase in Start Up Costs                  |      |      |                
|Purchase of fixed assets                    |      |      |                
|Subscriptions receivable                    |      |      |                
|                                            |      |      |                
|Net Cash (Used) by Investing Activities     |      |      |                
|Cash Flows from Financing Activities        |      |     
|Increase in Notes payable                   |      |      |                
|Funds paid for Merger shell                 |      |      |                
|Dividend paid                               |      |      |                
|Sale of Common stock                        |      |      |                
|                                            |      |      |                
|Cash Flows Provided by Financing Activities |      |      |                
|                                            |      |      |                
|Net Increase in Cash and Cash Equivalents   |      |      |                
|Cash and Cash Equivalents - Beginning       |      |      |                
|                                            |      |      |                
|Cash and Cash Equivalents - Ending          |      |      | $              
|                                            |      |      |                

See accompanying notes to financial
statements.

F-5

EarthBlock Technologies,
Inc. and Subsidiary (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS March 31, 2005

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

History:

The Company is a Nevada corporation
incorporated on February 19, 1997, and is a reporting company with the Securities and
Exchange Commission. It changed its name from L.L. Brown International, Inc. to Terra
Block International Inc. on February 19, 2003.

On February 14, 2003 the Company
entered into a Share Exchange Agreement with Terra Block Consolidated, Inc. The agreement
provides for 100% of the shares of Terra Block Consolidated, Inc. to be acquired by the
Company in exchange for shares of common stock of the Company, with the total issued and
outstanding shares of the Company immediately after the closing and a 2 to 1 reverse
split, of 10,000,018. The Companys former subsidiary, LLBA has been spun off,
leaving Terra Block Consolidated, Inc. as the sole operating subsidiary of the Company
after effecting the agreement. The new combination also assumed $100,660 of accounts
payable. The combination was accounted for as a reverse merger whereby the acquired
company is treated as the acquiring company for accounting purposes.

Terra Block Consolidated, Inc. was
incorporated in Nevada on May 30, 2002 and engages in the manufacture, distribution and
application of technologically advanced building products through a licensing arrangement
with Terra Block, Inc. Terra Block Consolidated, Inc. has the exclusive right to make,
have made, use and sell Terra Block, Inc.s products anywhere in the world. Terra
Block, Inc. is a related party of Terra Block International, Inc. as a shareholder. The
license agreements provides Terra Block Consolidated, Inc. the rights to all patented
technologies, trade secret materials, copyrights, trademarks and all intellectual property
of Terra Block Inc. The license is valid until terminated by Terra Block Consolidated,
Inc. with 30 days advance written notice to Terra Block, Inc. or by Terra Block, Inc. if
there is a material breach of the licensing agreement by Terra Block Consolidated, Inc.
Under this agreement, Terra Block Consolidated, Inc. has the exclusive right to buy the
license patent rights for $10,000,000. This agreement was terminated January 10, 2005.

On January 21, 2004, the Company
entered into a Stock Purchase Agreement with an individual to sell 3,600,000 shares of
common stock for $250,000. The purchaser also, is to receive redeemable common stock
purchase warrants to acquire 1,000,000 shares of common stock at an exercise price of $.10
per share until January 20, 2009. In addition, 1,500,000 shares of common stock were
issued as a commission in connection with this stock sale.

F-6

EarthBlock Technologies,
Inc. and Subsidiary (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS March 31, 2005

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

On August 10, 2004, the Company
issued 1,250,000 shares of common stock as compensation. The shares were valued at par
value.

On October 4, 2004, the Company
issued 300,000 shares of common stock as prepaid interest. The shares were valued at par
value.

On October 29 and December 16, 2004,
the Company entered into two stock subscription agreements with the same party. The
agreements sold 10,000,000 shares of common stock at $125,000. At December 31, 2004, there
is still $75,000 due the Company from this transaction.

On December 16, 2004, the Company
sold 1,200,000 shares of common stock for $15,000.

