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 June 30, 2006




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
      78,241,269 outstanding as of August 18, 2006.




Documents
      Incorporated by Reference: None






-1-
 *Table
          of Contents*






**EARTHBLOCK
      TECHNOLOGIES, INC.**




**FORM
      10-QSB**




Table
      of Contents


PART
                I-- FINANCIAL INFORMATION
            3Item
                1-- Financial Statements
            3Item
                2-- Management's Discussion and Analysis or Plan of
                Operation
            16Item
                3-- Controls and Procedures
            20PART
                II-- OTHER INFORMATION
            21Item
                2-- Changes in Securities and Use of
                Proceeds
            21Item
                6-- Exhibits and Reports on Form
                8-K
            21SIGNATURES
            22






-2-
 *Table
          of Contents*


Part
      I - Financial Information


Item
      1 Financial Statements




*Pollard-Kelley
        Auditing Services, Inc.*
 *Auditing
        Services 3250 West Market St, Suite 307, Fairlawn, OH 44333
        330-836-2558*
  
 
 *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 June 30, 2006 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.
 
 August
        19, 2006
 Fairlawn,
        Ohio






-3-
 *Table
          of Contents*






**EarthBlock
                  Technologies, Inc and Subsidiary**(A
                  Development Stage Company)CONSOLIDATED
                  BALANCE SHEETJune
                  30, 2006 and 20052006
              
              
              2005ASSETSCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              -
              
              $
              8,606Inventory
              
              
              76,758
              
              
              -Prepaid
                  expenses
              
              
              50,311
              
              
              -Total
                  Current Assets
              
              
              127,069
              
              
              8,606Fixed
                  AssetsComputers
              
              
              9,402
              
              
              9,402Less:
                  Accumulated depreciation
              
              
              (4,837
              )
              
              (1,922
              )4,565
              
              
              7,480Total
                  Assets
              
              $
              131,634
              
              $
              16,086LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  LiabilitiesBank
                  overdrafts
              
              $
              17,036
              
              $
              -Notes
                  payable
              
              
              284,000
              
              
              210,000Accounts
                  payable
              
              
              121,589
              
              
              104,353Accrued
                  salaries
              
              
              623,940
              
              
              687,060Accrued
                  payroll taxes
              
              
              11,813Accrued
                  interest
              
              
              105,575
              
              
              73,775Total
                  Current Liabilities
              
              
              1,163,953
              
              
              1,075,188Other
                  LiabilitiesDerivative
                  liability
              
              
              26,096
              
              
              -Stockholders'
                  EquityPreferred
                  stock
              
              
              -
              
              
              -Common
                  stock
              
              
              76,465
              
              
              44,815Warrants
              
              
              52,500Additional
                  contributed capital
              
              
              1,275,358
              
              
              385,008Deficit
                  accumulated during thedevelopment
                  stage
              
              
              (2,532,182
              )
              
              (1,488,925
              )Accumulated
                  other comprehensive income
              
              
              69,444Subscriptions
                  receivable
              
              
              -
              
              
              -(1,058,415
              )
              
              (1,059,102
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              131,634
              
              $
              16,086






-4-
 *Table
          of Contents*






**EarthBlock
                  Technologies, Inc and Subsidiary**(A
                  Development Stage Company)CONSOLIDATED
                  STATEMENT OF OPERATIONSFor
                  the Quarters and Year to Date Ending June 30, 2006 and 2005, and
                  the
                  Periodbeginning
                  May, 2002 (Inception) through to June 30, 2006Quarter
              
              
              Quarter
              
              
              Year
                  to
              
              
              Year
                  toEnding
              
              
              Ending
              
              
              Date
              
              
              Date
              
              
              SinceJune
                  30, 2006
              
              
              June
                  30, 2005
              
              
              2006
              
              
              2005
              
              
              InceptionRevenues
              
              $
              -
              
              $
              27,000
              
              
              
              
              $
              27,000
              
              $
              52,000Cost
                  of SalesDirect
                  cost of sales
              
