SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549

# FORM 10-QSB

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE QUARTERLY
PERIOD ENDED September 30, 2004

Commission File
#000-31935

TERRA BLOCK
INTERNATIONAL, 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 34,615,018 outstanding as of November
12, 2004.

Documents Incorporated by
Reference: None

# TERRA BLOCK
INTERNATIONAL, INC. FORM 10-QSB

Table of Contents

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

-1-

# Item 1. Consolidated
Financial Statements

The financial statements of the
company are set forth beginning on page F-1.

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

Terra Block
International, Inc. and Subsidiary

We have reviewed the accompanying
consolidated balance sheets of Terra Block International, Inc. and Subsidiary as of
September 30, 2004 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.

November 13, 2004Fairlawn,
Ohio

F-1

TERRA BLOCK
INTERNATIONAL, INC AND SUBSIDIARY (A Development Stage
Company) CONSOLIDATED BALANCE SHEET September 30, 2004

|                                                 | 2004
|------------------------------------------------ | ----
|ASSETS                                           |     
|Current Assets                                   |     
|Cash and cash equivalents                        |     
|Accounts receivable                              |     
|Notes receivable                                 |     
|                                                 |     
|Total Current Assets                             |     
|Fixed Assets                                     |     
|Machinery and equipment                          |     
|Office equipment                                 |     
|                                                 |     
|                                                 |     
|Less Accumulated depreciation                    |     
|                                                 |     
|                                                 |     
|                                                 |     
|Total Assets                                     |     
|                                                 |     
|LIABILITIES AND STOCKHOLDERS' EQUITY             |     
|Current Liabilities                              |     
|Bank overdrafts                                  |     
|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 |     
|                                                 |     
|                                                 |     
|                                                 |     
|Total Liabilities and Stockholders' Equity       |     
|                                                 |     

See accompanying notes to financial
statements.

F-2

TERRA BLOCK INTERNATIONAL, INC AND
SUBSIDIARY (A Development Stage Company)CONSOLIDATED STATEMENT OF
OPERATIONS For the Three Months and
Nine ended September 30, 2004, Year to Date 2004 and for the Period From May 30, 2002
(Date of Inception) Through September 30, 2004 (Since Inception)

|                           | Three Months
Ending
September 30,
2004 | Year to
Date
2004 | Since
Inception
|-------------------------- | -------------------------------------- | ----------------- | ---------------
|Revenues                   |                                        |                   | $              
|Expenses                   |                                        |                  
|Promotion                  |                                        |                   |                
|Depreciation               |                                        |                   |                
|Office                     |                                        |                   |                
|Interest                   |                                        |                   |                
|Licensor expenses          |                                        |                   |                
|Professional fees          |                                        |                   |                
|Rent                       |                                        |                   |                
|Salaries                   |                                        |                   |                
|Travel                     |                                        |                   |                
|                           |                                        |                   |                
|                           |                                        |                   |                
|                           |                                        |                   |                
|Other Income               |                                        |                  
|Interest                   |                                        |                   |                
|                           |                                        |                   |                
|Net Loss                   |                                        |                   | $              
|                           |                                        |                   |                
|Loss per share             |                                        |                   | $              
|Average shares outstanding |                                        |                   |                

See accompanying notes to financial
statements.

F-3

TERRA BLOCK INTERNATIONAL, INC AND
SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS EQUITY Since Inception through September 30, 2004

|                           | Preferred Stock
Shares          Amount | Common Stock
Shares          Amount | Additional
Contributed
Capital | Deficit
Accumulated
During the
Development
Stage | Total
|-------------------------- | -------------------------------------- | ----------------------------------- | ------------------------------ | ------------------------------------------------ | -----
|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  |                                        |                                     | -                              |                                                  |      
|Sale of shares             |                                        |                                     | -                              |                                                  |      
|Shares issued for services |                                        |                                     | -                              |                                                  |      
|Net loss for the quarter   |                                        |                                     | -                              |                                                  |      
|                           |                                        |                                     |                                |                                                  |      
|Balance March 31, 2004     |                                        |                                     | -                              |                                                  |      
|Net loss for the quarter   |                                        |                                     | -                              |                                                  |      
|                           |                                        |                                     |                                |                                                  |      
|                           |                                        |                                     | -                              |                                                  |      
|Net loss for the quarter   |                                        |                                     | -                              |                                                  |      
|                           |                                        |                                     |                                |                                                  |      
|Balance June 30, 2004      |                                        |                                     | -                              |                                                  |      
|                           |                                        |                                     |                                |                                                  |      

See accompanying notes to financial
statements.

