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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D. C. 20549**




**FORM
      10-QSB**


**AMENDMENT
      NO. 1**




x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      quarterly period ended March 31, 2005




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




Commission
      File Number 0-50520










**Biomass
      Processing Technology, Inc.**


(Name
      of
      Small Business Issuer as Specified in Its Charter)




**Delaware**
            
            **65-0638890**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S. Employer
              Identification
                No.)**3222
                Commerce Place, Suite A, West Palm Beach, Florida**
            
            **33407**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)




**(561)
      684-6611**


(Issuer’s
      Telephone Number, Including Area Code)




Securities
      registered under Section 12 (b) of the Exchange Act: None




Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, $.02 par
      value




Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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
o




As
      of May
      16, 2005, there were 70,395,643 shares of Common Stock issued and
      outstanding.




Transitional
      Small Business Disclosure Format: Yes x No
o









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**TABLE
      OF CONTENTS**




PART
                I FINANCIAL INFORMATIONItem
                1. Financial Statements
            4Item
                2. Plan of Operation
            14Item
                3. Controls and Procedures
            18PART
                II OTHER INFORMATIONItem
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            19Item
                6. Exhibits
            20SIGNATURES
            21Certifications:
                Exhibits 31.1 and 31.2
            22Certifications:
                Exhibits 32.1 and 32.2
            24






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**Caution
      Regarding Forward-Looking Information**




This
      quarterly report contains both historical and forward-looking statements. All
      statements, other than statements of historical facts, that address future
      activities, events or developments are forward-looking statements, including,
      but not limited to, statements containing the words "believe," "anticipate,"
      "expect" and words of similar import. These statements are based on certain
      assumptions and analyses made by us in light of our experience and our
      assessment of historical trends, current conditions and expected future
      developments as well as other factors we believe are appropriate under the
      circumstances. Whether actual results will conform to the expectations and
      predictions of management, however, is subject to a number of risks and
      uncertainties that may cause actual results to differ materially. Such risks
      include, among others, the risks described under "Description of Business -
      Risk
      Factors" in the Company's Annual Report on Form 10-KSB for the year ended
      December 31, 2004.




Consequently,
      all of the forward-looking statements made in this Form 10-QSB/A are qualified
      by these cautionary statements and there can be no assurance that the actual
      results anticipated by management will be realized or, even if substantially
      realized, that they will have the expected consequences to or effects on the
      Company's business operations.




Forward-looking
      statements are made in reliance upon the safe harbor provisions of Section
      27A
      of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended, and the Company undertakes no obligation
      to
      update forward-looking statements to reflect further developments or information
      obtained after the date of filing of this Quarterly Report and disclaims any
      obligation to do so.




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**PART
      I****.
      FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**


**BIOMASS
      PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED**  **BALANCE
      SHEETS**


**(Unaudited)****March
                31,**
            
            **December
                31,****2005**
            
            **2004****ASSETS**Current
                assetsCash
                and cash equivalents
            
            $
            263,499
            
            $
            44,559Accounts
                receivable
            
            
            182,763
            
            
            79,963Prepaid
                expenses and other current assets
            
            
            297,005
            
            
            284,427Equipment
                in process, held for sale
            
            
            2,137,783
            
            
            2,137,783Total
                Current Assets
            
            
            2,881,050
            
            
            2,546,732Property
                and equipment, net
            
            
            23,844,723
            
            
            24,974,665Other
                assetsPatent
                application costs
            
            
            249,228
            
            
            246,489Deposits
                and other assets
            
            
            101,780
            
            
            101,780Total
                Other Assets
            
            
            351,008
            
            
            348,269Total
                Assets
            
            $
            27,076,781
            
            $
            27,869,666**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilitiesAccounts
                payable
            
            $
            762,577
            
            $
            1,709,511Accrued
                expenses
            
            
            799,609
            
            
            1,033,880Current
                portion of long term debt and capital leases
            
            
            65,880
            
            
            124,810Total
                Current Liabilities
            
            
            1,628,066
            
            
            2,868,201Long
                term debtLong
                term debt and capital leases, less current portion
            
            
            28,715
            
            
            45,461Note
                payable - officer
            
            
            44,256
            
            
            107,700Total
                Long-term Liabilities
            
            
            72,971
            
            
            153,161Commitments
                and ContingenciesStockholders'
                equityCommon
                stock, $.02 par value; 100,000,000 sharesauthorized;
                issued and outstanding, 70,359,393 atMarch
                31, 2005 and 69,931,413 at December 31, 2004
            
            
            1,407,188
            
            
            1,398,628Additional
                paid in capital
            
            
            43,442,589
            
            
            40,959,999Deficit
                accumulated during the development stage
            
            
            (19,474,033
            )
            