              
              -
              
              
              12,032
              
              
              -
              
              
              12,032
              
              
              24,057Gross
                  Profit
              
              
              -
              
              
              14,968
              
              
              -
              
              
              14,968
              
              
              27,943ExpensesOffice
              
              
              2,342
              
              
              4,063
              
              
              4,382
              
              
              9,193
              
              
              70,140Amortization
              
              
              45,228
              
              
              -
              
              
              45,228
              
              
              -
              
              
              45,228Depreciation
              
              
              1,084
              
              
              506
              
              
              2,168
              
              
              1,012
              
              
              4,837Interest
              
              
              350,450
              
              
              6,450
              
              
              358,900
              
              
              12,900
              
              
              448,539Licensor
                  expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              81,528Professional
                  fees
              
              
              6,148
              
              
              1,510
              
              
              98,206
              
              
              31,300
              
              
              280,444Rent
              
              
              1,933
              
              
              2,352
              
              
              9,075
              
              
              5,939
              
              
              35,910Salaries
              
              
              423,168
              
              
              65,960
              
              
              423,168
              
              
              128,420
              
              
              1,365,108Travel
              
              
              5,495
              
              
              3,186
              
              
              8,635
              
              
              16,130
              
              
              73,148835,848
              
              
              84,027
              
              
              949,762
              
              
              204,894
              
              
              2,404,882Net
                  Loss
              
              
              (835,848
              )
              $
              (69,059
              )
              
              (949,762
              )
              $
              (189,926
              )
              
              (2,376,939
              )Other
                  Comprehensive IncomeDecrease
                  in fair value of derivatives
              
              
              69,444
              
              
              
              
              
              69,444
              
              
              
              
              
              69,444Net
                  Comprehensive Income
              
              $
              (766,404
              )
              
              
              
              $
              (880,318
              )
              
              
              
              $
              (2,307,495
              )Net
                  Loss Per Share
              
              $
              (0.01
              )
              
              
              
              $
              (0.02
              )Net
                  Comprehensive Loss Per Share
              
              $
              (0.01
              )
              
              
              
              $
              (0.02
              )Weighted
                  average shares outstanding
              
              
              62,242,240
              
              
              
              
              
              56,584,185






-5-
 *Table
          of Contents*






**EarthBlock
                  Technologies, Inc and Subsidiary**(A
                  Development Stage Company)CONSOLIDATED
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYSince
                  Inception through June 30, 2006DeficitAccumulatedAdditional
              
              
              During
                  the
              
              
              Accumulated
                  Other
              
              
              StockPreferred
                Stock
              
              
              Common
                  Stock
              
              
              
              
              
              Contributed
              
              
              Development
              
              
              Comprehensive
              
              
              SubscriptionShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Warrants
              
              
              Capital
              
              
              Stage
              
              
              Deficit
              
              
              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
              
              
              72,500Share
                  sales
              
              
              -
              
              
              -
              
              
              4,000,000
              
              
              4,000
              
              
              -
              
              
              6,000
              
              
              -
              
              
              -
              
              
              -
              
              
              10,000Collection
                  of stocksubscription
                  receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,500
              
              
              2,500Correction
                  of 2004 sharesales
              
              
              -
              
              
              -
              
              
              5,000,000
              
              
              5,000
              
              
              -
              
              
              (5,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (283,421
              )
              
              -
              
              
              -
              
              
              (283,421
              )Balance
                  December 31, 2005
              
              
              -
              
              
              -
              
              
              49,815,018
              
              
              49,815
              
              
              -
              
              
              380,008
              
              
              (1,582,420
              )
              
              -
              
              
              -
              
              
              (1,152,597
              )Share
                  sales
              
              
              -
              
              
              -
              
              
              7,000,000
              
              
              7,000
              
              
              -
              
              
              28,000
              
              
              -
              
              
              -
              
              
              -
              
              
              35,000Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              2,500,000
              
              
              2,500
              
              
              -
              
              
              85,000
              
              
              -
              
              
              -
              
              
              -
              
              
              87,500Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (113,914
              )
              
              -
              
              
              -
              
              
              (113,914
              )Balance
                  March 31, 2006
              
              
              -
              
              
              -
              
              
              59,315,018
              
              
              59,315
              
              
              -
              
              
              493,008
              
              
              (1,696,334
              )
              
