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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 June 30, 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
      August 14, 2005, there were 71,083,957 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
            15Item
                3. Controls and Procedures
            22PART
                II OTHER INFORMATIONItem
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            23Item
                6. Exhibits
            24SIGNATURES
            25Certifications:
                Exhibits 31.1 and 31.2
            26Certifications:
                Exhibits 32.1 and 32.2
            28






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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 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)****June
                30,**
            
            **December
                31****2005**
            
            **2004****ASSETS**Current
                assetsCash
                and cash equivalents
            
            $
            279,869
            
            $
            44,559Accounts
                receivable
            
            
            —
            
            
            79,963Prepaid
                expenses and other current assets
            
            
            168,037
            
            
            284,427Total
                Current Assets
            
            
            447,906
            
            
            408,949Property
                and equipment, net
            
            
            23,539,031
            
            
            24,974,665Other
                assetsEquipment
                system
            
            
            2,137,783
            
            
            2,137,783Patent
                application costs
            
            
            329,620
            
            
            246,489Deposits
                and other assets
            
            
            101,780
            
            
            101,780Total
                Other Assets
            
            
            2,569,183
            
            
            2,486,052Total
                Assets
            
            $
            26,556,120
            
            $
            27,869,666**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilitiesAccounts
                payable
            
            $
            672,714
            
            $
            1,709,511Accrued
                expenses
            
            
            819,814
            
            
            1,033,880Current
                portion of long term debt and capital leases
            
            
            59,921
            
            
            124,810Total
                Current Liabilities
            
            
            1,552,449
            
            
            2,868,201Long
                term debtLong
                term debt and capital leases, less current portion
            
            
            12,915
            
            
            45,461Note
                payable - officer
            
            
            39,661
            
            
            107,700Total
                Long-term Liabilities
            
            
            52,576
            
            
            153,161Commitments
                and ContingenciesStockholders'
                equityCommon
                stock, $.02 par value; 100,000,000 sharesauthorized;
                issued and outstanding, 70,748,507 atJune
                30, 2005 and 69,931,413 at December 31, 2004
            
            
            1,414,970
            
            
            1,398,628Additional
                paid in capital
            
            
            44,636,967
            
            
            40,959,999Deficit
                accumulated during the development stage
            
            
            (21,100,842
            )
            
            (17,510,323
            )Total
                Stockholders' Equity
            
            
            24,951,095
            
            
            24,848,304Total
                Liabilities and Stockholders' Equity
            
            $
            26,556,120
            
            $
            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)**


CumulativeDuring
            
            For
                the Three
            
            For
                the SixDevelopment
            
            Months
                Ended June 30,
            
            Months
                Ended June 30,Stage
            
            2005
            
            2004
            
            2005
            
            2004Revenues
                (Note 5)
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Operating
                ExpensesResearch
                and development
            
            
            19,633,090
            
            
            1,070,646
            
            
            629,074
            
            
            3,134,134
            
            
            1,145,280(Gain)
                loss on disposal of assets
            
            
            736,690
            
            
            541,384
            
            
            (21,989
            )
            
            541,384
            
            
            (22,192
            )Total
                Operating Expenses
            
            
            20,369,780
            
            
            1,612,030
            
            
            607,085
            
            
            3,675,518
            
            
            1,123,088Interest
                Expense
            
            
            (397,175
            )
            
            (16,018
            )
            
            (10,313
            )
            
            (23,994
            )
            
            (16,345
            )Loss
                from continuing operationsbefore
                income tax benefit
            
            
            (20,766,955
            )
            
            (1,628,048
            )
            
            (617,398
            )
            
            (3,699,512
            )
            
            (1,139,433
            )Income
                tax benefit
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Loss
                from continuing operations
            
            
            (20,766,955
            )
            
            (1,628,048
            )
            
            (617,398
            )
            
            (3,699,512
            )
            
            (1,139,433
            )Discontinued
                Operations (Note 5):Profit
                (loss) from discontinuedLandfill
                contract activities
            
            
            (333,887
            )
            
            1,239
            
            
            (502,482
            )
            
