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, 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
      49,815,018 outstanding as of November 10, 2005.




Documents
      Incorporated by Reference: None






**EARTHBLOCK
      TECHNOLOGIES, INC.**




**FORM
      10-QSB**




Table
      of
      Contents


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




-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
 EarthBlock
        Technology, Inc. and Subsidiary
 
 We
        have
        reviewed the accompanying consolidated balance sheets of EarthBlock Technology,
        Inc. and Subsidiary as of September 30, 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.
 
 October
        31, 2005
 Fairlawn,
        Ohio
   F-1
   **EarthBlock
                      Technologies, Inc and Subsidiary**(A
                      Development Stage Company)CONSOLIDATED
                      BALANCE SHEETSeptember
                      30, 2005 and December 31, 2004
  2005
                    
                    2004ASSETSCurrent
                        AssetsCash
                        and cash equivalents
                    
                    $
                    19,273
                    
                    $
                    8,360Total
                        Current Assets
                    
                    
                    19,273
                    
                    
                    8,360Fixed
                        AssetsComputers
                    
                    
                    9,402
                    
                    
                    9,099Less:
                        Accumulated depreciation
                    
                    
                    (2,428
                    )
                    
                    (910
                    )6,974
                    
                    
                    8,189Total
                        Assets
                    
                    $
                    26,247
                    
                    $
                    16,549LIABILITIES
                        AND STOCKHOLDERS' EQUITYCurrent
                        LiabilitiesNotes
                        payable
                    
                    $
                    260,000
                    
                    $
                    210,000Accounts
                        payable
                    
                    
                    102,948
                    
                    
                    102,410Accrued
                        salaries
                    
                    
                    673,560
                    
                    
                    597,440Accrued
                        interest
                    
                    
                    80,849
                    
                    
                    60,875Total
                        Current Liabilities
                    
                    
                    1,117,357
                    
                    
                    970,725Stockholders'
                        EquityPreferred
                        stock
                    
                    
                    -
                    
                    
                    -Common
                        stock
                    
                    
                    49,815
                    
                    
                    40,815Additional
                        contributed capital
                    
                    
                    380,008
                    
                    
                    379,008Deficit
                        accumulated during thedevelopment
                        stage
                    
                    
                    (1,520,933
                    )
                    
                    (1,298,999
                    )Subscriptions
                        receivable
                    
                    
                    -
                    
                    
                    (75,000
                    )(1,091,110
                    )
                    
                    (954,176
                    )Total
                        Liabilities and Stockholders' Equity
                    
                    $
                    26,247
                    
                    $
                    16,549
  See
                        accompanying notes to financial statements.
  F-2
   **EarthBlock
                      Technologies, Inc and Subsidiary**(A
                      Development Stage Company)CONSOLIDATED
                      STATEMENT OF OPERATIONSFor
                      the Quarter and Year to Date Ended September 30, 2005, the
                      Year Ended
                      December 31, 2004 and Since Inception
  Quarter
                      Ending
                  
                  Year
                      toSeptember
                      30,
                  
                  Date
                  
                  
                  
                  Since2005
                  
                  2005
                  
                  2004
                  
                  InceptionRevenues
                  
                  $
                  -
                  
                  $
                  27,000
                  
                  $
                  -
                  
                  $
                  52,000Cost
                      of SalesDirect
                      cost of sales
                  
                  
                  8,525
                  
                  
                  20,557
                  
                  
                  -
                  
                  
                  20,557Gross
                      Profit
                  
                  
                  (8,525
                  )
                  
