SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

      FOR ANNUAL AND TRANSITIONAL REPORTS UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                 OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2004

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________

                        COMMISSION FILE NUMBER: 000-31403

                          INTERNATIONAL SURFACING, INC.
      (Exact Name of Small Business Registrant as Specified in its Charter)



                DELAWARE                                  52-2257557
                --------                                  ----------
      (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)               Identification No.)


                        5 Erie Street, Garfield, NJ 07026
               (Address of principal executive offices) (Zip Code)

                                 (973) 253-6131
              (Registrant's telephone number, including area code)

              Securities Registered Under Section 12(B) Of The Act:

                                      None

         Securities Registered Under Section 12(G) of the Exchange Act:

                                (Title Of Class)
                         Common Stock, Par Value $0.0001

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 [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [__]

The Registrant's Common Stock is not traded on any market at the date of this
report.

On June 1, 2005, the Registrant had outstanding 30,694,480 shares of Common
Stock, $0.0001 par value.

The Registrant's revenues for the year ended December 31, 2004 were $0.

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                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                       FISCAL YEAR ENDED DECEMBER 31, 2004

                          INTERNATIONAL SURFACING, INC.

    ITEM
                                                                           PAGE
    PART I

1.  Description of Business                                                   3
2.  Description of Properties                                                 4
3.  Legal Proceedings                                                         4
4.  Submission of Matters to a Vote of Security Holders                       4

    PART II

5.  Market for Common Equity and Related Stockholder Matters                  5
6.  Management's Discussion and Analysis                                      5
7.  Financial Statements                                                      7
8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
    Financial Disclosures                                                     7
8A. Controls and Procedures                                                   8
8B. Other Information                                                         8

    PART III

9.  Directors, Executive Officers, Promoters and Control Persons              9
10. Executive Compensation                                                   10
11. Security Ownership of Certain Beneficial Owners and Management           10
12. Certain Relationships and Related Transactions                           11
13. Exhibits                                                                 11
14. Principal Accountant Fees and Services                                   12

    Signatures                                                               13


F-1 Financial Statements                                                    F-1


THIS REPORT ON FORM 10-KSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND WITHIN THE
MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH
ARE SUBJECT TO THE "SAFE HARBOR" CREATED BY THOSE SECTIONS. THESE
FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS CONCERNING
OUR BUSINESS OUTLOOK OR FUTURE ECONOMIC PERFORMANCE; ANTICIPATED PROFITABILITY,
REVENUES, EXPENSES OR OTHER FINANCIAL ITEMS; AND STATEMENTS CONCERNING
ASSUMPTIONS MADE OR EXCEPTIONS AS TO ANY FUTURE EVENTS, CONDITIONS, PERFORMANCE
OR OTHER MATTERS WHICH ARE "FORWARD-LOOKING STATEMENTS" AS THAT TERM IS DEFINED
UNDER THE FEDERAL SECURITIES LAWS. ALL STATEMENTS, OTHER THAN HISTORICAL
FINANCIAL INFORMATION, MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. THE WORDS
"BELIEVES," "PLANS," "ANTICIPATES", "EXPECTS," AND SIMILAR EXPRESSIONS HEREIN
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, WHICH WOULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN SUCH STATEMENTS.
FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN
"FACTORS THAT MAY AFFECT FUTURE RESULTS," AND ELSEWHERE IN THIS REPORT, AND THE
RISKS DISCUSSED IN THE COMPANY'S OTHER SEC FILINGS.

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<PAGE>
                                     PART I

ITEM 1. - DESCRIPTION OF BUSINESS

History

     We were incorporated on March 24, 1999 in the State of Delaware under the
name of Harmonica Acquisition Corporation ("Harmonica"). We are engaged in the
development, manufacture and sale of rubber-faced horseshoes for use in racing
and training.

     In September 2002, Pierce Mill Associates, Inc., which owned all of the
issued and outstanding shares of common stock in September 2002, entered into a
stock purchase agreement with International Surfacing, Inc., a New Jersey
corporation ("International-NJ"), whereby International-NJ purchased all of our
outstanding shares for $15,000. International-NJ was incorporated on January 9,
1998 in the State of New Jersey. As a result, we became a wholly-owned
subsidiary of International-NJ. International-NJ entered into the transaction
for the purpose of acquiring a company that was a fully reporting company under
the Securities Exchange Act of 1934 with the intent of entering into a share
exchange entered in November 2002. Prior to entering into the stock purchase
agreement, International-NJ was engaged in the development of rubber-faced
horseshoes for use in racing and training.

     In November 2002, International-NJ, and the shareholder of International-NJ
entered into an exchange agreement whereby International-NJ exchanged all of its
shares held in our company in consideration for the shares of International-NJ
held by the shareholder of International-NJ. Consequently, the shareholder of
International-NJ became the shareholder of our company and we thereafter changed
our name to International Surfacing, Inc. in December 2002. There were no fees
paid to any person as consulting fees, finders' fees or financial services fees
related to the International-NJ's acquisition of our common stock or the
exchange. From inception to our share exchange with International-NJ, we had no
operations and our sole business activity was seeking and investigating
candidates for business combinations. International-NJ was engaged in the
development of the StealthShoe(TM). We have not undergone any bankruptcy,
receivership or similar proceeding and, except as set forth above, we have not
undergone any material reclassification, merger, consolidation or purchase of a
significant amount of assets not in the ordinary course of business.


StealthShoe(TM)

     Since January 2002, we have been engaged in the development and
manufacturing of our StealthShoe(TM) and related products. We intend to commence
marketing and distribution of StealthShoe(TM) in August 2005. StealthShoe(TM)
product is a unique rubber horseshoe. We believe the StealthShoe(TM) is a
horseshoe that will take less of a toll on the legs of horses as compared to
conventional iron or aluminum shoes. Our initial market is the horse racing
industry; however, we believe that StealthShoe(TM) can be used on any horse.

     To date, we estimate that we incurred expenses of approximately $296,000 in
connection with research and development. We have increased our pool of research
subjects to improve the strength and durability characteristics of
StealthShoe(TM). Through our ongoing research and development, we expect to
continue to improve StealthShoe(TM) and move into commercial production in the
near future.