On February 11, 2005, the Company changed
it name to EarthBlock Technologies, Inc.

Basis of Consolidation:

The accompanying consolidated
financial statements include the accounts of Terra Block International Inc. and Terra
Block Consolidated, Inc. All significant inter-company accounts and transactions, if any,
have been eliminated in consolidation.

Cash and Cash Equivalents:

For the purposes of the Statement of
Cash Flows, the Company considers all short-term debt securities to be cash equivalents.

Cash paid during the period for:

|             | 2005 | 2004 | Since
Inception
|------------ | ---- | ---- | ---------------
|Interest     |      |      | $              
|Income taxes |      |      | $              

Income Taxes:

The Company accounts for income taxes
under a method, which requires a company to recognize deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in a
companys financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the

F-7

EarthBlock Technologies,
Inc. and Subsidiary (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS March 31, 2005

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

difference between the financial
statements carrying amounts and tax basis of assets and liabilities using enacted tax
rates. The Company presently prepares its tax return on the cash basis and its financial
statements on the accrual basis. No deferred tax assets or liabilities have been
recognized at this time, since the Company has shown losses for both tax and financial
reporting. The Companys net operating loss carry forward at March 31, 2005 is
approximately $1,225,000.

Use of Estimates:

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

Development Stage:

The Company is classified as a
development stage entity since it devotes most of its activities to establishing business
and its principal activities have not yet commenced.

NOTE 2  NOTES
PAYABLE

Terra Block Consolidated,
Inc.s Notes Payable:

On October 15, 2002 the Company
entered into a loan agreement with an individual to borrow $15,000. The terms of the
agreement called for the principal sum of $15,000 to be paid on or before November 15,
2002 and an additional interest amount of $15,000 to be paid on April 15, 2003. The note
is unsecured. A payment of $7,500 was made on February 3, 2004. The Company is in default
under this agreement. The lender has not made formal demand for payment to date. The
balance due on this note at March 31, 2005 and December 31, 2004 was $7,500 plus accrued
interest.

On October 21, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid within 45 days, and an
additional interest amount of $10,000 to be paid within 180 days. The note is unsecured. A
payment of $5,000 was made on February 3, 2004. The Company is in default under this
agreement. The lender has not made formal demand for payment to date. The balance due on
this note at March 31, 2005 and December 31, 2004 was $5,000 plus accrued interest.

F-8

EarthBlock Technologies,
Inc. and Subsidiary (A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS March 31, 2005

NOTE 2  NOTES
PAYABLE  CONTINUED

On December 19, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before April 15, 2003
plus interest of $2,000. In the event that the principal has not been repaid by April 30,
2003, additional interest is owed equal to $200 per month thereafter. In addition 10,000
shares of common stock will be delivered as additional consideration. The note is
unsecured. In addition to the issue of common stock, a payment of $5,000 was made on
February 3, 2004. The Company is in default under this agreement. The lender has not made
formal demand for payment to date. The balance due on this note at March 31, 2005 and
December 31, 2004 was $5,000 plus accrued interest.

On December 19, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before April 15, 2003
plus interest of $2,000. In the event that the principal has not been repaid by April 30,
2003, additional interest is owed equal to $200 per month thereafter. In addition 10,000
shares of common stock will be delivered as additional consideration. The note is
unsecured. In addition to the issue of common stock, a payment of $5,000 was made on
February 3, 2004. The Company is in default under this agreement. The lender has not made
formal demand for payment to date. The balance due on this note at March 31, 2005 and
December 31, 2004 was $5,000 plus accrued interest.

On December 20, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before March 20, 2003
plus interest of $2,000. The note is unsecured. A payment of $5,000 was made on February
3, 2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at March 31, 2005 and December
31, 2004 was $5,000 plus accrued interest.