            108,993
            
            
            (477,970
            )NET
                LOSS
            
            $
            (21,100,842
            )
            $
            (1,626,809
            )
            $
            (1,119,880
            )
            $
            (3,590,519
            )
            $
            (1,617,403
            )**Loss
                per Common Share, Basic and Diluted:**From
                Continuing Operations
            
            
            
            
            $
            (0.02
            )
            $
            (0.01
            )
            $
            (
                0.05
            )
            $
            (0.02
            )From
                Discontinued Operations
            
            
            
            
            $
            0.00
            
            $
            (0.01
            )
            $
            0.00
            
            $
            (0.00
            )Net
                Loss
            
            
            
            
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.05
            )
            $
            (0.02
            )Weighted
                average number of common shares outstanding
            
            70,437,877
            
            
            69,600,112
            
            
            70,291,905
            
            
            69,547,729


**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
            
            
            817,094
            
            
            16,342
            
            
            3,676,968
            
            
            —
            
            
            3,693,310Net
                loss for the six monthperiod
                ended June 30, 2005
            
            
            —
            
            
            —
            
            
            —
            
            
            (3,590,519
            )
            
            (3,590,519
            )**Balances
                as of June 30, 2005**
            
            
            70,748,507
            
            $
            1,414,970
            
            $
            44,636,967
            
            $
            (21,100,842
            )
            $
            24,951,095


**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)**


Cumulative
                During
            
            For
                the Six Months EndedDevelopment
            
            June
                30,Stage
                (see Note 1)
            
            2005
            
            2004**Operating
                Activities**Net
                Loss
            
            $
            (21,100,842
            )
            $
            (3,590,519
            )
            $
            (1,617,403
            )Adjustments
                to reconcile net loss to net cash provided by (used in)
                operations:Depreciation
            
            
            3,085,827
            
            
            1,483,439
            
            
            106,290Loss
                (gain) on disposal of assets
            
            
            736,690
            
            
            541,384
            
            
            (22,192
            )Stock-based
                compensation
            
            
            163,700
            
            
            —
            
            
            —Changes
                in certain assets and liabilities:Accounts
                receivable
            
            
            —
            
            
            79,963
            
            
            6,518Prepaid
                expenses & other current assets
            
            
            (313,045
            )
            
            (28,618
            )
            
            18,435Deposits
                and other assets
            
            
            (101,780
            )
            
            —
            
            
            (500
            )Accounts
                payable and accrued expenses
            
            
            1,500,200
            
            
            (1,250,863
            )
            
            1,818,443Net
                Cash Provided by (Used in) Operations
            
            
            (16,029,250
            )
            
            (2,765,214
            )
            
            309,591**Investing
                Activities**Proceeds
                from sale of assets
            
            
            137,230
            
            
            —
            
            
            39,300****Patent
                application costs
            
            
            (329,620
            )
            
            (83,131
            )
            
            (134,021
            )Construction
                of equipment system
            
            
            (2,137,783
            )
            
            —
            
            
            (298,089
            )Purchases
                of property and equipment
            
            
            (26,166,714
            )
            
            (444,181
            )
            
            (1,594,805
            )Net
                Cash Used in Investing Activities
            
            
            (28,496,887
            )
            
            (527,312
            )
            
            (1,987,615
            )**Financing
                Activities**Proceeds
                from long-term debt issuances
            
            
            219,596
            
            
            —
            
            
            10,000


Repayment
                of debt and capital leases
            
            
            (1,331,488
            )
            
            (97,435
            )
            
            (151,222
            )Proceeds
                from (payments on)Note
                payable - officer
            
            
            39,661
            
            
            (68,039
            )
            
            169,700


Proceeds
                from common stock issuance
            
            
            45,878,237
            
            
            3,693,310
            
            
            1,474,500Net
                Cash Provided by Financing Activities
            
            
            44,806,006
            
            
            3,527,836
            
            
            1,502,978Net
                increase (decrease) in cash and cash equivalents
            
            
            279,869
            
            
            235,310
            
            
            (175,046
            )Cash
                and cash equivalentsat
                beginning of the period
            