     StealthShoe(TM) consists of two layers of material, bonded in a proprietary
way which includes metal preparation and rubber treatment methods that when
combined with our custom blend of adhesives creates a unique bonding process.
The shoe has an aluminum substrate and an outer face of tire-grade rubber.
Stealthshoe(TM) differs from other horse shoe manufactures as the aluminum
substrate forms a pocket in which the rubber is inserted and bonded. We are not
aware of any other manufacturer that combines rubber and the base of the
horseshoe in this manner utilizing the pocket formed on the aluminum substrate
and our unique bonding process. We believe that the rubber layer protects the
horse's legs by cushioning the impact of each step. We are also in the process
of creating a product with a steel substrate, for more heavy duty applications,
such as police horses and carriage horses. We are currently developing the steel
substrate horseshoe and intend to commence manufacturing the steel substrate by
the end of July 2005.

     Over the next several months, we intend to complete research and testing
and rollout our first commercial product at racetracks and training stables in
the eastern United States. In order to accomplish this rollout, we have entered
into a manufacturing and marketing agreement with Victory Racing Plate Co. We
intend to continually update and refine our products to increase customer
satisfaction. Although we intend to continually refine our products, we do not
need additional research and development to sell StealthShoe(TM).

Manufacturing

     We manufacture our prototype products in our facility at 5 Erie Street in
Garfield, New Jersey. Our facility consists of an approximately 1,600 square
foot manufacturing area, equipped with machine tools, metal and rubber stamping

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equipment, lathes, power saws and other industrial equipment, plus storage for
materials. This facility is adequate for our present prototype manufacturing
needs.

     On December 9, 2004, in order to commence commercial production we entered
into a Standard Manufacturing and Marketing Agreement with Victory Racing Plate
Co. ("Victory"). Victory has agreed to provide all dies and materials for metal
horseshoe production. We will provide the rubber insert and the process for
bonding the metal and the rubber using our proprietary boding process. In
addition, both parties have agreed to use their best efforts in promoting the
StealthShoe and Victory has agreed to assist in the distribution of the
Stealshoe using its existing distribution channels. As of the date hereof, we
have no agreement with Victory regarding the revenue sharing from sales made
through Victory. We are presently in negotiation regarding the revenue sharing
pursuant to our agreement with Victory.

Marketing

     There are two distinct markets for our product. The first consists of
owners and trainers of professional racehorses, which is the market we have
commenced focusing on commencing in late January 2005 when we will attend the
Hoof Care Summit with Victory in Cincinnati, Ohio. Our sole marketing effort to
date has been the attendance of the Hoof Care Summit. In the near future, we
intend to market to this segment using management's contacts as well as
Victory's distribution channels. Within six months after the Hoof Care Summit,
we intend to market the Stealhshoe, include a model using the steal substrate,
to other professional horse users (mounted police, commercial riding stables and
the like) and to general horse owners and veterinarians as a therapeutic shoe
for lame horses. During each stage, together with Victory, management will
market Stealthshoe to existing contacts of Victory and our company. In addition,
we will attend trade shows and advertise in trade magazines. We expect to incur
costs throughout 2005 of approximately $100,000 in connection with our marketing
efforts.

Competition

     Our competition are manufacturers of the traditional steel or aluminum
shoe. No other manufacturer is engaged in the manufacture and marketing of
rubber shoes. The traditional horseshoe market is dominated by Victory Racing,
St. Croix and Kercourt, which we believe have an equal percentage of the
traditional horseshoe market. These competitors manufacturing the traditional
steel or aluminum shoe are better capitalized, have been engaged in the
horseshoe business for an extended period of time and may be able to develop a
rubber shoe that would directly compete with the Stealthshoe. As of the date
hereof, we are not aware of any efforts of these competitors to produce a rubber
based horseshoe. Based on management's experience in the horseshoe industry, we
believe that competition in the horseshoe industry is based on price, durability
and comfort.

Raw Materials

     We purchase our raw materials, consisting of metal plates and recycled
rubber, from a number of manufacturers. There are no exclusive suppliers for our
raw materials, which are available from numerous suppliers. We purchase our
bonding material from a supplier who manufacturers it according to our
proprietary formula.

     All of the funds spent by us in the last two years were used for salaries
and research and development expenses. Of this amount, approximately $296,000
was spent on research and development expenses.

Employees

     We have three full time employees. Sam Serritella, serves as our President,
CEO and CFO. Mr. Serritella handles all financial responsibilities including the
overseeing of all corporate governance issues. Mr. Seritella is also involved in
research and development and acts as a liaison to the horse racing industry. Mr.
Kouletas handles the day to day operations and is responsible for manufacturing
of our product as well as the development of all manufacturing and distribution
third party relationships. In addition, we also have an employee that provides
administrative services.

Intellectual Property

     We regard our copyrights, service marks, trademarks, trade dress, trade
secrets and similar intellectual property as critical to our success. In
addition, we have filed for patent protection for our proprietary technology. We
can give no assurance that any such patent will be granted for our
StealthShoe(TM) technology. We rely on trademark and copyright law, trade secret
protection and confidentiality or license agreements with our employees,
customers, partners and others to protect our proprietary rights. We have
received a trademark for use of the term "StealthShoe(TM)". We have filed a
patent application with the United States Patent and Trademark Office which
seeks to patent the process or method by which the Company attaches rubber to a

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<PAGE>
groove on a metal base horseshoe member and the resulting horseshoe. As of the
date hereof, our patent application is pending. Our U.S. patent application
number is 11/001,742.


ITEM 2. DESCRIPTION OF PROPERTIES

     We currently maintain our executive offices and research and development
facilities at 5 Erie Street, Garfield, New Jersey 07026. Our telephone number at
that address is (973) 253-6131. This facility consists of a 1,600 square foot
manufacturing facility and approximately 1,500 square feet of office space. Our
lease for these facilities is on a month to month basis pursuant to a verbal
agreement at the rate of $2,500 per month. This facility is in good working
condition and we expect this facility to satisfy our needs for the next 12
months. We lease our facilities from Rub Enterprises, an unaffiliated third
party.

ITEM 3. LEGAL PROCEEDINGS

     As of the date hereof, the Company is not a party to any legal proceedings,
and none are known to be contemplated against the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fiscal year
ended December 31, 2004.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no market for our common stock.

     As of June 1, 2005, there were approximately 239 holders of record of our
common stock and 30,694,480 shares of common stock outstanding. Approximately,
267,302 shares of common stock are eligible for resale under Rule 144. We have
no options and warrants outstanding.

     We have appointed Liberty Transfer Co., Inc., P.O. Box 558, Huntington, NY
11743, as transfer agent for our shares of common stock.

Equity Compensation Plan Information

     As of December 31, 2004, we have not had any equity compensation plans
outstanding.