F-4

TERRA BLOCK
INTERNATIONAL, INC AND SUBSIDIARY (A Development Stage
Company) CONSOLIDATED STATEMENT OF
CASH FLOWS For the Three and Nine Months ended September 30, 2004, Year to Date 2004 and for the Period
From May 30, 2002 (Date of Inception) Through September 30, 2004 (Since Inception)

|                                            | Three Months
Ending
September 30,
2004 | Year to
Date
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 receivable           |                                        |                   |                
|(Decrease) 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 Notes receivable                |                                        |                   |                
|Purchase of Fixed assets                    |                                        |                   |                
|Increase in Start Up Costs                  |                                        |                   |                
|                                            |                                        |                   |                
|Net Cash (Used) by Investing Activities     |                                        |                   |                
|Cash Flows from Financing Activities        |                                        |                  
|Payments on Notes payable                   |                                        |                   |                
|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

TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY(A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS September 30, 2004

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.

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

TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY(A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS September 30, 2004

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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:

|             | Ended:
September 30,
2004 | Year to date
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 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 June 30, 2004 is approximately
$1,185,000.

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.

F-7

TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY(A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS September 30, 2004

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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
RECEIVABLE

On March 23, 2004 the Company lent an
individual, residing in Canada, $10,000. The Company received a Promissory Note dated
April 7, 2004. The note is due December 31, 2004 with accrued interest at 10%. The note is
unsecured.

NOTE 3  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 September 30, 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 September 30, 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 TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY (A
Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2004

NOTE 3  NOTES
PAYABLE  CONTINUED

balance due on this note at September
30, 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 September 30, 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 September 30, 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 September 30, 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 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 September 30, 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.

F-8

TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY(A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS September 30, 2004

NOTE 3  NOTES
PAYABLE  CONTINUED

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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 2004
was $100,000 plus accrued interest.

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 September 30, 2004
was $20,000 plus accrued interest.

NOTE 4 
STOCKHOLDERS EQUITY

Preferred Stock:

At September 30, 2004 the Company had
10,000,000 shares authorized of convertible preferred stock with a par value 0f $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
September 30, 2004.

F-9

TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY(A Development Stage
Company) NOTES TO FINANCIAL
STATEMENTS September 30, 2004

NOTE 4 
STOCKHOLDERS EQUITY-CONTINUED

Common Stock:

At September 30, 2004 the Company had
100,000,000 shares authorized common stock with a par value of $0.001 per share. There
were 29,315,018 shares outstanding at September 30, 2004.

NOTE 5  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 September 30, 2004 was $3,835. The other entity in the space
paid all rents during the quarter and requested no reimbursement from the Company.

NOTE 6  RELATED
PARTIES

The Company owed its officers who are
also shareholders $510,650 in accrued wages at September 30, 2004. 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 September 30, 2004 the Company has not
provided the life insurance coverage.

NOTE 7  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 might result from the outcome of this uncertainty.

F-10

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, 2003.
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

Terra Block International, Inc., a
Nevada Corporation, (the Company or Terra Block) 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, Inc.
(Consolidated or TBCI). The Agreement provides for 100% of the
shares of Consolidated to be acquired by L.L. Brown in exchange for shares of common stock
of L.L. Brown; for the establishment of anew Board of Directors consisting of Consolidated
directors; and a change of the name of the company to Terra Block International, Inc.,
with total issued and outstanding shares of the Company immediately after the closing 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 Company currently trades on the OTC Bulletin Board under the symbol
TBLK.

Terra Block International, Inc.
engages in the application of technologically advanced building products and technologies
through a licensing agreement between its subsidiary Terra Block Consolidated, Inc. and
Terra Block, Inc. (TBI). The Company has the exclusive right to make, have
made, use and sell TBI products anywhere in the world. The licensing agreement provides
Terra Block the rights to all patented technologies, trade secret materials, copyrights,
trademarks and all intellectual property. This technology and expertise is referred to as
the Terra Block System and has been used worldwide for 25 years.

-2-

The Terra Block System features a
machine that manufactures building blocks (12x10x3.5) using common soil
as the raw material. This is accomplished by compacting the soil at up to 460,000lbs. of
hydraulic pressure to form a rock hard block.

The blocks are flat, parallel and
perpendicular to within five thousandths of an inch (.005). Each block is rock solid
and will not crumble or disintegrate. Traditionally, earth blocks are formed using straw
as glue and then sun baking for 28 days i.e. adobe technology. Using Terra Block
technology cuts the time to 15 seconds and no additives are usually required.

The blocks are quick to manufacture,
durable, low maintenance, require no additives, they are energy efficient and inexpensive
(average cost is$0.12/each) and walls constructed using the Terra Block System can be
built without mortar and the blocks can be dry stacked without sacrificing structural
integrity. The Terra Block System has been used all over the world (Russia, Africa, Far
East, Latin America, Saudi Arabia, South Africa, United States (among other locations) to
construct houses, schools, churches and commercial facilities.