            (17,510,323
            )Total
                Stockholders' Equity
            
            
            25,375,744
            
            
            24,848,304Total
                Liabilities and Stockholders' Equity
            
            $
            27,076,781
            
            $
            27,869,666


**See
      accompanying notes to the consolidated financial
      statements**




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**BIOMASS
      PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)**


Cumulative
                DuringDevelopment
            
            Three
                Months Ended March 31,Stage
                (see Note 1)
            
            2005
            
            2004Revenues
                (See Note 5)
            
            $
            —
            
            $
            —
            
            $
            —Operating
                expensesResearch
                and development
            
            
            18,562,444
            
            
            2,063,488
            
            
            516,206(Gain)
                loss on disposal of assets
            
            
            195,306
            
            
            —
            
            
            (203
            )Total
                operating expenses
            
            
            18,757,750
            
            
            2,063,488
            
            
            516,003Interest
                expense
            
            
            (381,157
            )
            
            (7,976
            )
            
            (
                6,032
            )Loss
                from continuing operationsbefore
                income tax benefit
            
            
            (19,138,907
            )
            
            (2,071,464
            )
            
            (522,035
            )Income
                tax benefit
            
            
            —
            
            
            —
            
            
            —Loss
                from continuing operations
            
            
            (19,138,907
            )
            
            (2,071,464
            )
            
            (522,035
            )Discontinued
                Operations (Note 5):Profit
                (loss) from discontinuedLandfill
                contract activities
            
            
            (335,126
            )
            
            107,754
            
            
            24,512**Net
                loss**
            
            $
            (19,474,033
            )
            $
            (1,963,710
            )
            $
            (497,523
            )**Loss
                per Common Share, Basic and Diluted:**From
                Continuing Operations
            $
            (0.03
            )
            $
            (0.01
            )From
                Discontinued Operations
            $
            0.00
            
            $
            0.00Net
                Loss
            $
            (0.03
            )
            $
            (0.01
            )Weighted
                average number ofcommon
                shares outstanding
            
            
            
            
            
            70,144,312
            
            
            69,495,346


**See
      accompanying notes to the consolidated financial
      statements**




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**BIOMASS
      PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**


**(A
        DEVELOPMENT STAGE COMPANY)**
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’
EQUITY**
 **(UNAUDITED)**


DeficitAccumulatedNumber
                of
            
            Common
            
            
            
            During
                theCommon
            
            Stock,
            
            Paid
                in
            
            DevelopmentShares
            
            at
                Par Value
            
            Capital
            
            Stage
            
            Total**Balances
                as of December 31, 2004**
            
            
            69,931,413
            
            $
            1,398,628
            
            $
            40,959,999
            
            $
            (17,510,323
            )
            $
            24,848,304Issuance
                of common shares
            
            
            427,980
            
            
            8,560
            
            
            2,482,590
            
            
            —
            
            
            2,491,150Net
                loss for the three monthperiod
                ended March 31, 2005
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,963,710
            )
            
            (1,963,710
            )**Balances
                as of March 31, 2005**
            
            
            70,359,393
            
            $
            1,407,188
            
            $
            43,442,589
            
            $
            (19,474,033
            )
            $
            25,375,744


**See
        accompanying notes to the consolidated financial
        statements**
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            Contents**
  **BIOMASS
      PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)**


Cumulative
                  During
              
              For
                  the Three Months EndedDevelopment
              
              March
                  31,Stage
                  (see Note 1)
              
              2005
              
              2004**Operating
                  Activities**Net
                  Loss
              
              $
              (19,474,033
              )
              $
              (1,963,710
              )
              $
              (497,523
              )Adjustments
                  to reconcile net loss to net cash used in operations:Depreciation
              
              
              2,803,801
              
              
              1,201,413
              
              
              46,475Loss
                  (gain) on disposal of assets
              
              
              195,306
              
              
              —
              
              
              (
                  203
              )Stock-based
                  compensation
              
              
              163,700
              
              
              —
              
              
              —Changes
                  in certain assets and liabilities:Equipment
                  in process held for sale
              
              
              (2,137,783
              )
              
              —
              
              
              (209,504
              )Accounts
                  receivable
              
              
              (182,763
              )
              
              (102,800
              )
              
              (142,784
              )Prepaid
                  expenses & other current assets
              
              
              (297,005
              )
              
              (12,578
              )
              
              56,025Deposits
                  and other assets
              
              
              (101,780
              )
              
              —
              
              
              —Accounts
                  payable and accrued expenses
              
              
              1,569,858
              
              
              (1,181,205
              )
              
              592,395Net
                  Cash Used in Operations
              
              
              (17,460,699
              )
              
              (2,058,880
              )
              
              (155,119
              )**Investing
                  Activities**Proceeds
                  from sale of assets
              