ITEM 6. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     Some of the information in this Form 10-KSB contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "expect," "anticipate,"
"believe," "estimate" and "continue," or similar words. You should read
statements that contain these words carefully because they:

     o    discuss our future expectations;
     o    contain projections of our future results of operations or of our
          financial condition; and
     o    state other "forward-looking" information.

     We believe it is important to communicate our expectations. However, there
may be events in the future that we are not able to accurately predict or over
which we have no control. Our actual results and the timing of certain events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors.

Critical Accounting Policies

Equipment

     Equipment is recorded at cost, less accumulated depreciation. Depreciation
expense is provided on a straight-line basis, using estimated useful lives of 3
years for equipment. The costs of improvements on leased property are
capitalized as leasehold improvements and are amortized on a straight-line basis
using an estimated useful life of 3 years, which represents the applicable lease
period, plus any renewal periods, which are expected to be exercised. Routine
maintenance and repairs are charged to expense as incurred. Major replacements
and improvements are capitalized. When assets are sold or retired, the related
cost and accumulated depreciation are removed from the accounts and gains or
losses from dispositions are credited or charged to income.

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Income Taxes

     We follow the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized as income in the
period that included the enactment date. Deferred tax assets resulting
principally from operating losses have not been recognized.

Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Fair Value Of Financial Instruments

     Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management. The respective
carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments included accrued expenses, and
other current liabilities. Fair values were assumed to approximate carrying
values for these financial instruments since they are short-term in nature or
they were payable on demand.


Going Concern

At December 31, 2004, we reported a stockholders' deficit of $283,226 and we
have significant capital needs, which to date has been met through private sales
of our equity. We will continue to need substantial infusions of capital, which
we expect to continue to fund primarily from private sales of its equity and
loans, or by a public offering of its equity or debt securities

Plan of Operation

     We were founded to develop, manufacture, market and distribute unique
rubber horseshoes and related services. The founder of our company, Samuel
Serritella, recognized an opportunity to develop a product that we believe would
take less of a toll on the legs of horses as compared to conventional iron or
aluminum shoes. Our initial market is the horse racing industry; however, we
believe our product may be used on any type of horse. If the StealthShoe(TM)
becomes established in the horse racing industry, we intend to broaden our
market to include shoes for horses used in an urban setting, such as police
horses and carriage horses, shoes for therapeutic purposes for lame horses and
shoes for the general horse owner market.

     After nearly three years of research and development by our founders, we
have tested StealthShoe(TM) product in actual racing conditions. We are moving
to increase our pool of research subjects to study the strength and wear
characteristics of our product. Through our ongoing research and development, we
expect to continue to improve our products and eventually move into commercial
production. Currently, Sam Serritella and Gary Kouletas head our research and
development. We have set up a small scale manufacturing facility to produce our
product for testing purposes. This includes cutting and milling materials as
well as bonding our products. Through this process we have been able to test
adhesives and compare different aluminums and different steel as well as testing
different rubber samples.

     We have entered a manufacturing and marketing agreement with Victory Racing
Plate Company, a company that has been involved in the horseshoe industry for 75
years. However, we have not yet reached an agreement with Victory regarding
price and/or profit sharing in connection with our combined manufacturing and
marketing efforts. Together with Victory, we introduced the Stealthshoe into the
horseshoe market at the international hoof care summit in Cincinnati, Ohio on
January 29, 2005. Within the next month, Victory will begin to market the
Stealthshoe to strategic parts of the country, beginning with the east coast.
These marketing efforts will include video marketing, print ads, attendance at
trade shows and consignment to various distributors. We expect to incur
approximately $250,000 in costs in connection with marketing and production
(including the purchase of raw materials) during this period. We will utilize
Victory's established distribution channels.

     After six months of manufacturing the aluminum shoe, together with Victory,
we will begin the manufacturing of the steel substrate model to accommodate the
police and carriage horse market. We expect to incur costs related to marketing
and production (including the purchase of raw materials) of approximately
$150,000.

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     Six months after we have introduced our product to the police and carriage
horse market, we will begin to market the shoe to other markets including the
pleasure horse and Amish horse markets. We expect to incur costs related to
marketing and production of approximately $100,000.

     We expect these costs to be funded by sales of our common stock or debt
financing. Victory will be absorbing start up die costs.

     To date, we expended approximately $296,000 in Research and Development
costs. These amounts are included in the General and Administrative expenses in
the accompanying financial statements.

     We have incurred net losses in the aggregate of $1,331,846 since our
inception though the year ended December 31, 2004. The net loss for the year
ended December 31, 2002 was $78,307. The net loss for the year ended December
31, 2003 was $470,365 and the net loss for the year ended December 31, 2004 was
$783,174. The net loss consists of general and administrative expenses and
research and development expenses. To the extent that we are unable to secure
additional external financing, and/or generate cash revenue from operations, our
ability to continue as a going concern may be adversely affected.

     We anticipate losses to continue because we expect to incur additional
costs and expenses related to:

     o    brand development which includes updating the design and engineering
          our horseshoe (estimated to be approximately $50,000);

     o    marketing and other promotional activities which includes attending
          trade shows, creating of pamphlets, displays and videos and media
          advertisements (estimated to be approximately $50,000);

     o    expansion of operations including the updating of office equipment and
          our R&D facility (estimated to be approximately $150,000);


     o    purchase of raw materials such as aluminum, rubber and adhesives
          (estimated to be approximately $500,000); and

     o    monthly operating expenses which includes general operating equipment,
          professional fees and other administrative expenses (estimated to be
          approximately $250,000).

     We do not expect to purchase or sell any plant or significant equipment and
we do not expect for there to be a significant change in the number of our
employees during the upcoming year.

Liquidity and Capital Resources

     On December 31, 2004, we had cash resources of $146 with total current
liabilities of $300,569, including normal trade payables. Based on our existing
expenses, we expect to be able to continue our operations for two months and we
will need to raise approximately $1,000,000 in new capital to fund our
operations during the next year. We are currently operating using cash generated
from the sale of our common stock or from funds loaned by our Chief Executive
Officer. Since we commenced operations in the horseshoe industry through the
year ended December 31, 2004, Mr. Serritella, our Chief Executive Officer, has
loaned $261,977 to our company to fund our research and development and working
capital. We have repaid Mr. Serritella $138,540 as of December 31, 2004, which
has resulted in an outstanding balance of $123,437 as of December 31, 2004.
These loans are interest free and are due on demand. We expect to use the funds
generated, if any, for the purchase of raw materials, brand development,
expansion of our operations and general monthly expenses. This calculation is
based on its average current monthly expense level of approximately $20,000 per
month. In order to raise the new capital, we may engage in public or private
financing, strategic relationships or other arrangements. We do not have any
commitment from Mr. Serritella to engage in additional financing. There can be
no assurance that such additional funding whether from third parties or Mr.
Serritella will be available on terms acceptable to our company, or at all. If
adequate funds are not available on acceptable terms, we may be unable to
develop or enhance our products or take advantage of future opportunities either
of which could have a material adverse effect on our business, results of
operations and financial condition.