            
            —
            
            
            44,559
            
            
            394,816Cash
                and cash equivalentsat
                the end of the period
            
            $
            279,869
            
            $
            279,869
            
            $
            219,770*(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 Six Months EndedDevelopment
            
            June
                30,Stage
                (see Note 1)
            
            2005
            
            2004**Supplemental
                Disclosure of Cash Flow Information**CASH
                PAID DURING THE PERIOD FOR:Interest
                (net of amounts capitalized)
            
            $
            396,839
            
            $
            27,976
            
            $
            14,111Income
                taxes
            
            $
            —
            
            $
            —
            
            $
            —**Supplemental
                Disclosure of Noncash Investing and Financing
                Activities:****Equipment
                Financing**During
                the six months ended June 30, 2005, and 2004 the Company acquired
                equipment and vehicles by entering into capital leases and debt agreements
                totaling $-0- and $155,975, respectively. 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 GAAP 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. 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 the sale of products near the beginning of the
      fourth quarter of 2005. The Company expects, following commencement of
      operations of the two production lines now being tested and subject to receiving
      sufficient capital, to gradually increase production during the remainder of
      2005 until the Company is using all four production lines at the CAV facility.
      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.




The
      Company will require additional capital to fund the completion and testing
      of
      its third and fourth production lines during the remainder of 2005, and intends
      to seek to raise the necessary 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 and expansion. 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 GAAP 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 GAAP 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




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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)**


or
      material contingencies that require disclosure. The information included in
      these unaudited financial statements should be read in conjunction with Part
      I,
      Item 2, “Plan of Operation” contained in this report and with the financial
      statements and accompanying notes included in the Company’s 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 July 1, 2006 and may be prepaid without penalty. The balance as of
      December 31, 2004 was $107,700. Accrued interest, which was presented as a
      component of accrued expenses, totaled $4,318 as of December 31, 2004. The
      Company made payments of principal and interest of $73,615 during the six months
      ended June 30, 2005. During the six month period, $1,258 in interest was
      accrued. As of June 30, 2005, the balance of principal and accrued interest
      was
      $39,661.





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 June 30,
      2005.




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


**NOTE
      3 - NET LOSS PER COMMON SHARE (Continued)**





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 stock
      equivalents are excluded from the computation in periods in which they have
      an
      anti-dilutive effect.





Basic
      and
      diluted loss per share amounts were the same in both the three month period
      and
      the six month period ended June 30, 2004 because the effect of the convertible
      note was anti-dilutive. In
      accordance with SFAS No. 128, the weighted average number of shares includes
      shares issued and shares reacquired during the respective periods.





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:





For
                the Three
            
            For
                the SixMonths
                Ended June 30,
            
            Months
                Ended June 30,2005
            
            2004
            
            2005
            
            2004Outstanding
                shares
            
            
            70,748,507
            
            
            69,550,688
            
            
            70,748,507
            
            
            69,550,688Effect
                of Weighting
            
            
            (310,630
            )
            
            49,424
            
            
            (456,602
            )
            
            (2,959
            )Weighted
                Average
            
            
            70,437,877
            
            
            69,600,112
            
            
            70,291,905
            
            
            69,547,729





**NOTE
      4 - ACCRUED LIABILITIES**





Accrued
      liabilities represent expenses that apply to the reported period and have not
      been billed by the provider or paid by the Company. At June 30, 2005, and
      December 31, 2004, accrued liabilities consisted of the following:




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


June
                30, 2005
            
            December
                31, 2004Accrued
                Property Taxes
            
            $
            297,967
            
            $
            206,639Reserve
                for Casualty Loss
            
            
            254,243
            
            
            445,687Deferred
                Officers Salaries
            
            
            148,019
            
            
            176,950Accrued
                Vacation
            
            
            34,798
            
            
            35,885Accrued
                Payroll and Payroll Taxes
            
            
            36,956
            
            
            56,543Accrued
                Professional Fees
            
            
            30,650
            
            
            104,810Other
            
            
            17,181
            
            
            7,366Total
                Accrued Liabilities
            
            $
            819,814
            
            $
            1,033,880





**NOTE
      5 - DISCONTINUED OPERATIONS**





Effective
      January 13, 2005, the Company terminated its contract with St. Lucie County
      for
      services in disposal of vegetative waste at the St. Lucie County landfill.
      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.