              -
              
              
              -
              
              
              (1,144,011
              )Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              5,750,000
              
              
              5,750
              
              
              -
              
              
              451,750
              
              
              -
              
              
              -
              
              
              -
              
              
              457,500Shares
                  issued inconnect
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -with
                  certain Notes payable
              
              
              -
              
              
              -
              
              
              11,400,000
              
              
              11,400
              
              
              -
              
              
              330,600
              
              
              -
              
              
              -
              
              
              -
              
              
              342,000Sale
                  of warrants
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              52,500
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              52,500Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (835,848
              )
              
              
              
              
              
              
              
              (835,848
              )Net
                  Other Comprehensive
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              69,444
              
              
              -
              
              
              69,444Balance
                  June 30, 2006
              
              
              -
              
              $
              -
              
              
              76,465,018
              
              $
              76,465
              
              $
              52,500
              
              $
              1,275,358
              
              $
              (2,532,182
              )
              $
              69,444
              
              $
              -
              
              $
              (1,058,415
              )






-6-
 *Table
          of Contents*






**EarthBlock
                  Technologies, Inc and Subsidiary**(A
                  Development Stage Company)CONSOLIDATED
                  STATEMENT OF CASH FLOWSFor
                  the Quarters and Year to Date Ending June 30, 2006 and 2005, and
                  the
                  Periodbeginning
                  May, 2002 (Inception) through to June 30, 2006Quarter
              
              
              Quarter
              
              
              Year
                  to
              
              
              Year
                  toEnding
              
              
              Ending
              
              
              Date
              
              
              Date
              
              
              SinceJune
                  30, 2006
              
              
              June
                  30, 2005
              
              
              2006
              
              
              2005
              
              
              InceptionCash
                  Flows from Operating ActivitiesNet
                  Loss
              
              $
              (835,848
              )
              $
              (69,059
              )
              $
              (949,762
              )
              $
              (189,926
              )
              $
              (2,376,939
              )Adjustments
                  to reconcile net loss to netcash
                  provided by operating activitiesDepreciation
                  and amortization
              
              
              46,313
              
              
              506
              
              
              47,397
              
              
              1,012
              
              
              50,066Stock
                  for services
              
              
              457,500
              
              
              -
              
              
              545,000
              
              
              -
              
              
              560,050Stock
                  for Debt call relief
              
              
              342,000
              
              
              
              
              
              342,000
              
              
              
              
              
              342,000Stock
                  for interest
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              965Decrease
                  in Start Up Costs
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              33,408(Increase)
                  in Inventory
              
              
              (76,758
              )
              
              
              
              
              (76,758
              )
              
              
              
              
              (76,758
              )Increase
                  in Accounts payable
              
              
              13,009
              
              
              (1,921
              )
              
              18,681
              
              
              1,943
              
              
              22,153Increase
                  in Accrued salaries
              
              
              (61,500
              )
              
              55,460
              
              
              (79,500
              )
              
              89,620
              
              
              623,940Increase
                  in Accrued payroll taxes
              
              
              11,813
              
              
              
              
              
              11,813
              
              
              
              
              
              11,813Increase
                  in Accrued interest
              
              
              8,450
              
              
              6,450
              
              
              16,900
              
              
              12,900
              
              
              105,575Net
                  Cash (Used) by Operating Activities
              
              
              (95,021
              )
              
              (8,564
              )
              
              (124,229
              )
              
              (84,451
              )
              
              (703,727
              )Cash
                  Flows from Investing ActivitiesIncrease
                  in Start Up Costs
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (33,408
              )Purchase
                  of fixed assets
              
              
              -
              
              
              -
              
              
              -
              
              
              (303
              )
              
              (9,402
              )Subscriptions
                  receivable
              
              
              -
              
              
              2,500
              
              
              -
              
              
              75,000
              
              
              -Net
                  Cash (Used) by Investing Activities
              
              
              -
              
              
              2,500
              
              
              -
              
              
              74,697
              
              
              (42,810
              )Cash
                  Flows from Financing ActivitiesIncrease
                  in Notes payable
              