                  6,443
                  
                  
                  -
                  
                  
                  31,443ExpensesOffice
                  
                  
                  2,416
                  
                  
                  11,609
                  
                  
                  46,983
                  
                  
                  64,494Depreciation
                  
                  
                  506
                  
                  
                  1,518
                  
                  
                  910
                  
                  
                  2,428Interest
                  
                  
                  7,074
                  
                  
                  19,974
                  
                  
                  21,758
                  
                  
                  81,813Licensor
                      expenses
                  
                  
                  -
                  
                  
                  -
                  
                  
                  32,113
                  
                  
                  81,028Professional
                      fees
                  
                  
                  5,005
                  
                  
                  36,305
                  
                  
                  81,851
                  
                  
                  181,961Rent
                  
                  
                  4,876
                  
                  
                  10,815
                  
                  
                  7,845
                  
                  
                  22,835Salaries
                  
                  
                  -
                  
                  
                  128,420
                  
                  
                  404,760
                  
                  
                  900,560Travel
                  
                  
                  3,606
                  
                  
                  19,736
                  
                  
                  32,523
                  
                  
                  62,01423,483
                  
                  
                  228,377
                  
                  
                  628,743
                  
                  
                  1,397,133Net
                      Loss
                  
                  $
                  (32,008
                  )
                  $
                  (221,934
                  )
                  $
                  (628,743
                  )
                  $
                  (1,365,690
                  )Loss
                      per share
                  
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )Average
                      shares outstanding
                  
                  
                  49,815,018
                  
                  
                  48,303,907
  See
                      accompanying notes to financial statements.






F-3






**EarthBlock
                    Technologies, Inc and Subsidiary**(A
                    Development Stage Company)CONSOLIDATED
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYSince
                    Inception through September 30, 2005
  DeficitAccumulatedPreferred
                
                
                
                Common
                
                
                
                Additional
                
                During
                    the
                
                StockStock
                
                
                
                Stock
                
                
                
                Contributed
                
                Development
                
                SubscriptionShares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Stage
                
                Receivable
                
                TotalMay,
                    2002 Inception
                
                
                -
                
                $
                -
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Original
                    issue for cashand
                    services
                
                
                -
                
                
                -
                
                
                10,505,000
                
                
                8,001
                
                
                -
                
                
                -
                
                
                -
                
                
                8,001Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balance
                    December 31, 2002
                
                
                -
                
                
                -
                
                
                10,505,000
                
                
                8,001
                
                
                -
                
                
                -
                
                
                -
                
                
                8,001Merger
                    with LL BrownInternational
                    Inc.
                
                
                -
                
                
                -
                
                
                (504,982
                )
                
                1,999
                
                
                3,808
                
                
                (154,243
                )
                
                -
                
                
                (148,436
                )Shares
                    issued for services
                
                
                -
                
                
                -
                
                
                12,000,000
                
                
                12,000
                
                
                -
                
                
                -
                
                
                -
                
                
                12,000Shares
                    issued for interest
                
                
                -
                
                
                -
                
                
                965,000
                
                
                965
                
                
                -
                
                
                -
                
                
                -
                
                
                965Dividends
                    paid
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,000
                )
                
                -
                
                
                (1,000
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (515,013
                )
                
                -
                
                
                (515,013
                )Balance
                    December 31, 2003
                
                
                -
                
                
                -
                
                
                22,965,018
                
                
                22,965
                
                
                3,808
                
                
                (670,256
                )
                
                -
                
                
                (643,483
                )Shares
                    issued for services
                
                
                -
                
                
                -
                
                
                3,050,000
                
                
                3,050
                
                
                -
                
                
                -
                
                
                -
                
                
                3,050Share
                    sales
                
                
                -
                
                
                -
                
                
                14,800,000
                
                
                14,800
                
                
                375,200
                
                
                -
                
                
                (75,000
                )
                
                315,000Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (628,743
                )
                
                -
                
                
                (628,743
                )Balance
                    December 31, 2004
                
                
                -
                
                
                -
                
                
                40,815,018
                
                
                40,815
                
                
                379,008
                
                
                (1,298,999
                )
                
                (75,000
                )
                
                (954,176
                )Collection
                    of stocksubscription
                    receivable
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                72,500
                
                
                72,500Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (120,867
                )
                