              
              137,230
              
              
              —
              
              
              2,800Patent
                  application costs
              
              
              (249,228
              )
              
              (2,739
              )
              
              (97,632
              )Purchases
                  of property and equipment
              
              
              (25,794,004
              )
              
              (71,471
              )
              
              (870,990
              )Net
                  Cash Used in Investing Activities
              
              
              (25,906,002
              )
              
              (74,210
              )
              
              (965,822
              )
 **Financing
                  Activities**Proceeds
                  from long-term debt issuances
              
              
              219,596
              
              
              —
              
              
              10,000
 Repayment
                  of debt and capital leases
              
              
              (1,309,729
              )
              
              (75,676
              )
              
              (71,172
              )Proceeds
                  from (payments on)Note
                  payable - officer
              
              
              44,256
              
              
              (63,444
              )
              
              110,000
  Proceeds
                  from common stock issuance
              
              
              44,676,077
              
              
              2,491,150
              
              
              745,000Net
                  Cash Provided by Financing Activities
              
              
              43,630,200
              
              
              2,352,030
              
              
              793,828Net
                  increase (decrease) in cash and cash equivalents
              
              
              263,499
              
              
              218,940
              
              
              (327,113
              )Cash
                  and cash equivalentsat
                  beginning of the period
              
              
              —
              
              
              44,559
              
              
              394,816Cash
                  and cash equivalentsat
                  the end of the period
              
              $
              263,499
              
              $
              263,499
              
              $
              67,703*(Continued)*


**See
      accompanying notes to the consolidated financial
      statements**




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BIOMASS
      PROCESSING TECHNOLOGY, INC. AND
      SUBSIDIARIES


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)**





CumulativeDuring
            
            For
                the Three Months EndedDevelopment
            
            March
                31,Stage
                (see Note 1)
            
            2005
            
            2004**Supplemental
                Disclosure of Cash Flow Information**CASH
                PAID DURING THE PERIOD FOR:Interest
                (net of amounts capitalized)
            
            $
            381,157
            
            $
            12,294
            
            $
            6,188Income
                taxes
            
            $
            —
            
            $
            —
            
            $
            —**Supplemental
                Disclosure of Noncash Investing and Financing
                Activities:****Equipment
                Financing**Since
                inception, the Company acquired equipment and vehicles by entering
                into
                capital leases and debt agreements totaling $1,330,277.


**See
      accompanying notes to the consolidated financial
      statements**




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**BIOMASS
      PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**





**NOTE
      1 - BASIS OF PRESENTATION**





The
      consolidated financial statements include the accounts of Biomass Processing
      Technology, Inc. and its wholly-owned subsidiaries, Omni Environmental
      Corporation, (formerly known as Omni Technologie International, Ltd. and
      incorporated in Delaware on June 23, 1989), BPT CAV1 Corporation (“CAV1”), and
      BPT Intellectual Property Corporation (“IP”) (collectively, “the Company”). All
      significant inter-company transactions have been eliminated. CAV1 was
      incorporated in the State of Florida on October 24, 2003, to operate the CAV1
      facility when operational and IP was incorporated in the State of Delaware
      on
      October 24, 2003, to manage certain intellectual property assets. The
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      (“GAAP”).





Development
      Stage and Going Concern Considerations :
      In
      December 2004, the Company commenced operating the CAV1 facility on a test
      basis
      by initiating test production operations. The Company continues to be a
      development stage enterprise as defined under accounting principles generally
      accepted in the United States of America because it has not yet generated
      significant revenues in its intended business. Historically, the Company has
      relied upon outside investor funds to maintain its operations and develop its
      business. Should the Company continue to experience operating losses into 2005,
      it will be necessary to raise additional funds from outside investors and/or
      lenders in order to continue as a going concern. The Company cannot provide
      assurances that if additional investor funding were needed, the necessary funds
      would be available on terms acceptable to the Company. The Company is a
      development stage enterprise with limited revenues, has incurred cumulative
      losses since inception, and has been dependent on investor capital to sustain
      its activities; these conditions raise substantial doubt about the Company’s
      ability to continue as a going concern.  The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      in the normal course of business. The Company currently expects to commence
      generating revenues from the sale of products in the third quarter of 2005.
      The
      Company expects, upon operation of the two production lines now being tested
      and
      upon the receipt of sufficient capital, to gradually increase production during
      2005 until the Company is using all four production lines. The facility is
      permitted for up to six lines and the Company plans to construct the fifth
      and
      sixth production lines at a later date.