These
      activities were never intended to be a primary business of the Company, but
      rather a means for the Company to obtain vegetative biomass to be used in the
      production of the Company’s primary product. The Company now expects to use
      animal based biomass which 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 described above for the three
      month periods ended June 30, 2005 and 2004, for the six month periods ended
      June
      30, 2005 and 2004, and for the cumulative period during development stage were
      as follows:




CumulativeDuring
            
            For
                the Three
            
            For
                the SixDevelopment
            
            Months
                Ended June 30,
            
            Months
                Ended June 30,Stage
            
            2005
            
            2004
            
            2005
            
            2004Revenues
            
            $
            8,448,276
            
            $
            18,831
            
            $
            313,024
            
            $
            468,772
            
            $
            672,353Cost
                of Services Provided
            
            
            8,782,163
            
            
            17,592
            
            
            815,506
            
            
            359,779
            
            
            1,150,323Net
                Income (Loss)
            
            $
            (333,887
            )
            $
            1,239
            
            $
            (502,482
            )
            $
            108,993
            
            $
            (477,970
            )






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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)**





The
      following items have been reclassified from presentation within operating
      expenses in prior period financial statements to discontinued operations as
      reflected above. Effective May 2004, the Company recorded a $485,000 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
      six months ended June 30, 2005 includes an adjustment of $109,718 for revisions
      reducing the accrual.





Assets
      related to discontinued operations consist of accounts receivable of $ -0-
      and
      $79,963 as of June 30, 2005 and December 31, 2004, respectively. Liabilities
      related to discontinued operations are $254,243 and $639,144 as of June 30,
      2005
      and December 31, 2004, respectively. These liabilities are included in accounts
      payable and accrued expenses.





**NOTE
      6 - CHANGES IN ESTIMATED SERVICE LIVES OF CERTAIN ASSETS AND RECLASSIFICATION
      OF
      CERTAIN CURRENT ASSETS**




In
      December, 2004, the Company began depreciating equipment at its CAV1 facility
      using a preliminary estimated service life of five years. During the second
      quarter of 2005, the Company analyzed all of the facility’s component assets and
      their estimated service lives and made the following changes within property
      and
      equipment: (1) The Company wrote off components valued at $541,384 which were
      determined to be obsolete portions of the facility. (2) The Company reclassified
      as construction in process components valued at $4,340,691 identified as parts
      of the facility not yet in service. (3) The Company identified a group of
      machinery components with service lives of seven years and another group of
      machinery and equipment with service lives of twenty years. As of the beginning
      of the second quarter of 2005, the Company began depreciating assets based
      on
      the revised assessment of assets placed in service and the revised estimate
      of
      the service lives of the components of the equipment as detailed
      above.





During
      the second quarter, the Company enhanced its system of spare parts inventory
      reporting and instituted monthly physical counts of spare parts inventory.
      As a
      result of the analysis, spare parts valued at an aggregate of $145,008 and
      previously included in current assets were reclassified as a component of
      property and equipment as of June 30, 2005.





During
      the second quarter of 2005, the Company reclassified “Equipment in process, held
      for sale” from current assets to “Other Assets - Equipment system” consistent
      with the Company’s current intention to offer the equipment for rental with
      servicing and licensing included by the end of 2005. The equipment, which is
      reflected at its cost of $2,137,783, has also been reclassified in the
      presentation herein of the December 31, 2004 balance sheet.







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 **BIOMASS
            PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS**
 **NOTE
          7 - SUBSEQUENT EVENTS**
 
 During
          the period from July 1, 2005 to August 14, 2005, the Company sold an aggregate
          of 335,450 shares of common stock at $2.50 per share for total proceeds
          of
          $838,625 in a private placement limited to existing stockholders of the
          Company.