On December 23, 2002 the Company
entered into a loan agreement with an individual to borrow $5,000. The terms of the
agreement called for the principal sum of $5,000 to be paid on or before April 23, 2003
plus interest of $1,000. The note is unsecured. A payment of $2,500 was made on February
3, 2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at March 31, 2005 and December
31, 2004 was $2,500 plus accrued interest.

On January 15, 2003 the Company
entered into a loan agreement with an individual to borrow $20,000. The terms of the
agreement called for the principal sum of $20,000 to be paid on or before April 30, 2003
plus interest of $4,000. In the event that the

F-9

EarthBlock Technologies, Inc and
Subsidiary(A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS For the
Quarter Ended March 31, 2005, the Year Ended December 31, 2004 and Since Inception

NOTE 2  NOTES
PAYABLE  CONTINUED

principal has not been repaid by
April 30, 2003, additional interest is owed equal to $400 per month thereafter. In
addition 20,000 shares of common stock will be delivered as additional consideration. The
note is unsecured. In addition to the issue of common stock, a payment of $10,000 was made
on February 3, 2004. The Company is in default under this agreement. The lender has not
made formal demand for payment to date. The balance on this note at March 31, 2005 and
December 31, 2004 was $10,000 plus accrued interest.

On March 14, 2003 the Company entered
into a loan agreement with an individual to borrow $10,000. The terms of the agreement
called for the principal sum of $10,000 to be paid on or before July 14, 2003 plus
interest of $2,000. The note is unsecured. A payment of $5,000 was made on February 3,
2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at March 31, 2005 and December
31, 2004, was $5,000 plus accrued interest.

Terra Block International
Inc.s Notes Payable:

On October 6, 2003 the Company entered
into a loan agreement with an individual to borrow $20,000 at 10% interest due October 6,
2004. In addition 50,000 shares of common stock will be delivered as additional
consideration. The note is unsecured. The Company has issued the common stock required
under this agreement. The balance on this note at March 31, 2005 and December 31, 2004 was
$20,000 plus accrued interest.

On October 6, 2003 the Company
entered into a loan agreement with an investment consortium to borrow $12,500 at 10%
interest due October 6, 2004. In addition 200,000 shares of common stock will be delivered
as additional consideration. The note is unsecured. The Company has issued the common
stock required under this agreement. The balance on this note at March 31, 2005 and
December 31, 2004 was $12,500 plus accrued interest.

On October 6, 2003 the Company
entered into a loan agreement with an individual to borrow $12,500 at 10% interest due
October 6, 2004. The note is unsecured. The balance on this note at March 1, 2005 and
December 31, 2004 was $12,500 plus accrued interest.

On April 30, 2004 the Company entered
into a loan agreement with an Investment Company to borrow $100,000 at 10% interest due
December 31, 2004. The note is unsecured. The balance on this note at March 31, 2005 and
December 31, 2004 was $100,000 plus accrued interest.

F-10

EarthBlock Technologies, Inc and
Subsidiary(A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS For the
Quarter Ended March 31, 2005, the Year Ended December 31, 2004 and Since Inception

NOTE 2  NOTES
PAYABLE  CONTINUED

On July 13, 2004 the Company entered
into a loan agreement with an Investment Company to borrow $20,000 at 10% interest due
January 15, 2005. The note is unsecured. The balance on this note at March 31, 2005 and
December 31, 2004 was $20,000 plus accrued interest.

NOTE 3 
STOCKHOLDERS EQUITY

Preferred Stock:

At September 30, 2004 the Company had
10,000,000 shares authorized of convertible preferred stock with a par value of $0.001 per
share. Additional terms and conditions of the stock are to be set by the board of
directors of the Company at the time of issue. There were no shares outstanding at March
31, 2005 and December 31, 2004.

Common Stock:

At March 31, 2005 and December 31,
2004 the Company had 100,000,000 shares authorized common stock with a par value of $0.001
per share. There were 40,815,018 shares outstanding at March 31, 2005 and December 31,
2004.