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**BIOMASS
        PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**
 **NOTE
        1 - BASIS OF PRESENTATION (Continued)**





The
      Company believes that its current capital resources and revenue will be
      insufficient to fund the Company's intended operations beyond the second quarter
      of 2005, and that unless the Company commences generating significant cash
      flow
      from operations earlier than presently expected, it will be required to raise
      additional capital through the offering of equity securities, the incurrence
      of
      indebtedness or a combination of the foregoing. There is no assurance that
      the
      Company will be able to raise any additional funds or generate cash from
      operations which may be necessary to enable it to continue its planned business
      operations. Should any of management’s planned events not occur, the
      accompanying financial statements may be materially affected.





Interim
      Reporting: The
      accompanying unaudited financial statements of the Company have been prepared
      in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Item 310(b) of Regulation S-B.
      Accordingly, they do not include all of the information and footnotes required
      by accounting principles generally accepted in the United States of America
      for
      complete financial statements. The consolidated balance sheets, statements
      of
      operations, and statements of cash flows include, in the opinion of management,
      all the adjustments, consisting of normal recurring adjustments, necessary
      for a
      fair presentation of the results of these periods and the financial condition
      as
      of that date.  There are no additional material subsequent events or
      material contingencies that require disclosure. The information included in
      these unaudited financial statements should be read in conjunction with Plan
      of
      Operation contained in this report and with the financial statements and
      accompanying notes included in the Annual Report on Form 10-KSB for the fiscal
      year ended December 31, 2004. Historical interim results are not necessarily
      indicative of results that may be expected for any future period.





**NOTE
      2 - RELATED PARTY TRANSACTIONS**





During
      2004, Larry W. Denney, the Company’s
      principal stockholder, Chairman of the Board, President and CEO, loaned
      the Company $110,000 for working capital under a note in a principal amount
      not
      to exceed $200,000 and bearing simple interest at 4%.  Through December 31,
      2004, Mr. Denney made additional advances of $59,700 to the Company under the
      note and the Company repaid $62,000 under the note. The note, as amended, is
      payable on or before April 1, 2006 and may be prepaid without penalty. The
      balance as of December 31, 2004 was $107,700. The Company made payments of
      $63,444 during the three months ended March 31, 2005 and the outstanding balance
      of the note was $44,256 as of March 31, 2005. Accrued interest, which is
      presented as a component of accrued expenses, totaled $4,318 as of December
      31,
      2004. During the three months ended March 31, 2005 $853 was accrued and $5,171
      was paid on accrued interest. As of March 31, 2005, the balance of accrued
      interest was $- 0 -.




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**BIOMASS
        PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**
 **NOTE
        2 - RELATED PARTY TRANSACTIONS (Continued)**





Jack
      B.
      Simpson, a principal stockholder who is also a director, advanced the Company
      $3,000 as a short-term, non-interest bearing loan as of December 31, 2004,
      which
      was included in accrued expenses. This amount was repaid to Mr. Simpson during
      the three months ended March 31, 2005.


During
      the year ended December 31, 2004, the Board of Directors approved $67,110 in
      consulting fees for shareholder relations services provided by a company
      wholly-owned by Mr. Simpson. As of December 31, 2004, the balance due on these
      fees of $42,110 was included in accrued expenses. This amount was paid during
      the three months ended March 31, 2005. The Board also approved the payment
      of an
      additional $16,777 in consulting fees to the same company during the three
      months ended March 31, 2005.




**NOTE
      3 - NET LOSS PER COMMON SHARE**





Statement
      of Financial Accounting Standards (“SFAS”) No. 128, "Earnings Per Share"
      requires companies with complex capital structures or common stock equivalents
      to present both basic and diluted earnings per share (EPS). The Company’s only
      authorized capital stock is 100,000,000 shares of common stock, $0.02 par value
      per share. There were no common share equivalents as of March 31, 2005. In
      February 2004, the Company issued a convertible note which was converted to
      2,500 shares of common stock in August, 2004 i n
      accordance with the conversion provisions of the note. As a result, from
      February 2004 through August 2004 the Company had an outstanding convertible
      financial instrument which constituted a common stock equivalent. Basic EPS
      is
      calculated by dividing net income (loss) by the weighted average number of
      common shares outstanding during the period. Diluted EPS is calculated by
      dividing net income (loss) available to common stockholders by the weighted
      average number of common shares and common stock equivalents. Common equivalent
      shares are excluded from the computation in periods in which they have an
      anti-dilutive effect. At March 31, 2004, the Company's common equivalent shares
      only include the above mentioned convertible note. The weighted average number
      of shares used to compute basic and diluted loss per share in the March 31,
      2004
      financial statements was the same since the effect of the convertible note
      was
      anti-dilutive.