                -
                
                
                (120,867
                )Balance
                    March 31, 2005
                
                
                -
                
                
                -
                
                
                40,815,018
                
                
                40,815
                
                
                379,008
                
                
                (1,419,866
                )
                
                (2,500
                )
                
                (1,002,543
                )Share
                    sales
                
                
                -
                
                
                -
                
                
                4,000,000
                
                
                4,000
                
                
                6,000
                
                
                -
                
                
                -
                
                
                10,000Collection
                    of stocksubscription
                    receivable
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                2,500
                
                
                2,500Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (69,059
                )
                
                -
                
                
                (69,059
                )Balance
                    June 30, 2005
                
                
                -
                
                
                -
                
                
                44,815,018
                
                
                44,815
                
                
                385,008
                
                
                (1,488,925
                )
                
                -
                
                
                (1,059,102
                )Correction
                    of 2004 sharesales
                
                
                -
                
                
                -
                
                
                5,000,000
                
                
                5,000
                
                
                (5,000
                )
                
                -
                
                
                -
                
                
                -Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (32,008
                )
                
                -
                
                
                (32,008
                )Balance
                    September 30, 2005
                
                
                -
                
                $
                -
                
                
                49,815,018
                
                $
                49,815
                
                $
                380,008
                
                $
                (1,520,933
                )
                $
                -
                
                $
                (1,091,110
                )
  See
                    accompanying notes to financial statements.






F-4






**EarthBlock
                    Technologies, Inc and Subsidiary**(A
                    Development Stage Company)CONSOLIDATED
                    STATEMENT OF CASH FLOWSFor
                    the Quarter and Year to Date Ended September 30, 2005, the Year
                    Ended
                    December 31, 2004 and Since Inception
  Quarter
                    Ending
                
                Year
                    toSeptember
                    30,
                
                Date
                
                
                
                Since2005
                
                2005
                
                2004
                
                InceptionCash
                    Flows from Operating ActivitiesNet
                    Loss
                
                $
                (32,008
                )
                $
                (221,934
                )
                $
                (628,743
                )
                $
                (1,365,690
                )Adjustments
                    to reconcile net loss to netcash
                    provided by operating activitiesDepreciation
                    and amortization
                
                
                506
                
                
                1,518
                
                
                910
                
                
                2,428Stock
                    for services
                
                
                -
                
                
                -
                
                
                3,050
                
                
                15,050Stock
                    for interest
                
                
                -
                
                
                -
                
                
                -
                
                
                965Decrease
                    in Start Up Costs
                
                
                -
                
                
                -
                
                
                -
                
                
                33,408Increase
                    in Accounts payable
                
                
                (1,405
                )
                
                538
                
                
                408
                
                
                3,512Increase
                    in Accrued salaries
                
                
                (13,500
                )
                
                76,120
                
                
                230,060
                
                
                673,560Increase
                    in Accrued interest
                
                
                7,074
                
                
                19,974
                
                
                21,759
                
                
                80,849Net
                    Cash (Used) by Operating Activities
                
                
                (39,333
                )
                
                (123,784
                )
                
                (372,556
                )
                
                (555,918
                )Cash
                    Flows from Investing ActivitiesIncrease
                    in Start Up Costs
                
                
                -
                
                
                -
                
                
                -
                
                
                (33,408
                )Purchase
                    of fixed assets
                
                
                -
                
                
                (303
                )
                
                (9,099
                )
                
                (9,402
                )Subscriptions
                    receivable
                
                
                -
                
                
                75,000
                
                
                (75,000
                )
                
                -Net
                    Cash (Used) by Investing Activities
                
                
                -
                
                
                74,697
                
                
                (84,099
                )
                
                (42,810
                )Cash
                    Flows from Financing ActivitiesIncrease
                    in Notes payable
                