NOTE 4  COMMITMENTS

The Company rents its present shared
office space on a month to month basis. The Company expects to continue on that basis in
2004. Rent expense through March 31, 2005 and December 31, 2004 was $3587 and $7,845
respectively.

NOTE 5  RELATED
PARTIES

The Company owed its officers who are
also shareholders $631,600 and $597,440 in accrued wages at March 31, 2005 and December
31, 2004 respectively. There are no other amounts due to or from these shareholder
officers. The Company entered into employment agreements with its three officers. The
agreements are identical. The agreements are for three years, call for annual wages of
$120,000 each, with an annual inflation adjustment. The agreements also provide for twelve
paid holidays, seven paid personal days and fifteen paid vacation days annually. In
addition the Company is to provide $500,000 of group live insurance for each officer, at
no cost. As of March 31, 2005 the Company has not provided the life insurance coverage.

F-11

EarthBlock Technologies, Inc and
Subsidiary(A Development Stage Company) CONSOLIDATED STATEMENT OF CASH FLOWS For the
Quarter Ended March 31, 2005, the Year Ended December 31, 2004 and Since Inception

NOTE 6  GOING
CONCERN

The Company has not generated
significant revenues or profits to date. This factor among others including the notes
payable defaults, may indicate the Company will be unable to continue as a going concern.
The Companys continuation as a going concern depends upon its ability to generate
sufficient cash flow to conduct its operations and its ability to obtain additional
sources of capital and financing. The accompanying consolidated financial statements do
not include any adjustments that may result from the outcome of this uncertainty.

F-12

Item 2. Managements
Discussion and Analysis of Financial Condition or Plan of Operation

The following discussion should be
read in conjunction with our unaudited interim financial statements and related notes
thereto included in this quarterly report and in our audited financial statements and
Managements Discussion And Analysis of Financial Condition or Plan of Operation
(MD&A) contained in our Form 10-KSB for the year ended December 31, 2004.
Certain statements in the following MD&A are forward looking statements. Words such as
expects, anticipates, estimates and similar
expressions are intended to identify forward looking statements. Such statements are
subject to risks and uncertainties that could cause actual results to differ materially
from those projected.

# GENERAL

DESCRIPTION OF BUSINESS

EarthBlock Technologies, Inc. a
Nevada Corporation was formerly EarthBlock Technologies, Inc., having been renamed
effective February 11, 2005, (the Company or EarthBlock) was
formerly L.L. Brown International, Inc. (L.L. Brown). L.L. Brown was
originally incorporated as Smart Industries, Inc. on February 19, 1997. On February 14,
2003, L.L. Brown entered into a Share Exchange Agreement with Terra Block Consolidated.
The Agreement provides for 100% of the shares of Terra Block Consolidated to be acquired
by L.L. Brown in exchange for shares of common stock of L.L. Brown; for the establishment
of a new Board of Directors consisting of Terra Block Consolidated directors; and, with
total issued and outstanding common shares of the Company immediately after the closing of
10,000,000. The Companys former subsidiary, LLBA has been spun off, leaving Terra
Block Consolidated as the sole operating subsidiary of the Company after effecting the
Agreement.

INTRODUCTION

EarthBlock Technologies, Inc. uses
compressed earth blocks in its building system to construct a variety of structures both
commercial and residential, including warehouses, office buildings, outbuildings, retail
stores, various types of walls and residences from expensive custom homes to low income
housing.

The construction method is simple;
utilizing properly mixed soil compressed into dense, non-fired, uniform building blocks at
the building site. The blocks dont require curing and are stacked on a proper
foundation using a thin slurry between each layer. A comprehensive bonding takes place
between the blocks and results in a block-to-block bond, not a block-to-mortar bond as in
concrete hollow block construction. This comprehensive bonding results in a monolithic
structure and a block-to-block strength with very high shearing strength. Completed walls
require a concrete bond beam on top before the roof is installed. Completed walls receive
a stucco finish. The system is fast, a single machine can produce over 3,800 blocks per
day and wall construction can be completed with unskilled labor.