     During the year ended December 31, 2002, we issued and sold convertible
debentures in the amount of $52,800, which were convertible into its common
stock at $.25 per share. Each of the debenture holders converted the debentures
into an aggregate of 211,200 shares of common stock.

     From October 9, 2003 through October 11, 2004, we issued and sold shares of
common stock in the aggregate amount of $479,306 at $.25 per share, which
resulted in the issuance of 1,903,280 shares of common stock.

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On October 11, 2004, we issued an aggregate of 1,500,000 shares to three parties
in consideration for shares of common stock in Innovative Cooling Enterprises,
Inc. The three parties did not deliver to us the shares of Innovative Cooling
Enterprises, Inc. As a result, in May 2005, the three parties returned the
1,500,000 shares we previously issued to us for cancellation.

     On November 10, 2004, we issued and sold shares of common stock in the
aggregate amount of $20,000 at $.25 per share to two accredited investors, which
resulted in the issuance of an aggregate of 80,000 shares of common stock.

Off-Balance Sheet Arrangements

     We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on us.

ITEM 7. FINANCIAL STATEMENTS

We are filing the following reports, financial statements and notes to financial
statements with this Annual Report. These reports may be found following Part
III of this Annual Report.

The Audited Financial Statements for the Year Ending December 31, 2002, with
related report of auditor and notes to financial statements, are attached hereto
following the end of the Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES

     In November 2002, subsequent to the change in control of our company in
connection with the Exchange Stock Agreement entered with International
Surfacing, Inc., a New Jersey corporation, we ceased all contact with Weinberg &
Company, P.A. ("Weinberg"), which effectively resulted in the resignation of
Weinberg.

     On January 2, 2003, we engaged Tedder James Worden & Associates ("Tedder"),
as our principal independent accountant. This decision to engage Tedder was
taken upon the unanimous approval of our Board of Directors.

     During the two fiscal years ended December 31, 2001 and December 31, 2000,
and through to Weinberg's resignation, (i) there were no disagreements between
our company and Weinberg on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Weinberg would have caused Weinberg to make
reference to the matter in its reports on our financial statements, and (ii)
Weinberg's report on our financial statements did not contain any other adverse
opinion, disclaimer of opinion, or modification or qualification of opinion
except that Weinberg's opinion in its report on our financial statements for the
years ended December 31, 2001 and 2000 expressed substantial doubt with respect
to our ability to continue as a going concern due to the fact that we are in the
development stage, have no established source of revenue and are dependent on
our ability to raise capital from stockholders or other sources to sustain
operations. It should be noted that Weinberg did not account, review or audit
our financial statement for December 31, 2003 and 2002 or through to its


resignation. During the last two most recent fiscal years ended December 31,
2003 and December 31, 2002 and through its resignation, there were no reportable
events as the term described in Item 304(a)(1)(iv) of Regulation S-B; provided,
however, Weinberg did not account, review or audit our financial statement for
December 31, 2003 and 2002 or through its resignation.

     During the two most recent fiscal years and through the Resignation, we
have not consulted with Tedder regarding either:

     1.   the application of accounting principles to any specified transaction,
          either completed or proposed, or the type of audit opinion that might
          be rendered on the Company's financial statements, and neither a
          written report was provided to the Company nor oral advice was
          provided that Tedder concluded was an important factor considered by
          the Registrant in reaching a decision as to the accounting, auditing
          or financial reporting issue; or

     2.   any matter that was either subject of disagreement or event, as
          defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
          instruction to Item 304 of Regulation S-B, or a reportable event, as
          that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.

     On March 22, 2004, our accountants, Tedder, James, Worden & Associates
("Tedder") tendered their resignation as our independent accountants.

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<PAGE>

     Tedder's report on our financial statements for the year ended December 31,
2002 did not contain any adverse opinion or disclaimer of opinion, nor was it
modified as to uncertainty, audit scope or accounting principles. There were no
disagreements with Tedder on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. Tedder's report
did raise certain doubts regarding our ability to continue as a going concern.

     On March 22, 2004, our Board of Directors engaged the firm of Jerome
Rosenberg, CPA, P.C. as independent accountant to audit our financial statements
for the period ending December 31, 2003.

     During the two most recent fiscal years (ended December 31, 2003 and 2002),
and from January 1, 2004 to the date of engagement, neither our company nor
anyone on its behalf consulted with Jerome Rosenberg, CPA, P.C. regarding the
application of accounting principles to a specified transaction whether
completed or uncompleted, the type of audit opinion that might be rendered on
our financial statements or as to any matter that was either the subject of a
disagreement with the previous independent auditor or was a reportable event.

ITEM 8A. CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. There was no change in our internal controls or in other
factors that could affect these controls during our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our directors and executive officers are as follows:



--------------------------------------------------------------------------------
                               DIRECTOR OF
NAME AND ADDRESS         AGE   OFFICER SINCE     POSITION
--------------------------------------------------------------------------------
Samuel M. Serritella     58       2002           President, Chief Executive
                                                 Officer, Chief Financial
                                                 Officer, Chairman of the Board
--------------------------------------------------------------------------------
Gary Kouletas            28       2002           Vice President
--------------------------------------------------------------------------------
Thomas R. Miller         65       2002           Director
--------------------------------------------------------------------------------
Michael Luterzo          45       2002           Director
--------------------------------------------------------------------------------


Samuel Serritella serves as our President, Chief Executive Officer, Chief
Financial Officer and Chairman of the Board of Directors since November 2002.
Before his involvement in our company, since 1995, Mr. Serritella has been
self-employed in the tire recycling business where he was engaged in the
producing and selling of rubber chips. Mr. Serritella spends more than 40 hours
per week on our business.

                                       9
<PAGE>
Gary Kouletas serves as a Vice President of our company. Before joining our
company in 2002, Mr. Kouletas was engaged in the development of real estate
residential projects. Since 1996, Mr. Kouletas has owned and operated a number
of residential real estate projects in northern New Jersey under the name of
Kouletas Real Estate, a family owned entity. Mr. Kouletas was engaged in the
administration and management of the business. Mr. Kouletas attended William
Paterson College and Montclair State University, both located in New Jersey. Mr.
Kouletes spends more than 40 hours per week on our business.