A
      reconciliation of the number of common shares shown as outstanding in the
      consolidated financial statements with the number of shares used in the
      computation of weighted average common shares outstanding is shown
      below:





March
                31,2005
            
            2004Common
                shares outstanding
            
            
            70,359,393
            
            
            69,618,038Effect
                of weighting
            
            
            (215,081
            )
            
            (122,692
            )Weighted
                average common shares outstanding
            
            
            70,144,312
            
            
            69,495,346






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**BIOMASS
        PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**
  **NOTE
        4 - INCOME TAXES**





All
      deferred tax assets created by the Company’s net operating losses are offset in
      their entirety by a deferred tax asset valuation allowance, therefore there
      is
      no provision or benefit recorded in the statements of operations for the periods
      presented.





**NOTE
      5 - DISCONTINUED OPERATIONS**





The
      Company exercised its right to terminate its contract with St. Lucie County
      for
      services in disposal of vegetative waste at the St. Lucie County landfill
      through a 60-day written notice consistent with the agreement. The termination
      became effective on January 13, 2005. At the request of St. Lucie County, the
      Company continued to perform the services through April 5, 2005 in order to
      maintain service until a new contractor commenced work.





The
      gross
      revenues from these activities were never the intended to be a primary business
      of the Company, but a means of obtaining raw material for processing. The
      vegetative biomass was intended to be used as raw material in production of
      the
      Company’s primary product. Animal based biomass is presently expected to be
      used, as it is less expensive than the vegetative waste from the municipal
      landfill.





Consistent
      with the requirements of SFAS No. 144, the above noted activities are being
      reported as discontinued operations. There are no income tax liabilities or
      benefits associated with the discontinued operations.





Because
      of the reclassification of previously reported revenues to discontinued
      operations, the Company now reports $ -0- revenues. The revenue and the
      operating results of the discontinued activities for the three month periods
      ended March 31, 2005 and March 31, 2004 and for the cumulative during
      development stage were as follows:





Cumulative
                DuringDevelopment
            
            Three
                Months Ended March 31,Stage
                (see Note 1)
            
            2005
            
            2004Revenues
            
            $
            8,429,445
            
            $
            449,941
            
            $
            359,329Cost
                of services provided
            
            
            8,764,571
            
            
            342,187
            
            
            334,817Net
                income (loss)
            
            $
            (335,126
            )
            $
            107,754
            
            $
            24,512





Effective
      May 2004, the Company recorded a loss accrual related to equipment damaged
      in a
      fire at the St. Lucie landfill site. Cost of services provided in the
      discontinued operations shown above for the three months ended March 31, 2005
      includes an adjustment of $109,718 for revisions in this accrual.




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**BIOMASS
        PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**
 **NOTE
        5 - DISCONTINUED OPERATIONS (Continued)**





Assets
      related to discontinued operations are accounts receivable of $182,763 and
      $79,963 as of March 31, 2005 and December 31, 2004, respectively. Liabilities
      related to discontinued operations are $616,737 and $639,144 as of March 31,
      2005 and December 31, 2004, respectively. These liabilities are included in
      accounts payable and accrued expenses.





**NOTE
      6 - SUBSEQUENT EVENTS**





During
      the period from April 1, 2005 to May 14, 2005, the Company sold an aggregate
      of
      36,250 shares of common stock in private placements for total proceeds of
      $312,500. Of these totals, 26,250 shares were sold at $10 per share and 10,000
      shares were sold at $5 per share in a private placement to existing stockholders
      only.




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**ITEM
      2.  PLAN OF OPERATION**





As
      of
      March 31, 2005, the Company was a development stage company, as its planned
      principal operations had not commenced and it had not conducted significant
      operations or generated significant operating revenues since its inception.
      The
      principal business of the Company is intended to be the development and
      commercialization of its proprietary biomass processing technology, through
      the
      application of which biomass material may be converted into its constituent
      components using hydrolysis and fermentation-based processing. The plan of
      the
      Company is to produce and sell basic feed protein and other products for the
      animal feed, food, chemical, and energy markets, which are produced by the
      Company from the processing of biomass material using the Company’s proprietary
      technology and production facilities.





**Working
      Capital**





During
      the first quarter of 2005, the Company’s working capital increased by $1,574,453
      to $1,252,984 as of March 31, 2005. This increase was primarily due to the
      Company’s receipt of the proceeds of two private placements of the Company’s
      common stock effected during the quarter.





**Patents**





On
      May
      16, 2005, the Company filed seven Patent Cooperation Treaty (“PCT”)
      applications, dealing with substantially similar material as seven provisional
      patent applications the Company previously filed with the United States Patent
      and Trademark Office with respect to its proprietary technology for the
      processing of biomass materials. The Company refers to these processes as
      EcoGoldTM techonology (discussed below). A provisional application is a patent
      filing allowing the Company one year to complete the final application. The
      filing of the PCT provisional applications extends the time allowed to the
      Company to complete filing formal U.S. applications, and gives the Company
      the
      ability to extend the time for filing applications with foreign governments
      that
      are Patent Cooperation Treaty participants.