The blocks are strong having
compressive strength between 1,000  1,600 psi without any additives. Building codes
in the United States require a non-fired block to have a compressive strength of 300 psi.

The Companys goal is to become
the leading provider of durable, structurally sound, low cost, and environmentally
friendly, residential and commercial buildings in the world.

2

COMPRESSED EARTH BLOCK
CONSTRUCTION

The Companys building system
makes possible the large-scale construction of low cost, affordable, energy-efficient
homes as well as a variety of commercial structures. EarthBlocks suppliers have
perfected machines that convert our most abundant raw material (common soil) into one of
our most needed building components. These portable machines convert ordinary earth on a
building site, into rock-hard, durable blocks, used in construction. The machine can be
towed to a site by a normal pick-up truck or SUV. It takes the soil, which is already
there in abundance and converts it into strong, stable building blocks. There is no
material cost and no freight expense. The system utilizes low skilled labor to construct
the walls and its fast as the blocks do not require curing.

The Company uses these blocks to
build structures that have the following characteristics:

-   The raw material -
dirt - is readily available at the job site. -   No expensive additives required -
  Skilled labor is not required for construction. Blocks are simply plumbed and stacked
which reduces labor cost significantly. -   Excellent thermal performance, reducing
heating and cooling costs. -   Low maintenance. -   Long lasting and durable. -
  Non-toxic- materials are completely natural and don't out-gas toxic chemicals. -
  Sound resistent -   Fire resistant - earthen walls don't burn. - Insect resistant - the
walls are solid and very dense, discouraging insects. - Very strong - highly
resistant to extreme wind conditions as found in hurricanes and tornadoes. - The
monolithic walls and concrete bond beam create a structure very resistant to earthquakes.

CERTAIN RISK FACTORS

GOING CONCERN RISK

We have had and could have losses,
deficits and deficiencies in liquidity, which could impair our ability to continue as a
going concern.

In Note # 6 to our consolidated
financial statements, our independent auditors have indicated that certain factors raise
substantial doubt about our ability to continue as a going concern.

The ability of the Company to
continue as a going concern is dependent upon generating sufficient cash flow to conduct
operations and obtaining additional capital and financing. Any financing activity is
likely to result in significant dilution to current shareholders.

The Companys strategic plan for
dealing with its insufficient cash flow is currently being developed, and may include
additional private placements of the Companys common stock, the abandonment of
unprofitable projects and the exchange of common stock for settlement of vendor accounts.
There can be no assurance that any of the plans developed by the Company will produce cash
flows sufficient to overcome current liquidity problems.

3

The Companys long-term
viability as a going concern is dependent on certain key factors, as follows:

-   The Companys
ability to obtain adequate sources of outside financing.

-   The Companys ability
to ultimately achieve adequate profitability and cash flows necessary to sustain
continuing operations.

IMPLEMENTATION OF
BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING

Our plan of operation calls for
additional capital to facilitate growth and support long-term development and marketing
programs. It is likely that we will seek additional financing through subsequent future
public or private sales of our securities, including equity securities, borrowing, or
other sources of third party financing. Further, the sale of equity securities could
substantially dilute our existing stockholders interests, and borrowings from third
parties could result in our assets being pledged as collateral. Loan terms, which would
increase our debt service requirements, could restrict our operations. There is no
assurance that we can obtain financing on favorable terms. Any such additional financing
may result in significant dilution to existing stockholders. We may also seek funding for
the development and marketing of our services through strategic partnerships and other
arrangements with investment partners. There can be no assurance, however, that such
collaborative arrangements or additional funds will be available when needed, or on terms
acceptable to us, if at all. If adequate funds are not available, we may be required to
curtail one or more of our future programs.

GOVERNMENTAL REGULATION

We are subject to general business
regulations, including Federal and state construction, environmental and hazardous
material handling regulations. In other countries in which we operate, we may be subject
to additional regulations as well.