-14-


**ITEM
      2.  PLAN OF OPERATION**





As
      of
      June 30, 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. These products are to be
      produced by the Company from the processing of biomass material using the
      Company’s proprietary technology and production facilities.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2005, the Company’s working capital deficit was $1,104,543. This
      represents a reduction in working capital deficit of $1,354,709 during the
      six
      month period over the working capital deficit of $2,459,252 as of December
      31,
      2004 (See Note 6 to the financial statements regarding reclassification of
      certain assets from current assets to long-term). The $1,354,709 change in
      working capital consisted of a $38,957 increase in current assets and a
      $1,315,752 decrease in current liabilities. The change in working capital was
      primarily due to the Company’s receipt of $3,693,310 in proceeds from private
      placements of the Company’s common stock effected during the period. Subsequent
      to June 30, 2005 the Company received an additional $838,625 in proceeds from
      sales of its common stock in private placement offerings.





The
      Company is substantially dependent upon the proceeds from sales of its common
      stock for working capital. The Company's principal uses of its working capital
      are to pay operating expenses and to fund expansion costs, including capital
      expenditures and the cost of additional personnel. Should the funds available
      to
      the Company be insufficient to fulfill all of these needs, the Company manages
      its available funds according to the following priorities (from highest to
      lowest): (1) payment of operating expenses, (2) creation or maintenance of
      a
      sufficient working capital reserve, and (3) expansion of personnel and equipment
      to implement the Company's business plan.





The
      Company believes that its current capital resources are insufficient to fund
      both its intended operations and expansion at its planned expansion rate. While
      the Company believes that its current resources may be sufficient to enable
      it
      to commence production activities with lines one and two of its CAV facility,
      the Company will need to raise additional capital to fund the construction
      costs
      required to bring lines three and four operational and to complete
      implementation of the hydrolysis process at the CAV facility. Further, the
      Company will need to raise additional capital to fund the cost of constructing
      lines five and six at the CAV facility. 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 including
      expansion. Should any of management’s planned events not occur, the Company's
      financial condition and results of operations may be materially
      affected.




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Since
      2001 the Company has not raised sufficient capital to enable it to pursue its
      expansion plans within the targeted time periods, and has given priority to
      the
      use of its available funds as indicated above. As a consequence of the
      shortfalls in capital raising, the Company has incurred significant staffing
      limitations and personnel reductions. The capital limitations have restricted
      the Company’s ability to obtain and train experienced personnel required to
      reach established goals. After identifying, attracting, and hiring qualified
      personnel, a period of time is required to acquaint new employees with Company
      policies and goals and to train them in the Company's technology. The Company's
      ability to add qualified personnel is a key element to its ability to pursue
      its
      business plan and is not attainable within a short time span. Should the Company
      be unable to attract and retain sufficient qualified personnel, its ability
      to
      achieve its goals will be adversely affected.





**The
      CAV Facility**





During
      the six months ended June 30, 2005, the Company continued testing of its
      combined animal and vegetative (“CAV”) biomass conversion and fermentation
      operation. This included testing of underground pipeline delivery to the CAV
      of
      nutrient extracted from dairy barn waste.





In
      August
      2005, the Company began the process of bringing lines one and two of the CAV
      facility into operation with the goal of commencing production and accumulation
      of initial finished product inventory. The Company expects to begin generating
      revenues from the sale of products, subsequent to, and dependant upon, proper
      verification of product quality, and subsequent to accumulation of sufficient
      inventory to assure the Company’s ability to fill product orders. The Company
      currently expects this to occur near the beginning of the fourth quarter of
      2005. Among the risks that could delay the commencement of revenue generation
      from the sale of products are those relating to tropical weather patterns,
      which
      adversely affected the Company during 2004. The Company plans to mitigate this
      risk by producing sufficient inventory of products to enable it to fill product
      orders even if production is interrupted by adverse weather. The Company expects
      to emerge from the development stage and commence financial reporting as an
      operating company when it recognizes significant revenues from product
      sales.





The
      CAV
      facility as currently constructed has four fermenter lines, each of which
      includes a 200,000 gallon fermentation reactor. Two lines are fully constructed
      to production capability and ready to commence production operations. The
      Company plans to complete during 2005 the work necessary to expand its
      production capacity to utilize all four fermentation lines, subject to raising
      the additional capital necessary to fund this work. The production capacity
      of
      the CAV facility utilizing all four fermentation lines is approximately 300%
      of
      the production capacity of the facility utilizing only lines one and
      two.




