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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549
 Form 10-QSB þ       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 (B P TECHNOLOGY LOGO) Biomass Processing Technology, Inc. 
  Delaware
    
    65-0638890(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 3222
Commerce Place, Suite A, West Palm Beach,
Florida
    
    
    


33407(Address of Principal Executive Offices)
    
    
    
    (Zip Code)
 (561) 684-6611 
  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 þ 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 þ 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
    
    
    24Section 302 Chief Executive Officer CertificationSection 302 Chief Financial Officer CertificationSection 906 Chief Executive Officer CertificationSection 906 Chief Financial Officer Certification
  2




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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. 
 PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS 3




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BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS 
 (Unaudited)March 31,
    
    
    December 312005
    
    
    2004ASSETSCurrent 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
    
    
    $
    27,869,666LIABILITIES AND STOCKHOLDERS EQUITYCurrent 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 shares
authorized; issued and outstanding, 70,359,393 at
March 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 4




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BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED 
 CumulativeDuringDevelopment
    
    
    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 operations
before 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 discontinued
Landfill contract activities
    
    
    (335,126
    )
    
    
    107,754
    
    
    
    24,512Net 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 of
common shares outstanding
    
    
    
    
    
    
    70,144,312
    
    
    
    69,495,346
 See accompanying notes to the consolidated financial statements 5




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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
    
    
    TotalBalances 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 month
period 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 6




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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
    
    
    2004Operating ActivitiesNet 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 ActivitiesProceeds 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 ActivitiesProceeds from long-term debt issuances
    
    
    219,596
    
    
    
    
    
    
    
    10,000Repayment of debt and capital leases
    
    
    (1,309,729
    )
    
    
    (75,676
    )
    
    
    (71,172
    )Proceeds from (payments on)Note payable  officer
    
    
    44,256
    
    
    
    (63,444
    )
    
    
    110,000Proceeds 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 equivalents
at beginning of the period
    
    
    
    
    
    
    44,559
    
    
    
    394,816Cash and cash equivalents
at the end of the period
    
    $
    263,499
    
    
    $
    263,499
    
    
    $
    67,703
 (Continued) See accompanying notes to the consolidated financial statements 7




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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
    
    
    2004Supplemental Disclosure of Cash Flow InformationCASH 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 8




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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
product 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 production lines and
the Company plans to construct the fifth and sixth production lines at a later date. 9




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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 -. 10




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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 in 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
 11




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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 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. 12




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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) 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 for the three months
ended March 31, 2005 includes an adjustment of $109,718 for
revisions in this accrual. 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. 13




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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 EcoGold
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 expects 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 14




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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. 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
its production capacity by two thirds
(167%) of the original estimated production capability of the first four production 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 15




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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. 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 seek appropriate sites for permitting and construction of additional CAV
facilities in other geographical locations. The Company does not currently have sufficient
personnel or other resources to pursue construction of additional plants. EcoGold  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
EcoGold. EcoGold 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 EcoGold 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 EcoGold
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. 16




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Other Products in Development The Company is concentrating its initial operating efforts on its CAV and EcoGold 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 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 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 EcoGold 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. 17




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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 in the future processing animal or vegetative waste will
not be material. 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 effective except as set forth below in the following paragraph, 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. Management plans to expand
personnel to provide for adequate segregation of duties when it is cost beneficial to the Company
and, in the interim, has implemented mitigating controls wherever possible in consideration of the
limited segregation of duties. 18




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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. 19




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ITEM 6. EXHIBITS List of Exhibits: ExhibitDocument
    
    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 20, 2005
    
    By: /s/ Larry W. DenneyLarry W. Denney, Chairman of the Board, President andChief Executive Officer (principal executive officerand duly authorized officer)Biomass Processing Technology, Inc.By: /s/ Robert F. KendallDated: May 20, 2005
    
    Robert F. Kendall, CPA, Chief Financial Officer(principal financial officer)
 21