Based
      on
      the provisional applications, the Company has been advised by its patent counsel
      that the final applications may seek issuance of 50 or more U.S. and foreign
      patents.  Upon
      the
      granting of any patents, the associated costs will be amortized over the life
      of
      the patents.





**The
      CAV Facility**





During
      the three months ended March 31, 2005 and to date, the Company continued testing
      of its combined animal and vegetative (“CAV”) biomass conversion and
      fermentation facility operation. This includes underground pipeline delivery
      to
      the CAV of nutrient extracted from dairy barn waste. The Company to begin
      generating revenues from the sale of product to commence in the third quarter.
      The facility has four fermenter lines, each of which includes a 200,000 gallon
      fermentation reactor. The Company expects, upon operation of the two production
      lines now being tested and upon the receipt of sufficient capital, to gradually
      increase production during 2005 until the Company is using all four production
      lines. The CAV facility is permitted for up to six production lines and the
      Company plans to construct the fifth and sixth production lines at a later
      date.
      The Company expects its commercial processing operations at its CAV facility
      to
      initially consist of processing yeast in a sterile environment utilizing
      phosphorus, nitrogen, carbohydrate, and other nutrients contained in barn waste
      from adjacent farming operations. The primary product to be produced by the
      CAV
      facility is yeast to be marketed to animal feed manufacturers for use as a
      protein and pro-biotic supplement to animal feed. The secondary product
      presently planned for the CAV facility is lignin, a natural
      polymer.




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As
      production commences, the Company expects to begin marketing and selling the
      products of the CAV facility's processing operation.





The
      Company’s investment in its CAV facility is $25.1 million as of March 31, 2005.
      This amount includes construction and installation of all reactors and major
      equipment for four lines of fermentation, as well as piping and control for
      two
      production lines. This amount also includes cost of construction of redundant
      infrastructure, such as boilers, hydrolysis reactors, compressed air, freon
      chillers, evaporative water cooling, process control and support buildings,
      all
      to support up to six production lines. Major process equipment is already in
      place for four production lines. In addition, most major components required
      for
      hydrolysis are already in place. The completion of the third and fourth
      production lines will require process piping and control installation.
      Implementation of the hydrolysis process will require these in-place components
      plus the addition of material handling equipment, piping and control. The fifth
      and sixth production lines will require construction and installation of
      foundations and all major process equipment, as well as piping and control.





The
      Company estimates the cost of constructing two additional lines (lines 5 and
      6)
      of production to be $4,000,000 and projects the addition of these two lines
      will
      increase production capacity by two thirds (167%) of the original estimated
      production capability of the first four lines. The Company expects that it
      will
      need to raise additional capital to fund this expansion through additional
      private offerings of its securities.





The
      Company placed its CAV facility into service in December 2004, at which time
      it
      began depreciating its machinery and equipment, leasehold improvements, and
      buildings. Of the total $25.1 million capital investment in the CAV facility,
      only $2.1 million consists of buildings and leasehold improvements, which assets
      are depreciated over longer periods of time. The remaining $23 million of the
      investment is production machinery and equipment depreciated more rapidly.
      The
      Company has made preliminary estimates of useful lives of the components of
      machinery and equipment within its processing facility and is in the process
      of
      working with the engineering group to refine appropriate periods. Because
      property, plant and equipment consists of a high percentage of machinery, the
      Company expects depreciation will continue to be a significant component of
      operating expenses of the CAV facility during the next several
      years.




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As
      the
      Company commences operations, the Company plans to refine its technology and
      processing methods to concentrate on production of higher value yeast as well
      as
      lowering costs of production and raw materials.





The
      Company may in the future to seek appropriate sites for permitting and
      construction of additional CAV facilities in other geographical locations.
      The
      Company does not currently have sufficient personnel to pursue construction
      of
      additional plants.





**EcoGoldTM
      - The Dilute Waste Stream Recovery Technology**





The
      Company’s seven provisional patent applications, and the additional seven PCT
      applications discussed above, are related to a unique biomass processing
      technology that the Company calls EcoGoldTM. EcoGoldTM is the name of the
      Company’s ecologically beneficial process and equipment as well as the name of
      the product produced through the process, which is a golden colored, high value
      nutrient. The EcoGoldTM process is designed to reduce phosphorus and nitrogen
      pollution from waste streams, by creating a valuable product (protein) at farms
      and industrial sites.