Thomas Miller is a director of our company. Mr. Miller has had a varied career
in the mining industry as a developer of new mining methods and inventor of
mining machinery. Mr. Miller has been granted eight U.S. patents and five
foreign patents on drilling and mining devices. Since 1998, Mr. Miller has owned
and operated Interstate Environmental Technologies, Inc., a tire recycling
business of which he is president.

Michael Luterzo is a Director of our company and is a member of the Compensation
Committee and the Audit Committee. Mr. Luterzo has over thirty years of
experience in metal fabrication and manufacturing. Since 1990, Mr. Luterzo has
been employed at Tappan Wire + Cable, Inc., where he currently holds the
position of Vice President of Sales and Marketing. Tappan Wire + Cable, Inc.
manufacturers wire and wire cables for industrial uses, such as cranes and
fencing.

The above listed directors will serve until the next annual meeting of the
stockholders or until their death, resignation, retirement, removal, or
disqualification, and until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Our officers serve at the will of the Board of
Directors. There are no agreements or understandings for any officer or director
to resign at the request of another person and no officer or director is acting
on behalf of or will act at the direction of any other person. There is no
family relationship between any of our executive officers or directors.

BOARD COMMITTEES. The Board of Directors has established a Compensation
Committee consisting of Mr. Serritella and Mr. Luterzo and an Audit Committee
whose members are Mr. Serritella and Mr. Luterzo. The Company does not have a
financial expert on its audit committee.

No members of the Compensation Committee serve on any other boards with any of
our officers or directors.

DIRECTOR COMPENSATION. Our directors do not receive any cash or other
compensation for their service as members of the Board of Directors, although
they are reimbursed for travel and lodging expenses in connection with
attendance at Board meetings.

Code of Ethics

     We have adopted a Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of our officers, directors and
employees.


Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
regulations of the Securities and Exchange Commission promulgated thereunder,
require our directors, executive officers and persons who own more than 10% of a
registered class of our equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission, and provide us
with copies of such reports. Based solely on a review of the copies of the
reports furnished to us, or written representations that no reports were
required to be filed, we believe that during the fiscal year ended December 31,
2003 none of the Section 16(a) filing requirements applicable to our directors,
officers, and greater than 10% beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

     The following tables set forth certain information regarding our CEO and
each of our most highly compensated executive officers whose total annual salary
and bonus for the fiscal year ending December 31, 2003, 2002 and 2001 exceeded
$100,000.

                                       10
<PAGE>
<TABLE>
<CAPTION>
                           Summary Compensation Table



--------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                             <C>               <C>
Name and Principal           Year          Annual Compensation           All Other Awards       Other Annual
Long-Term Position                         Salary($) Bonus($)                                   Compensation
Compensation                               Compensation
--------------------------------------------------------------------------------------------------------------
Samuel M. Serritella         2002               --                       $     0                     --
President + CEO              2003          $74,094                       $50,000                     --
                             2004          $78,000                       $     0               $194,000
--------------------------------------------------------------------------------------------------------------
Gary Kouletas                2002               --                       $     0               $      0
Vice President               2003          $36,200                       $50,000                     --
                             2004          $28,250                       $     0               $218,000
--------------------------------------------------------------------------------------------------------------
Louis Paulucci(1)            2002               --                       $     0               $      0
Vice President               2003          $35,900                       $50,000                     --
                             2004               --                       $     0               $      0
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Resigned as an officer in July 2004.

We did not pay to our Chief Executive Officer or any executive officer any
compensation intended to serve as incentive for performance to occur over a
period longer than one year pursuant to a long-term incentive plan in the years
ended December 31, 2002 and December 31, 2003.

We do not have any defined benefit or actuarial plan with respect to our Chief
Executive Officer or any executive officer under which benefits are determined
primarily by final compensation and years of service.

Stock Option Grants in Last Fiscal Year

     All stock options granted during the last fiscal year have been cancelled.

Aggregate Option Exercises in Last Fiscal Year

     None of the named executive officers exercised options during the year
ended December 31, 2002.

Employment Agreements

     We presently do not have any employment agreements

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information regarding the beneficial
ownership of our common stock as of May 25, 2005. The information in this table
provides the ownership information for:

     o    each person known by us to be the beneficial owner of more than 5% of
          our Common Stock;

     o    each of our directors;

     o    each of our executive officers; and

     o    our executive officers and directors as a group.

     Beneficial ownership has been determined in accordance with the rules and
regulations of the SEC and includes voting or investment power with respect to
the shares. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them. Common stock beneficially owned and
percentage ownership is based on 30,754,480 shares outstanding on May 25, 2005,
and assuming the exercise of any options or warrants or conversion of any
convertible securities held by such person, which are presently exercisable or
will become exercisable within 60 days after May 25, 2005.

                                       11
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------

Name and Address                         Number of Shares Beneficially Owned    Percent of Class
---------------------------------------- -------------------------------------- --------------------------------------
<S>               <C>                    <C>                                    <C>
Samuel Serritella (1) **                 6,972,750                              21.67%

---------------------------------------- -------------------------------------- --------------------------------------
Gary Kouletas (1) **                     1,490,000                               4.77%

---------------------------------------- -------------------------------------- --------------------------------------
Richard Ciarletta (1) **                   270,000                                *

---------------------------------------- -------------------------------------- --------------------------------------
Thomas R. Miller (1) **                    100,000                                *

---------------------------------------- -------------------------------------- --------------------------------------
Michael Luterzo (1) **                      60,000                                *

---------------------------------------- -------------------------------------- --------------------------------------
Theresa Cavalomagno                      2,000,000                               6.50%
35 Garwood Court
Garfield, NJ 07026

---------------------------------------- -------------------------------------- --------------------------------------
Nicole Horvath                           2,000,000                               6.50%
179 Farnham Ave.
Lodi, NJ 07644

---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
All officers and directors as a          8,892,750                              28.91%
Group (5 people)

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
*Less than one percent
** Address is c/o International Surfacing, Inc., 5 Erie Street, Garfield, New
Jersey 07026

(1) Officer and/or director of our company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In November 2002, International-NJ exchanged all of its shares held in our
company with the shareholder of International-NJ. Consequently, the shareholder
of International-NJ became the shareholder of our company and we thereafter
changed our name to International Surfacing, Inc. in December 2002. There were
no fees paid to any person as consulting fees, finders' fees or financial
services fees related to the International-NJ's acquisition of our common stock
or the exchange. We have not undergone any bankruptcy, receivership or similar
proceeding and, except as set forth above, we have not undergone any material
reclassification, merger, consolidation or purchase of a significant amount of
assets not in the ordinary course of business.