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The
      CAV
      facility is permitted for up to six production lines. Although the Company
      plans
      to construct the fifth and sixth production lines as soon as feasible, the
      Company has not entered into any construction contracts and will require
      additional capital to fund the cost of constructing these additional lines.
      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.





The
      Company’s investment in its CAV facility and supporting spare parts inventory is
      $24.5 million as of June 30, 2005. This amount includes construction and
      installation of all reactors and major equipment for four lines of fermentation,
      with piping and control for two production lines to operational status. This
      amount also includes cost of construction of redundant infrastructure, such
      as
      boilers, hydrolysis reactors, compressed air, freon chillers, evaporative water
      cooling, reverse osmosis, process control, and ancillary buildings, all to
      support up to six production lines. Of the total construction costs of the
      facility, $17.7 million represents lines one and two and related equipment
      already operational, $4.8 million represents construction in process in lines
      three and four and the hydrolysis system, and $2.0 million represents buildings,
      leasehold improvements, and back up spare parts.





The
      Company has in place the major processing equipment for four production lines
      and is in the process of contracting for the construction work necessary to
      bring lines three and four operational by adding piping, sensor and control
      elements. The Company estimates that construction expenditures of $1,810,000
      will be required for the additional construction of the pipe and control aspects
      of lines three and four intended to achieve operational status of those lines,
      and to complete the hydrolysis process that will substantially reduce the cost
      of raw materials. The Company is seeking to raise additional capital to fund
      a
      portion of these costs, as it does not currently have sufficient funds on hand
      for this purpose.





Construction
      costs to bring line three operational are estimated at $830,000. These costs
      include certain items that are common to lines three and four and, therefore,
      construction costs to complete line four are estimated at $665,000. Subject
      to
      raising the additional capital required to fund these costs, the Company expects
      to complete construction of lines three and four during the fourth quarter
      2005.
      Should the Company be unable to raise the necessary additional capital to pay
      these costs, it is likely to be unable to complete these construction activities
      within these time periods.





In
      addition, most major components required for hydrolysis are in place.
      Implementation of the hydrolysis process requires the in-place components plus
      the addition of material handling equipment, piping and control. The Company
      has
      authorized the final construction on the hydrolysis process with completion
      expected during the fourth quarter of 2005 at an estimated cost of about
      $315,000. Unlike the fermentation aspect of the process at the CAV, no
      production-scale testing of the hydrolysis process has been performed. Should
      the Company be unable to raise the necessary additional capital to pay these
      costs, it is likely to be unable to complete the implementation of the
      hydrolysis process at the CAV facility within this time period.




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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 these two additional lines (lines
      five and six) 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, and 450% of the
      production capacity of lines one and two combined. The Company will need to
      raise additional capital to fund this expansion through additional private
      offerings of its securities.





**Patent
      Applications**





On
      May
      16, 2005, the Company filed seven Patent Cooperation Treaty (“PCT”)
      applications, claiming priority to 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.
      A
      provisional application is a patent filing allowing the Company one year to
      complete the final application. The filing of the PCT 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 PCT 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
      technology covered
      by the Company’s patent applications involves pre-treatment, core fermentation,
      and post treatment aspects. The Company believes each of these aspects has
      unique elements, and the PCT patent applications seek coverage in each of these
      general areas. Both equipment and process innovations are covered for many
      diverse waste streams. Treatment of all the waste streams utilizes the central
      inventive aspects of the process (“core technology”).




The
      waste
      streams explored are:





·
            Ruminant
                cattle manure


·
            Swine
                and other animal manure


·
            Municipal
                cellulosistic solid waste


·
            Other
                cellulosistic solid waste


·
            Whey
                broth from cheese production


·
            Fermentation
                broth remediation from alcohol and yeast
                production


·
            Other
                undefined dilute waste streams






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Ruminant
      cattle and swine manure treatment and remediation are dealt with more
      extensively in the presentation as specific instances of application of the
      core
      technology.