              
              24,000
              
              
              -
              
              
              24,000
              
              
              -
              
              
              284,000Funds
                  paid for Merger shell
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (49,000
              )Sale
                  of Warrants
              
              
              52,500
              
              
              
              
              
              52,500
              
              
              
              
              
              52,500Dividend
                  paid
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000
              )Sale
                  of Common stock
              
              
              -
              
              
              10,000
              
              
              35,000
              
              
              10,000
              
              
              443,001Cash
                  Flows Provided by Financing Activities
              
              
              76,500
              
              
              10,000
              
              
              111,500
              
              
              10,000
              
              
              729,501Net
                  Increase in Cash and Cash Equivalents
              
              
              (18,521
              )
              
              3,936
              
              
              (12,729
              )
              
              246
              
              
              (17,036
              )Cash
                  and Cash Equivalents - Beginning
              
              
              1,485
              
              
              4,670
              
              
              (4,307
              )
              
              8,360
              
              
              -Cash
                  and Cash Equivalents - Ending
              
              $
              (17,036
              )
              $
              8,606
              
              $
              (17,036
              )
              $
              8,606
              
              $
              (17,036
              )See
                  accompanying notes to financial statements.







-7-
 *Table
          of Contents*


EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 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.
   -8-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 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.
 
 On
        February 16, 2006, the Company sold 4,000,000 shares of common stock for
        $20,000.
 
 On
        February 21, 2006, the Company issued 2,500,000 shares of common stock for
        services. The shares issued were valued at the market value of the stock
        on date
        of issue, total value $87,500.
 
 On
        March
        29, 2006, the Company sold 1,500,000 shares of common stock for
        $7,500.
 
 On
        March
        30, 2006, the Company sold 1,500,000 shares of common stock for
        $7,500.
 
 On
        April
        26, 2006, the Company issued 2,500,000 shares of common stock for services.
        The
        shares issued were valued at the market value of the stock on date of issue,
        total value $300,000.
 
 On
        May 9,
        2006, the Company issued 2,000,000 shares of common stock for services. The
        shares issued were valued at the market value of the stock on date of issue,
        total value $120,000.
 
 On
        June
        27, 2006, the Company issued 1,250,000 shares of common stock for services.
        The
        shares issued were valued at the market value of the stock on date of issue,
        total value $37,500.
   -9-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 NOTE
        1
        - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
 
 On
        June
        27, 2006, the Company issued 11,400,000 shares of common stock to two note
        holders to stay their calling due the note. No formal agreement was signed.
        The
        shares issued were valued at the market value of the stock on date of issue,
        total value $342,000.
  Basis
        of Consolidation:
 
 The
        accompanying consolidated financial statements include the accounts of
        EarthBlock Technologies, 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:
 Since2006
                
                2005
                
                InceptionInterest
                
                $
                0
                
                $
                0
                
                $
                0Income
                    taxes
                
                $
                0
                
                $
                0
                
                $
                0
 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, 2006 is approximately $1,800,000.
 
 
 -10-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 NOTE
        1
        - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
 
 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 June 30, 2006 and 2005 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
        June 30, 2006 and 2005 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.
   -11-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 The
        balance due on this note at June 30, 2006 and 2005 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 June 30, 2006 and 2005 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 June 30, 2006 and 2005 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 June 30, 2006 and 2005 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 June 30, 2006 2005 was $10,000 plus accrued interest.
 
  -12-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 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 June 30, 2006 and 2005 was $5,000
        plus
        accrued interest.
 
 EarthBlock
        Technologies, 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 June 30, 2006 and 2005 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 June 30, 2006 and 2005 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 June 30, 2006 and 2005 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 June 30, 2006 2005 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 June 30, 2006 and 2005 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 June 30, 2006 and 2005 was $35,000 and $0 plus accrued
        interest respectively.
   -13-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 NOTE
        2
        - NOTES PAYABLE - CONTINUED
 
 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 June 30, 2006 and 2005 was $15,000 and $0 plus accrued
        interest respectively.
 