     Since we commenced operations in the horsehoe industry, Mr. Serritella, our
Chief Executive Officer, has loaned approximately $261,977.13 to our company to
fund our research and development and working capital. We have repaid Mr.
Serritella approximately $138,540.00, which has resulted in an outstanding
balance of $123,437.13 as of December 31, 2004. These loans were based on a
verbal agreement, do not bear interest and are due on demand.

     We have entered into a verbal agreement with Sam Serritella, an executive
officer and a director, and Gary Kouletas, an executive officer, to issue
661,000 shares valued at an estimated fair value of $.25 per share for reduced
salaries from November 1, 2002 through December 31, 2003, for services rendered.
We recorded compensation expense of $48,107 for the year ended December 31, 2002
and $117,143 for the year ended December 31, 2003 relating to the agreements.
The compensation expense recorded is included in accrued liabilities at December
31, 2004 in the accompanying financial statements.

     On October 11, 2004, we issued 1,000,000 shares of common stock to each Sam
Serritella and Gary Kouletas for services rendered to our company.

ITEM 13. EXHIBITS

                                       12
<PAGE>
Exhibit
Number            Description

3.1      Certificate of Incorporation. (1)

3.2      Bylaws (1)

3.3      Certificate of Amendment to the Certificate of Incorporation (1)

3.4      Certificate of Amendment to the Certificate of Incorporation (1)

10.1     Exchange of Stock Agreement dated November 2002 by and between
         International Surfacing, Inc., a New Jersey corporation, and the
         Stockholders of International Surfacing, Inc., a New Jersey corporation
         (1)

10.2     Securities Purchase Agreement entered by and between Pierce Mill
         Associates, Inc. and International Surfacing, Inc., a New Jersey
         corporation (1)

10.3     Standard Manufacturing and Marketing Agreement dated December 9, 2004
         by and between International Surfacing, Inc. and Victory Racing Plate
         Co.(2)

14.1     Code of Ethics (1)

16.1     Responsive letter of Weinberg & Company, P.A. (1)

16.2     Responsive letter of Tedder, James, Worden & Associates, Independent
         Auditors (1)

31.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

_____________________________

(1) Incorporated by reference to the Form SB-2 Registration Statement File No.
333-120408 filed with the Securities and Exchange Commission on November 12,
2004.
(2) Incorporated by reference to the Form SB-2/A Registration Statement File No.
333-120408 filed with the Securities and Exchange Commission on February 11,
2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The aggregate fees paid to our auditors for professional services rendered
for the audit of our annual financial statements for the fiscal years ended
December 31, 2004 and 2003 and review of the financial statements included in
our Form 10-QSBs for such fiscal years totaled $27,500, and $5,000,
respectively.

AUDIT RELATED FEES

     During the fiscal years ended December 31, 2004 and 2003, no fees were
billed for any audited related fees by our auditors.

ALL OTHER FEES

     During the fiscal years ended December 31, 2004 and 2003, no fees were paid
to our auditors, other than for audit services described above.

TAX FEES

     During the fiscal years ended December 31, 2004 and 2003, our auditors were
not paid any fees for tax related services.


                                       13
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

International Surfacing, Inc.

Dated: June 3, 2005

By:

/s/ Samuel Serritella
---------------------
Samuel Serritella
President, Chief Executive Officer, Principal
Financial/Accounting Officer




In accordance with the Exchange Act, the report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.





Date:  June 3, 2005           By: /s/ Samuel Serritella
                                      -----------------------------
                                      Samuel Serritella, Director

Date:  June 3, 2005           By: /s/ Michael Luterzo
                                      -----------------------------
                                      Michael Luterzo, Director


Date:  June 3, 2005           By: /s/ Thomas R. Miller
                                      -----------------------------
                                      Thomas R. Miller, Director

                                       14
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors
International Surfacing, Inc.:

We have audited the accompanying balance sheet of International Surfacing, Inc.
(A Developmental Stage Company), (the "Company") as of December 31, 2004 and
December 31, 2003, and the related statements of operations, stockholders'
deficit, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Surfacing, Inc.,
as of December 31, 2004 and December 31, 2003, and the results of their
operations and cash flows for the years then ended in conformity with U.S.
Generally Accepted Accounting Principles.

The accompanying financial statements have been prepared assuming that
International Surfacing, Inc. will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company's cumulative losses during the
development period, and the need to obtain substantial additional funding to
complete its development raises substantial doubt about their ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.






                                        /S/Jerome Rosenberg, CPA, P.C
                                        -----------------------------
                                        Jerome Rosenberg, CPA, P.C
                                        Melville, NY
                                        April 13, 2005

                                       F-1
<PAGE>


                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                                 BALANCE SHEETS

                        As of December 31, 2004 and 2003
<TABLE>
<CAPTION>

                                  ASSETS                                      2004                2003
                                                                         ---------------    -----------------
<S>                                                                          <C>                    <C>
       Current Assets:
       Cash                                                              $          146     $        2,711
       Loans receivable                                                             290              2,500
       Other receivable                                                             150                  -
                                                                         ---------------    ---------------
               Total current assets                                                 586              5,211
                                                                         ---------------    ---------------

       Equipment less accumulated depreciation and amortization of
           $10,012 at December 31, 2004 and $4,313 at December 31,
           2003                                                                  11,757             12,733
       Security deposits                                                          5,000              5,000
                                                                         ---------------    ---------------


                  Total assets                                           $       17,343     $       22,944
                                                                         ===============    ===============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

       Current liabilities:
             Accounts payable                                            $       91,882      $      29,114
             Accrued expenses                                                    77,250            165,250

             Loans payable-other                                                  8,000                  -
             Due to officer (Note 5)                                            123,437             24,105
                                                                         ---------------    ---------------
                 Total current liabilities                                      300,569            218,469
                                                                         ---------------    ---------------
        Stockholders' deficit:
              Preferred stock, par value $.0001, per share;
               authorized 20,000,000 shares, none issued and
               outstanding                                                            -                  -

              Common stock, par value $.0001, per share; 100,000,000 shares
               authorized, 32,194,480 shares issued and outstanding at December
               31, 2004 and
               26,424,080 shares issued and outstanding at December
               31, 2003                                                           3,219              2,642
              Additional paid in capital                                      1,045,401            350,505
              Deficit accumulated during the
                 developmental stage                                         (1,331,846)          (548,672)
                                                                         ---------------    ---------------
                  Total stockholders' deficit                                  (283,226)          (195,525)
                                                                         ---------------    ---------------
                 Total liabilities and stockholders' deficit             $       17,343     $       22,944
                                                                         ===============    ===============