                
                50,000
                
                
                50,000
                
                
                75,000
                
                
                260,000Funds
                    paid for Merger shell
                
                
                -
                
                
                -
                
                
                -
                
                
                (49,000
                )Dividend
                    paid
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,000
                )Sale
                    of Common stock
                
                
                -
                
                
                10,000
                
                
                390,000
                
                
                408,001Cash
                    Flows Provided by Financing Activities
                
                
                50,000
                
                
                60,000
                
                
                465,000
                
                
                618,001Net
                    Increase in Cash and Cash Equivalents
                
                
                10,667
                
                
                10,913
                
                
                8,345
                
                
                19,273Cash
                    and Cash Equivalents - Beginning
                
                
                8,606
                
                
                8,360
                
                
                15
                
                
                -Cash
                    and Cash Equivalents - Ending
                
                $
                19,273
                
                $
                19,273
                
                $
                8,360
                
                $
                19,273
  See
                    accompanying notes to financial statements.






F-5






**EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 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 provide 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
 September
        30, 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 June 30, 2005 there is $0 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.
 
 On
        June
        8, 2005, the Company sold 4,000,000 shares of common stock for
        $10,000.
 
 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:
 Since2005
                  2004
                  Inception**Interest**
                  **$0**
                  **$0**
                  **$0**Income
                      taxes
                  $0
                  $0
                  $0
 
 F-7
 
 **EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 2005
 
 NOTE
        1
        - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
 
 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 September 30, 2005 is approximately $1,360,000.
 
 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 September 30, 2005 and December 31, 2004 was
        $7,500
        plus accrued interest.
 
 
 F-8


**EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 2005
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 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, 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 September 30, 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 September 30, 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 September 30, 2005 and December
        31, 2004 was $5,000 plus accrued interest.
 
 
 F-9




**EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 2005
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 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, 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 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, 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 September 30, 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 September 30, 2005 and December 31,
        2004
        was $20,000 plus accrued interest.
 
 
 F-10
 
 **EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 2005
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 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, 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 September 30, 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 September 30, 2005 and December 31, 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, 2005 and December 31, 2004 was $20,000
        plus accrued interest.
 
 On
        August
        23, 2005 the Company entered into a loan agreement with an individual to
        borrow
        $35,000 at 12% interest due February 23, 2006. The note is unsecured. The
        balance on this note at September 30, 2005 and December 31, 2004 was $35,000
        and
        $0 plus accrued interest respectively.
 
 On
        August
        23, 2005 the Company entered into a loan agreement with an Investment Company
        to
        borrow $15,000 at 12% interest due February 23, 2006. The note is unsecured.
        The
        balance on this note at September 30, 2005 and December 31, 2004 was $15,000
        and
        $0 plus accrued interest respectively.
 
 NOTE
        3
        - STOCKHOLDERS’ EQUITY
 
 Preferred
        Stock:
 
 At
        June
        30, 2005 and December 31, 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
  F-11
  **EarthBlock
        Technologies, Inc. and Subsidiary**
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 September
        30, 2005
 
 NOTE
        3
        - STOCKHOLDERS’ EQUITY - CONTINUED
 
 at
        the
        time of issue. There were no shares outstanding at September 30, 2005 and
        December 31, 2004.
 
 Common
        Stock:
 
 At
        June
        30, 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 49,815,018
        and
        40,815,018 shares outstanding at September 30, 2005 and December 31, 2004
        respectively.
 
 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 2005. Rent expense through
        September 30, 2005 and December 31, 2004 was $10,815 and $7,845 respectively.
 
 NOTE
        5
        - RELATED PARTIES
 
 The
        Company owed its officers who are also shareholders $673,560 and $597,440
        in
        accrued wages at September 30, 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. The agreements expire in June 2005.
 
 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 Terra Block International,
          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:
          November 10, 2005
 EARTHBLOCK
                    TECHNOLOGIES, INC.
                  
                  BY:/s/
                    Gregory A. Pitner
                  Gregory
                    A. Pitner
                  CEO
                    and Chairman
  6