The
      Company believes that the discoveries presented in its patent applications
      constitute a novel means of fermentation. In general the core technology
      presented, taken as a whole, addresses the major problems of waste stream
      treatment—sub optimal, very dilute, poor, and variable concentration nutrient
      supply. The Company believes that its technology can address remediation of
      waste streams as dilute as certain river water, or as concentrated as manure,
      potentially with recovery of valuable product that may more than offset the
      cost
      of the processing.





Other
      innovations presented in the patent applications may be separated into (1)
      proper preparation of the waste stream and (2) the core technology—equipment
      design, fermentation organism selection, sensor and control selection, and
      process definition.





The
      Company’s technology includes elements relating to the proper preparation of
      waste streams for fermentation that are both necessary to optimize utilization
      of waste streams for use in the core technology and are otherwise generally
      useful, innovative tools. These elements relate to:





·
            Recovery
                of organic material suitable for
                fermentation.


·
            Limiting
                presence of substances that interfere with, or make less optimal,
                proper
                recovery.





The
      Company refers to these processes as its EcoGoldTM technology (discussed below).
      The processes involve the recovery of nutrient value from dilute, variable
      waste
      streams by fermentation processing. The technology encompasses several
      variations that include cheese whey, ethanol fermentation waste, and recovery
      of
      nutrient specific to various manure waste animal species such as hogs, poultry,
      and cattle.





The
      Company can give no assurance that the provisional patent applications will
      result in the issuance of any specific patents, or that any patents that may
      be
      issued will withstand challenge, provide any specific protection or ultimately
      be of commercial value to the Company.





**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 refers to as 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.




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The
      Company plans to complete installation of the first equipment developed using
      the EcoGoldTM process at a large dairy testing site by the end of 2005, after
      commencing sales of the products of its CAV facility processing operations.
      The
      installation of this first equipment has been suspended during the two most
      recent calendar quarters to allow the Company to devote its full personnel
      and
      capital resources to bringing the CAV facility to operational status. This
      delay
      may have adverse consequences for the Company’s ability to market additional
      units of this product.





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
      by
      the end of 2005. This test site equipment is shown on the Company’s balance
      sheet as of June 30, 2005 as “Equipment system” 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 presently is concentrating its efforts on its CAV and EcoGoldTM
operations as discussed above. The Company has other potential products and
      applications of its technology which are in various stages of research and
      development.




**Discontinued
      Operations**





Effective
      January 13, 2005, the Company terminated its contract with St. Lucie County
      for
      services in disposal of vegetative waste at the St. Lucie landfill. 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
      Company’s activities in handling vegetative waste at municipal landfills were
      intended as a feasibility test and not as 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 five year life (2000-2005) of the contracts, the Company
      established that a “zero to negative cost” (net of fees) in obtaining the
      material was possible.





The
      Company’s CAV biomass processing plant has been designed to utilize 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.




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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 St. Lucie County 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 a prior
      year, 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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**ITEM
      3.  CONTROLS AND PROCEDURES**





As
      required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June
      30, 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 June 30, 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.





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.




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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 June
      30,
      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
      April
      29, 2005, the Company completed the sale of 10,000 shares of Common Stock at
      a
      price of $5 per share to an existing stockholder, who the Company believes
      to be
      an accredited investor, for aggregate proceeds of $50,000 pursuant to a
      subscription commitment made by the investor in a private offering limited
      to
      existing shareholders which commenced on January 15, 2005 and closed on March
      10, 2005. In a private offering limited to existing shareholders which commenced
      on June 15, 2005, as of June 30, 2005 the Company had received an aggregate
      of
      $879,660 in proceeds from the sale of 351,864 shares at a price of $2.50 per
      share to ten existing stockholders, each of whom the Company believes to be
      an
      accredited investor. 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.





On
      various dates between April 8, 2005 and June 3, 2005, the Company sold an
      aggregate of 27,250 shares of Common Stock at a price of $10 per share to
      sixteen investors, all of whom the Company believes to be accredited investors,
      for aggregate proceeds of $272,500. 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.




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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.**Dated: 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)




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






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