</TABLE>
   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements

                                      F-2

<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF OPERATIONS

                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                       Year ended              Year ended            Cumulative
                                                                       December 31,            December 31,           Development
                                                                          2004                    2003                  Stage

                                                                 --------------------    -------------------   --------------------
<S>                                                                        <C>                    <C>                    <C>
Expenses:
Research and development                                         $            20,783     $          250,926    $           295,955
General and administrative                                                   344,692                 98,171                448,629
Compensation expense                                                         412,000                117,143                577,250
Depreciation and amortization                                                  5,699                  4,125                 10,012
                                                                 --------------------    -------------------   --------------------
Total expenses                                                               783,174                470,365              1,331,846
                                                                 --------------------    -------------------   --------------------
Net loss                                                         $          (783,174)    $         (470,365)   $        (1,331,846)
                                                                 ====================    ===================   ====================
Basic and fully diluted loss per common share                    $              (.03)    $             (.02)
                                                                 ====================    ===================
Weighted average number of shares outstanding                             28,391,313             25,660,860
                                                                 ====================    ===================

</TABLE>

   The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                 For the Years Ended December 31, 2004 and 2003



                                                                                          Additional                      Total
                                                                Common Stock               Paid-in      Accumulated    Stockholders'
                                                             Shares         Amount         Capital        Deficit        Equity
                                                        ---------------  -------------  -------------   -----------  ---------------
<S>                                                            <C>             <C>            <C>             <C>          <C>
Balances at January 1, 2003                                 25,211,200   $      2,521   $     36,039    $  (78,307)  $      (39,747)

Sale of common stock                                         1,212,880            121        314,466             -          314,587

Net loss for the year ended December 31, 2003                        -              -              -      (470,365)        (470,365)
                                                        ---------------  -------------  -------------   -----------  ---------------

Balances at December 31, 2003                               26,424,080          2,642        350,505      (548,672)        (195,525)
                                                        ---------------  -------------  -------------   -----------  ---------------

Sale of common stock                                         3,770,400            377        195,096             -          195,473
Issuance of common stock for compensation (Note 10)          2,000,000            200        499,800             -          500,000
Net loss for the year ended December 31, 2004                        -              -              -      (783,174)        (783,174)
                                                        ---------------  -------------  -------------   -----------  ---------------
Balances at December 31, 2004                               32,194,480   $      3,219   $  1,045,401   $(1,331,846)  $     (283,226)
                                                        ===============  =============  =============  ============  ===============
</TABLE>


                The accompanying notes and independent auditors'
       report should be read in conjunction with the financial statements


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

                 For the Years Ended December 31, 2004 and 2003

                                                                          Year ended       Year ended      Cumulative
                                                                         December 31,     December 31,     Development
                                                                             2004            2003            Stage
<S>                                                                           <C>                <C>           <C>
                                                                         --------------   --------------   --------------
Cash flows from operating activities:
Net loss                                                                $    (783,174)   $    (470,365)   $  (1,331,846)
Adjustments to reconcile net loss to net cash used in operating
    activities:
        Depreciation and amortization                                           5,699            4,125           10,012
        Compensation expense                                                  412,000                -          412,000

Changes in assets and liabilities:
        (Increase) decrease in loans receivable                                 2,210           (2,500)            (290)
        (Increase) decrease in other receivable                                  (150)               -             (150)
        (Increase) decrease in security deposits                                    -                -           (5,000)
        (Decrease) in bank overdraft                                                -           (3,102)               -
        Increase in accounts payable                                           62,768           29,114           91,882
        Increase (decrease) in accrued expenses                                     -          115,286          165,250
        Increase in loans payable-other                                         8,000                -            8,000
                                                                        --------------   --------------   --------------

Net adjustment to reconcile net income to net cash
provided (used) in operating activities:                                     (490,527)         142,923          681,704
                                                                        --------------   --------------   --------------

Net cash used in operating activities                                        (292,647)        (327,442)        (650,142)
                                                                        --------------   --------------   --------------
          Cash flows from investing activities:
        Payment made in connection with recapitalization                            -                -          (15,000)
        Purchase of equipment                                                  (4,723)          (8,539)         (21,769)
                                                                        --------------   --------------   --------------

Net cash used in investing activities                                          (4,723)          (8,539)         (36,769)
                                                                        --------------   --------------   --------------

Cash flows from financing activities:
        Issuance of additional shares of common stock                             377              121            1,258
        Additional paid in capital arising from issuance of additional
        shares                                                                195,096          314,466          509,562
        Execution of convertible notes payable                                      -                -           52,800
        Increase in due to officer                                             99,332           24,105          123,437
                                                                        --------------   --------------   --------------

Net cash provided by financing activities                                     294,805          338,692          687,057
                                                                        --------------   --------------   --------------

Net increase (decrease) in cash                                                (2,565)           2,711              146
Cash at beginning of period                                                     2,711                -                -
                                                                        --------------   --------------   --------------
          Cash at end of period                                         $         146    $       2,711    $         146

                                                                        ==============   ==============   ==============

Interest paid                                                           $      13,861    $       9,800
                                                                        ==============   ==============
                Taxes paid                                              $         500    $           -
                                                                        ==============   ==============
</TABLE>

     The accompanying notes and independent auditors' report should be read
                  in conjunction with the financial statements


                                       F-5
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                           NOTES FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2004 and 2003

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) CORPORATE ORGANIZATION

Harmonica Acquisition Corporation a Delaware corporation ("the Company") was
formed on March 24, 1999, but did not conduct any operating activities nor
generate any revenues and was dormant until January 2002.

The Company was founded to develop, manufacture, market and distribute rubber
horseshoes and related products. The Company's initial target markets are the
horse racing and equestrian industries. Management believes that the product can
be utilized throughout the equine world.

In December 2002, International Surfacing Inc. purchased all of the outstanding
common stock of the Company for $15,000 in a transaction deemed to be a
recapitalization. As a part of the overall transaction, International Surfacing
Inc., exchanged its common shares of the Company for its own common shares
through an exchange agreement with its shareholder, and the Company subsequently
changed its name to International Surfacing Inc. The Company previously
accounted for the loss on the acquisition as an impairment loss. The
accompanying financial statements have been restated to treat the loss on the
acquisition as a reduction of paid-in capital; and the acquisition as a
recapitalization.