The
      Company plans to complete installation of the first equipment developed using
      the EcoGoldTM process at a large dairy testing site in 2005, after commencing
      sales of the products of its CAV facility processing operations. The Company
      expects to complete testing and any necessary modifications to this unit and
      to
      then offer the unit for rental with servicing and licensing included in 2005.
      This test site equipment is shown on the Company’s balance sheet as of March 31,
      2005 as “Equipment in Process, held for sale” reflected at a cost of $2,137,783,
      although the cost of future smaller units may be considerably less if the
      Company is able to successfully produce these units through larger scale
      production. The rental/lease agreement anticipated for this first unit is
      expected to be based on anticipated future lower cost of production, but to
      return full value to the Company as a result of the inclusion of licensing
      fees
      in the revenue base. The Company has had initial discussions with several
      vendors, but has not yet entered into any agreements with respect to the sale
      or
      production of these units.





**Other
      Products in Development**





The
      Company is concentrating its initial operating efforts on its CAV and EcoGoldTM
business segments as discussed above. The Company is continuing its research
      and
      development on other products.





**Discontinued
      Operations**





The
      Company exercised its right to terminate its contract with St. Lucie County
      for
      services in disposal of vegetative waste at the St. Lucie landfill through
      a
      60-day written notice consistent with the agreement. The termination became
      effective on January 13, 2005. At the request of St. Lucie County, the Company
      continued to perform the services through April 5, 2005 in order to maintain
      service until a new contractor commenced work.




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The
      Company’s activities in handling vegetative waste at municipal landfills was
      intended as a feasibility test and not the Company’s planned business operations
      or a core business activity. The Company’s purpose in engaging in these
      activities historically was to demonstrate the availability and actual costs
      of
      this form of raw material. The Company was attempting to establish that the
      material could be obtained at a cost of approximately zero net of fees or at
      a
      slight profit. The Company referred to this concept of obtaining low cost waste
      material for use in production as “zero to negative cost” of raw materials.
      During the life of the contracts the Company established that a “zero to
      negative cost” (net of fees) in obtaining the material was possible. See the
      schedule of gross profit from discontinued operations in Note 5 of the financial
      statements.





The
      Company’s CAV (“Combined Animal Vegetative”) biomass processing plant has been
      designed to utilize either animal biomass, vegetative biomass, or a combination
      of both as raw material for the production of yeast. The vegetative biomass
      was
      intended to be used as raw material in production of the Company’s primary
      product, yeast animal feed protein supplement. While use of vegetative biomass
      material such as the landfill material remains an option, use of this material
      has been relegated to a back-up plan due to the intended total replacement
      of
      the vegetative material with animal-based material processed by the Company’s
      EcoGoldTM technology. This animal based biomass is expected to be less expensive
      than the vegetative waste from the municipal landfill because transportation
      is
      a negligible cost due to proximity of the material and as a result of automated
      processing and underground pipe transporting systems. The cost of the material
      itself is negligible because the Company has a contract in place under which
      it
      receives a significant supply of barn waste at no cost to the Company.





In
      the
      future, the Company may consider utilizing some form of vegetative biomass
      as
      raw material if it becomes cost beneficial or if greater quantities of raw
      material are required. Currently the Company does not intend to continue any
      activities similar to those related to the contract noted above.





The
      Company continues to be a development stage enterprise as defined under GAAP
      because it has not yet generated significant revenues in its intended business.
      In prior years the Company’s financial statements have presented revenues and
      related operating expenses of the St. Lucie County contract and a similar
      contract with Indian River County, Florida, which contract expired in prior
      years, as gross revenues from operations although these activities were never
      intended to be a primary business of the Company. The Company anticipates that
      fees it may receive from processing animal or vegetative waste will not be
      material.




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**Capital
      Resources**





The
      Company believes that its current capital resources are insufficient to fund
      its
      intended operations and expansion. The Company has commenced efforts to raise
      additional capital through private placements of equity securities. There is
      no
      assurance that the Company will be able to raise additional funds that may
      be
      necessary to enable it to continue its planned business operations. Should
      any
      of management’s planned events not occur, the Company's financial condition and
      results of operations may be materially affected.





**ITEM
      3.  CONTROLS AND PROCEDURES**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934, as of March
      31, 2005, the Company's management carried out an evaluation of the
      effectiveness of the design and operation of the Company's disclosure controls
      and procedures. This evaluation was carried out by Larry W. Denney, the
      Company's Chief Executive Officer, and Robert F. Kendall, the Company’s Chief
      Financial Officer. Based
      upon that evaluation, the Company's Chief Executive Officer and Chief Financial
      Officer concluded that as of March 31, 2005, the Company's disclosure controls
      and procedures were not effective in timely alerting them to material
      information required to be included in the Company's periodic SEC reports.