 On
        June
        29, 2006, the Company entered into a loan agreement with an individual to
        borrow
        $24,000 at 12% interest due December 29, 2006. The note is unsecured. The
        balance on this note at June 30, 2006 and 2005 was $24,000 and $0 plus accrued
        interest respectively.
 
 All
        notes
        except the June 29, 2006 note are in default, payment was not made on notes
        stated due dates. The Company has not received any notices of
        default.
 
 NOTE
        3
        - STOCKHOLDERS’ EQUITY
 
 Preferred
        Stock:
 
 At
        March
        31, 2006 and December 31, 2005, the Company had 10,000,000 shares authorized
        of
        convertible preferred stock with a par value of $0.001 per share. Additional
        terms and conditions of the stock are to be set by the board of directors
        of the
        Company at the time of issue. There were no shares outstanding at March 31,
        2006
        and December 31, 2005.
 
 Common
        Stock:
 
 At
        June
        30, 2006 and December 31, 2005 the Company had 100,000,000 shares authorized
        common stock with a par value of $0.001 per share. There were 76,465,018
        and
        44,815,018 shares outstanding at June 30, 2006 and 2005
        respectively.
 
 Warrants
 
 On
        May 4,
        May 9, and June 22, 2006, the Company sold 1,000,000 Class A Warrants for
        $17,500. Total Class A Warrants sold were 3,000,000 for a total raised of
        $52,500. Class A Warrants exercise at a price equal to the average weighted
        price for the lowest eight days of the proceeding 20 trading days multiplied
        by
        70% per share, with a minimum exercise price of $.007 and a maximum exercise
        price equal to the greater of $.025 or 50% of the computed price. Class A
        Warrants vest monthly and shall expire 90 days from the day first
        vested.
   -14-
 *Table
            of Contents*
 EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 June
        30,
        2006
 
 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 2006. Rent expense through June
        30,
        2006 and 2005 was $9,075 and $5,939 respectively.
 
 NOTE
        5
        - DERIVATIVE LIABILITY ARRISING FROM WARRANTS
 
 The
        Company accounts for debt with embedded conversion features and warrant issues
        in accordance with EITF 98-5: Accounting
        for convertible securities with beneficial conversion features or contingency
        adjustable conversion and
        EITF
        No. 00-27: Application
        of issue No 98-5 to certain convertible instruments. Conversion features determined to be beneficial to the holder are valued
        at fair
        value and recorded to additional paid in capital. The Company determines
        the
        fair value to be ascribed to the detachable warrants issued with the convertible
        debentures utilizing the Black-Scholes method.
        Any discount derived from determining the fair value to the debenture conversion
        features and warrants is amortized to financing cost over the life of the
        debenture. The unamortized costs if any, upon the conversion of the warrants
        is
        expensed to financing cost on a pro rata basis over the life of the warrant.
 
 Debt
        issue with the variable conversion features are considered to be embedded
        derivatives and are accountable in accordance with FASB 133; Accounting
        for Derivative Instruments and Hedging Activities .
        The
        fairs value of the embedded derivative is recorded to derivative liability.
        This
        liability is required to be marked each reporting period. The resulting discount
        on the debt is amortized to interest expense over the life of the related
        debt.
 
 NOTE
        6
        - RELATED PARTIES
 
 The
        Company owed its officers who are also shareholders $623,940 and $687,060
        in
        accrued wages at June 30, 2006 and 2005 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 expired in June 2005.
 
 NOTE
        7
        - GOING CONCERN
 
 The
        Company has not generated significant revenues or profits to date. This factor
        among others raises considerable doubt the Company will be able 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. Managements plans to relieve these problems
        by
        continuing to raise working capital either through stock sales or loans.


-15-
 *Table
          of Contents*






**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, 2005. 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 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 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 masonry
      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.






-16-
 *Table
          of Contents*






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
                resistant.




-
            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.






-17-
 *Table
          of Contents*






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
      # 7 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.




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.






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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 affect 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.






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**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.






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**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






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**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:
                August 21, 2006EARTHBLOCK
                TECHNOLOGIES, INC.
              
              BY:
                /s/ Gregory A. Pitner
              Gregory
                A. Pitner
              CEO
                and Chairman








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