The Company has 20,000,000 shares of preferred stock authorized with a par value
of $.0001 and 100,000,000 shares of common stock authorized with a par value of
$.0001. There are no shares of preferred stock that have been issued.

(B) EQUIPMENT

Equipment is recorded at cost, less accumulated depreciation. Depreciation
expense is provided on a straight-line basis, using estimated useful lives of 3
years for equipment. The costs of improvements on leased property are
capitalized as leasehold Improvements and are amortized on a straight-line basis
using an estimated useful life of 3 years, which represents the Company's
estimate that it would need larger facilities in three years and would have to
vacate the current facilities. Routine maintenance and repairs are charged to
expense as incurred. Major replacements and improvements are capitalized. When
assets are sold or retired, the related cost and accumulated depreciation are
removed from the accounts and gains or losses from dispositions are credited or
charged to income.


                                      F-6
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2004 and 2003

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

(C) INCOME TAXES

The Company follows the asset and liability method of accounting for income
taxes. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized as
income in the period that included the enactment date. Deferred tax assets
resulting principally from operating losses have not been recognized.

(D) ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(E) FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. The respective carrying value
of certain on-balance-sheet financial instruments approximated their fair
values. These financial instruments included accrued expenses, and other current
liabilities. Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature or they were payable
on demand.

(F) COMPREHENSIVE INCOME:

The Company has adopted the provisions of SFAS No. 130, "Reporting Comprehensive
Income". This statement established standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in an entity's financial statements. This Statement requires an entity to
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position. There were no material items of
comprehensive income to report for the years ended December 31, 2004 and
December 31, 2003.

(G) STOCK BASED COMPENSATION

The Company has adopted the fair value method of accounting for stock-based
employee compensation. The Company currently does not have a formal stock- based
compensation plan for its employees.


                                       F-7
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2004 and 2003

(2) BASIS OF PRESENTATION AND GOING CONCERN

At December 31, 2004, the Company has a stockholders' deficit of $283,226 and
has significant capital needs, which to date has been met through private sales
of its equity. The Company will continue to need substantial infusions of
capital, which it expects to continue to fund primarily from private sales of
its equity and loans, or by a public offering of its equity securities.

These factors raise substantial doubts about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

(3) RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004) (`FAS 123R")
Share Based Payment. Statement FAS 123R supersedes APB Opinion No. 25, and its
related implementation guidance. This statement establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods and services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods and services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. FAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. The Company will be considered a small business issuer for which,
the implementation of FAS 123R is required as of the beginning of the first
interim or annual reporting period after December 15, 2005. The Company is
required to implement FAS 123R beginning in the fiscal year beginning January 1,
2006. The Company has implemented FAS 123R effective for the year ended December
31, 2004

(4) EQUIPMENT



Equipment consisted of the following at:        Dec. 31,        Dec. 31,
                                                  2004            2003
                                               -------------  -------------
Office equipment                               $      8,980   $      4,257
Leasehold improvements                               12,789         12,789
                                               -------------  -------------
                                                     21,769         17,046

Less accumulated depreciation and amortization      (10,012)        (4,313)
                                               -------------  -------------
                                               $     11,757   $     12,733
                                               =============  =============



For the year ended December 31, 2004, depreciation expense amounted to $5,699.
For the year ended December 31, 2003, depreciation expense amounted to $4,125.


                                       F-8
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2004 and 2003

(5) RELATED PARTY TRANSACTIONS

The Company is currently operating with cash generated from the sale of its
common stock or from funds loaned by its chief executive officer. Since the
Company started operations, the chief executive officer has loaned the Company
$261,977.13 on a non-interest bearing basis. The Company has repaid
approximately $138,540, which has resulted in an outstanding balance of
$123,437.13 at December 31, 2004.

(6) COMMITMENTS

Rental expense for the years ended December 31, 2004 and December 31, 2003 was
$30,000, respectively, for each year.

(7) GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $344,692 in the year ended December 31,
2004. For the year ended December 31, 2003, general and administrative expenses
were $98,171. Below is a comparative listing of general and administrative
expenses for the years ended December 31, 2004 and December 31, 2003.



                                          2004              2003
                                   --------------    --------------
Contracted services                $     115,025     $      11,141
Professional fees                        124,139            14,188
Rent                                      30,000            30,000
Interest                                  13,861             9,800
Utilities                                  3,779             5,877
Other                                     57,888            27,165
                                   --------------    --------------
Total general and administrative
    expenses                       $     344,692     $      98,171
                                   ==============    ==============


(8) LOSS PER SHARE

Loss per common share is computed pursuant to Statement of Financial Accounting
Standards No. 128 (FAS No. 128), "Earnings Per Share". Basic loss per share is
computed as net loss available to common shareholders divided by the weighted
average number of common shares outstanding for the period. Diluted loss per
share reflects the potential dilution that could occur from common shares
issuable through stock options, warrants and convertible preferred stock. Both
basic loss per share and diluted loss per share are the same since the Company's
outstanding options and warrants have not been included in the calculation
because their effect would have been anti-dilutive.


                                       F-9
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                 For the Years Ended December 31, 2004 and 2003

(9) RESEARCH AND DEVELOPMENT

The Company is currently developing a new type of rubber horseshoe for the horse
racing and equestrian industries. This product is currently in the developmental
stage. The Company maintains a small-scale manufacturing facility adjacent to
its executive offices, where the product is manufactured and tested. For the
year ended December 31, 2004, the Company expended $20,783 in research and
development costs in developing this project. In 2003, research and development
costs were $250,926. The cumulative developmental stage costs for this product
were $295,955.

(10) STOCK COMPENSATION

In connection with a proposed filing on Form SB-2 the Company had entered into
an agreement with its two officers and certain other parties to issue 661,000
shares valued at an estimated fair value of $.25 per share for reduced
compensation from November 1, 2002 through December 31, 2003, for services
rendered to the Company. The Company recorded compensation expense of $48,107
for the year ended December 31, 2002 and $117,143 for the year ended December
31, 2003 relating to these agreements. The compensation expense recorded was
included in accrued liabilities December 31, 2003 in the accompanying financial
statements.

In October 2004, The Company issued 1,000,000 shares to each of its two
officers. This new issuance represented compensation for both the prior
compensation referred to above as well as current compensatory services rendered
to the Company in 2004. The shares issued were valued at $.25 per share, which
represented the fair market value of the common stock. The effect of this
issuance was that accrued expenses, representing the Company's liability for
accrued compensatory services at December 31, 2003, were reduced by $88,000 and
compensation expense of $412,000 was recorded in 2004.



                                      F-10