NEW PROJECTS.

The Company may undertake one or more
new projects worldwide without limitation. Management may fail to accurately gauge
conditions prior to undertaking a new project, and therefore may not achieve anticipated
results from a new project. If this were to occur, the Company may experience lower cash
flow from operations. To the extent that the Company incurs debt to finance a portion of
the capital costs of a new project, the cash flow from the new project may be inadequate
to cover the debt service.

WEATHER CONDITIONS

Due to the fact that a substantial
portion of our revenues may be derived from construction operations, our business
operations, revenues and operating income could be negatively affected by weather
phenomenon such as but not limited to, hurricanes, monsoon rain seasons, droughts,
excessive heat, wind-storms etc. Such weather phenomena could interfere with operations
and disrupt delivery schedules and revenue streams. In addition, occurrences like those
described above could negatively impact our customers ability to pay us, or
interfere with financing operations within a specific region.

INTERNATIONAL

Foreign sales are expected to account
for a portion of sales and revenue. Sales of products and services obtained outside the
United States are typically negotiated, invoiced and paid in local currency. Changes in
exchange rates may also adversely effect the ability of customers to purchase the
Companys products. Economic instability may have an adverse effect on the
Companys foreign sales. In addition, the Companys international business
strategy may require it to make significant investments outside of the United States.

4

# FORWARD-LOOKING
INFORMATION

The statements contained herein and
other information contained in this report maybe based, in part, on managements
estimates, projections, plans and judgments. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated. In this report, the words
anticipates, believes, expects, intends,
future, plans, targets and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements contained herein. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or circumstances that
may arise after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks including, but
not limited to, The Companys dependence on limited cash resources, its dependence on
certain key personnel within the Company, and its ability to raise additional capital. The
Companys ability to generate long-term value for the common stockholder is dependent
upon the utilizing the Terra Block process. There are many companies participating in the
building industry, many with resources greater than the Company. Greater competition for
profitable operations can increase prices and make it more difficult to develop project at
reasonable multiples of cash flow. The Company believes that it will be able to compete in
this environment and will be able to find attractive investments; however, it is not
possible to predict competition or the effect this will have on the Companys
operations. The Companys operations are also significantly affected by factors,
which are outside the control of the Company, including the environmental and governmental
regulations, as well as weather in the area of the Companys operations. Accordingly,
actual results may differ, possibly materially, from the predictions contained herein.

# Item 3. Evaluation of
Disclosure Controls and Procedures

Gregory A. Pitner, President, has
concluded that our disclosure controls and procedures are appropriate and effective. He
has evaluated these controls and procedures as of a date within 90 days of the filing date
of this report on Form 10-QSB.There were no significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

James E. Hines, Chief Financial
Officer, has concluded that our disclosure controls and procedures are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90 days of
the filing date of this report on Form 10-QSB. There were no significant changes in our
internal controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

# PART II

Pursuant to the Instructions on Part
II of the Form 10-QSB, Items 1 , 3 and 5 are omitted.

# Item 2. Changes in
Securities

None

# Item 6 Exhibits
and Reports on Form 8-K

(A) Exhibits

| | Exhibit 31.1  Certification of Chief Executive Officer of EarthBlock Technologies,
Inc. required by Rule 13a  14(1) or Rule 15d  14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit 31.2  Certification of Chief Financial Officer of EarthBlock Technologies,
Inc. required by Rule 13a  14(1) or Rule 15d  14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit 32.1  Certification of Chief Executive Officer of EarthBlock Technologies,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18
U.S.C. 63.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit 32.2-- Certification of Chief Financial Officer of EarthBlock Technologies, Inc. pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(B)
Reports on Form 8-K  None

5

# SIGNATURES

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

Date: May 16, 2005

| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | EARTHBLOCK TECHNOLOGIES, INC.
BY: /s/ Gregory A. Pitner
Gregory A. Pitner
CEO and Chairman

6