The
      Company's independent auditors, in conjunction with their audit of the Company’s
      financial statements for the year ended December 31, 2004, advised the Company
      and the Audit Committee that in the auditors' view, the Company's disclosure
      controls and procedures were subject to a material weakness resulting from
      inadequate segregation of duties related to accounting controls caused by the
      limited number of personnel available for accounting duties. The accounting
      department consists of the chief financial officer, who is a CPA, one
      accountant, and the controller, who is married to the chief executive officer
      of
      the Company. Additionally, the chief executive officer of the Company is active
      in review of all aspects of financial reporting. As a mitigating control, the
      chief executive officer, chief financial officer, controller, and the accountant
      do extensive review of all of the accounting records and financial reporting.
      The Company is a research and development company in the development stage.
      Since inception in 1996 the Company has been entirely funded by investment
      and
      has had no revenues to date in its intended business. Management believes that
      remediation of the cited lack of segregation of duties can be accomplished
      through the hiring of additional accounting personnel or by adding or modifying
      certain existing internal control procedures. As for hiring additional
      personnel, it has not been reasonable or cost beneficial for the Company to
      hire
      extra accounting personnel who have no other purpose, duties, or workload than
      to provide formal segregation of duties under internal control principles.
      In
      the future, the Company may hire additional accounting personnel as soon as
      it
      has sufficient financial resources and additional workload to justify such
      hiring.




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It
      should
      be noted that the design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions, regardless of how remote. Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in the Company's reports filed
      or submitted under the Exchange Act is recorded, processed, summarized and
      reported within the time periods specified in the SEC’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      the
      Company's reports filed under the Exchange Act is accumulated and communicated
      to management, including the Company's Chief Executive Officer and Chief
      Financial Officer, to allow timely decisions regarding required disclosure.





There
      were no changes in the Company's internal control over financial reporting
      identified in connection with the evaluation required by paragraph (d) of Rule
      13a-15 under the Exchange Act with respect to the fiscal quarter ended March
      31,
      2005 that have materially affected, or are reasonably likely to materially
      affect, the Company's internal control over financial reporting.




**PART
      II. OTHER INFORMATION**




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**




On
      various dates between January 1, 2005 and March 31, 2005, the Company issued
      and
      sold an aggregate of 76,750 shares of Common Stock at a price of $10 per share
      to twenty-three investors, all of whom the Company believes to be accredited
      investors, for aggregate proceeds of $767,500. The shares were issued without
      registration in reliance on Section 4(2) of the Securities Act of 1933, as
      amended, and Rule 506 of Regulation D thereunder.





In
      a
      private offering which commenced on January 15, 2005 and closed on March 10,
      2005, the Company received $1,723,650 in proceeds from the sale of an aggregate
      of 344,730 shares at a price of $5 per share to existing stockholders only.
      In
      connection with this offering, the Company also distributed 6,500 shares to
      existing stockholders for no consideration because those stockholders had
      purchased stock at $10 per share immediately prior to the offering. The shares
      were issued without registration in reliance on Section 4(2) of the Securities
      Act of 1933, as amended, and Rule 506 of Regulation D thereunder.




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**ITEM
      6. EXHIBITS**




**List
      of Exhibits:**




Document
            Exhibit
                No.Certificate
                of Incorporation filed with the Delaware Secretary of State on January
                30,
                1996 (incorporated herein by reference to Exhibit 2.1.1 of the
                registrant's Form 10-SB, filed with the Commission on December 19,
                2003)
            3.1.1Certificate
                of Amendment to Certificate of Incorporation filed with the Delaware
                Secretary of State on September 12, 1997 (incorporated herein by
                reference
                to Exhibit 2.1.2 of the registrant's Form 10-SB, filed with the Commission
                on December 19, 2003)
            3.1.2Certificate
                of Amendment to Certificate of Incorporation filed with the Delaware
                Secretary of State on May 23, 2001 (incorporated herein by reference
                to
                Exhibit 2.1.3 of the registrant's Form 10-SB, filed with the Commission
                on
                December 19, 2003)
            3.1.3By-Laws
                (incorporated herein by reference to Exhibit 2.2 of the registrant's
                Form
                10-SB, filed with the Commission on December 19, 2003)
            3.2Certification
                by the Chief Executive Officer of the Company pursuant to Rule 13a-14
                under the Securities Exchange Act of 1934, as amended
            31.1Certification
                by the Chief Financial Officer of the Company pursuant to Rule 13a-14
                under the Securities Exchange Act of 1934, as amended
            31.2Certification
                by the Chief Executive Officer of the Company pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002
            32.1Certification
                by the Chief Financial Officer of the Company pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002
            32.2






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**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**BIOMASS
              PROCESSING TECHNOLOGY, INC.**Date: May
              9,
              2006
            By:
            /s/ Larry
              W.
              DenneyName:  
                Larry W. Denney
              Title:    
                Chairman of the Board, President
              and Chief Executive Officer
              (principal executive officer and duly authorized
                officer)


Date: May
              9,
              2006
            By:
            /s/ Robert
              F.
              KendallName:  
                Robert F. Kendall
              Title:    
                CPA, Chief Financial Officer
              (principal financial officer)




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