Terra Block International is
comprised of three business segments:

# Housing Development and
Construction

The Company is working toward
developments both domestically and abroad to capitalize on its unique construction and
building system.

# TECSTOR

Terra Block Encapsulated Cell Storage
(TECSTOR) is a patented EPA approved above ground hazardous waste storage
facility. The unique properties of construction with the Terra Block System provide an
exceptional, cost effective facility for the storage and maintenance of low and mid-level
hazardous waste.

# Machines

Manufacture and sales of block making
machines. The Company is de-emphasizing this business segment in favor of Housing
Development and Construction and TECSTOR due to the anticipated higher margins and
increased scalability of these two business segments.

PATENTS

In June 2002, Terra Block
Consolidated, Inc. entered into an exclusive licensing agreement with TBI. As part of that
agreement, Terra Block Consolidated, Inc. was granted the exclusive right to make, have
made, use and sell the Terra Block Duplex and TECSTOR represented by patent numbers
4,569,649 and 4,875,805respectively and the Terra 250  Compact earth block machine,
Sidewinder 500 Mid-size earth block machine, TECSTOR (poured concrete), Manufactured
grooves in earth blocks, Soil Dryer (Dehydrator), TECSTOR (Rammed earth walls), TECSTOR
(Earth in filled concrete walls) and Soil Mixer represented by invention disclosure
numbers 454,813,457,060, 456,531, 454,814, 456,529, 456,532, 454,812and 456,530
respectively. The license is valid until terminated by The Company with 30 days advance
written notice to TBI or by TBI if The Company materially breaches the licensing
agreement. Under the agreement, The Company has the exclusive right to buy the licensed
patent rights for $10,000,000.

The Companys goals are to
utilize the unique properties and cost effectiveness of Compressed Earth Block
(CEB) construction to profitably become:

| |  | The
leading provider of high quality, structurally sound, low cost, environmental friendly
and durable, residential and commercial buildings in the world.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A
provider of a revolutionary, cost effective solution to the ever-growing problem of the
storage of hazardous waste worldwide.
| | - | -------------------------------------------------------------------------------------------------------------------------------

-3-

# RESULTS OF OPERATIONS

The Company has developed plans and
commenced some work in two of its three business segments:

| |  | Housing
Development and Construction: The Company is working toward developments both
domestically and abroad to capitalize                       on its unique construction
and building system.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | TECSTOR: The
Company is working to finalize a beta site for its patented above ground hazardous waste
storage facility.
| | - | -----------------------------------------------------------------------------------------------------------------------

| |  | Machines: The
Company is de-emphasizing this business segment in favor of Housing Development and
Construction and TECSTOR due to the anticipated higher margins and increased scalability
of these two business segments.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# LIQUIDITY AND CAPITAL
RESOURCES

In Note # 7 to our financial
statements, our independent auditors have indicated that certain factors raise substantial
doubt about our ability to continue as a going concern.

Since the Company was acquired by
L.L. Brown International, Inc. in February of 2003,the Company has derived nominal revenue
and has suffered a loss from operations and has been dependent on existing stockholders
and new investors to provide the cash resources to sustain its operations. During the
three months ended June 30, 2004, the Company reported a net loss of $ 190,302.

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

| |  | The Companys ability to continue to successfully obtain adequate sources of outside
financing to support near term operations and to allow the Company to continue forward
with current strategic plans.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Companys ability to generate revenue from housing projects, TECSTOR and licensing
agreements.
| | - | --------------------------------------------------------------------------------------------------

| |  | The
Companys ability to increase profitability and sustain a cash flow level that will
ensure support for continuing operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------

# 2004 OUTLOOK

The Company is continuing to expand
development in two of its three business segments:

| |  | Housing
Development and Construction:  The Company is working on developments both
domestically and internationally capitalizing on its unique construction and building
system.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | TECSTOR:  The
Company is working to finalize the beta site for its patented, above ground hazardous
waste storage facility.
| | - | ---------------------------------------------------------------------------------------------------------------------------

The Company anticipates continuing
development of projects currently underway in Guatemala and plans to expand into
additional geographical markets. During the third quarter of 2004the Company completed
construction on its model home for evaluation and demonstration on the site of The
Villas at San Reymundo outside of Guatemala City, CA. In addition, the Company has
plans to build up to five TECSTOR facilities in Guatemala. The Company also plans on
continuing to sell licenses for different geographic areas. The origination and
continuation of these projects is contingent upon securing adequate financing.

Our plan of operation calls for
additional capital to facilitate growth and supportlong-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 would
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.

-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 Terra Block International, 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 Terra Block International, 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 Terra Block International, 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 Terra Block International, 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: November 15, 2004

| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | TERRA BLOCK INTERNATIONAL, INC.
BY: /s/ Gregory A. Pitner
Gregory A. Pitner
CEO and Chairman

-6-