**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION** ****


Washington,
D.C. 20549





**FORM
10-QSB/A**








(Mark
One)





**[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT**


**OF
1934**





For the
quarterly period ended December 31, 2004





**[ 
 ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES**


**EXCHANGE
ACT OF 1934**





For the
transition period from _____ to _______





Commission
file number: 000-30065





**INTREPID
TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


(exact
name of registrant as specified in its charter)





**Idaho**
    **82-0230842**(State
      or other jurisdiction ofincorporation
      or organization)
    (IRS
      EmployerIdentification
      No.)













501 West
Broadway, Suite 200,


Idaho
Falls, Idaho 82304


(Address
of principal executive offices)





(208)
529-5337


(Issuer's
telephone number)





**Idaho**





(State or
other jurisdiction of incorporation or organization)


Registrant's
telephone number, including area code:





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
__





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the last practicable date:





136,106,900
shares of common stock, $0.005 par value per share, as of February 13,
2005.





Transitional
Small Business Disclosure Format (check one): Yes __ No X











**EXPLANATION
OF AMENDMENT**





Registrant
received a comment letter from the U.S. Securities and Exchange Commission dated
March 4, 2005 requesting changes to Items 307, 308 (c), and 601 of Regulation
SB. This amendment corrects those and other minor changes as needed including
note 10.













**TABLE
OF CONTENTS**





**Part
I - FINANCIAL INFORMATION**





Item
    1.
    Financial
      StatementsBalance
      Sheets
    3Statements
      of Operations
    4Statements
      of Cash Flows
    5Notes
      to Unaudited Financial Statements
    6





Item
    2.
    Management's
      Discussion and Analysis
    11Results
      of Operations
    11Capital
      Requirements
    14Item
    3.
    Controls
      and Procedures
    17





**Part
II - OTHER INFORMATION**





Item
    1.
    Legal
      Proceedings
    18Item
    2.
    Changes
      in Securities
    18Item
    3.
    Defaults
      Upon Senior Securities
    18Item
    4.
    Submission
      of Matters to a Vote of Security Holders
    18Item
    5.
    Other
      Information
    18Item
    6.
    Exhibits
    19Signature
      Page
    20Certifications
    21








2





**PART
I. FINANCIAL INFORMATION**





**ITEM
1. FINANCIAL STATEMENTS**








**INTREPID
TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


**CONSOLIDATED
BALANCE SHEETS**





**($
in whole dollars except per share amounts)**


**December
      31,**
      **2004**
    
    **June
      30,**
      **2004****Unaudited**
    
    **Audited**ASSETSCurrent
      Assets:Cash
    
    **$**
    **196,767**
    
    $
    134,856Receivables,
      net of allowance for doubtfulaccounts
      of $0******and
      $0 respectively
    
    
    **84,067**
    
    
    195,352Investments
    
    
    **--**
    
    
    17,794Prepaid
      expenses
    
    
    **534,556**
    
    
    --Other
      assets
    
    
    **5,349**
    
    
    3,986Total
      current assets
    
    
    **820,739**
    
    
    351,988Equipment,
      net
    
    
    **89,327**
    
    
    92,064Construction
      in progress
    
    
    **854,368**
    
    
    273,996Deferred
      debenture costs
    
    
    **127,525**
    
    
    --Total
      Assets
    
    **$**
    **1,891,959**
    
    $
    718,048LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
    
    **$**
    **154,283**
    
    $
    202,028Accrued
      liabilities
    
    
    **144,035**
    
    
    81,295Deferred
      compensation
    
    
    **98,763**
    
    
    138,962Term
      loan
    
    
    **136,862**
    
    
    162,965Long
      term debt - current portion
    
    
    **75,449**
    
    
    76,203Total
      current liabilities
    
    
    **609,392**
    
    
    661,453Long
      term debt
    
    
    **750,000**
    
    
    --Total
      liabilities
    
    
    **1,359,392**
    
    
    661,453Commitments
      and contingenciesShareholders'
      equity:Common
      stock, $.005 par value, 360,000,000 authorized, 135,414,943
      and
      112,216,953
      shares issued and outstanding
    
    
    **646,997**
    
    
    531,084Additional
      paid-in capital
    
    
    **5,107,560**
    
    
    4,253,050Notes
      receivable - shareholders
    
    
    **(16,200**
    **)**
    
    (51,200
    )Retained
      earnings (deficit)
    
    
    **(5,205,790**
    **)**
    
    (4,676,339
    )Total
      shareholders' equity
    
    
    **532,567**
    
    
    56,595Total
      Liabilities and Shareholders' Equity
    
    **$**
    **1,891,959**
    
    $
    718,048





The
accompanying notes are an integral part of these financial
statements.




3




**INTREPID
TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


**CONSOLIDATED
STATEMENTS OF OPERATIONS**





**($
in whole dollars except per share amounts)**





For
      the Three Months Ended
    
    For
      the Six Months EndedDecember
      31,
    
    December
      31,**2004**
      **Unaudited**
    
    **2003**
      **Unaudited**
    
    2004
      Unaudited
    
    2003
      UnauditedRevenue
    
    **$**
    **58,870**
    
    $
    630,473
    
    **$**
    **147,773**
    
    $
    1,434,411Direct
      operating costs
    
    
    **55,380**
    
    
    350,076
    
    
    **138,839**
    
    
    844,651Gross
      profit
    
    
    **3,490**
    
    
    280,397
    
    
    **8,934**
    
    
    589,760Selling,
      general and administrative expenses
    
    
    **275,213**
    
    
    264,227
    
    
    **511,600**
    
    
    497,173Income
      (loss) from operations
    
    
    **(271,723**
    **)**
    
    16,170
    
    
    **(502,666**
    **)**
    
    92,586Interest
      revenue
    
    
    **323**
    
    
    --
    
    
    **993**Interest
      expense
    
    
    **(11,883**
    **)**
    
    (7,551
    )
    
    **(15,034**
    **)**
    
    (14,186
    )Disposition
      of assets
    
    
    **--**
    
    
    --
    
    
    **(12,744**
    **)**
    
    --Net
      income (loss) before income taxes
    
    
    **(283,283**
    **)**
    
    8,619
    
    
    **(529,451**
    **)**
    
    78,397Provision
      for income taxes (benefit)
    
    
    **--**
    
    
    --
    
    
    **--**
    
    
    24,422Net
      (loss) income
    
    **$**
    **(283,283**
    **)**
    $
    8,619
    
    **$**
    **(529,451**
    **)**
    $
    53,975Net
      income (loss) to common shareholders
    
    **$**
    **(283,283**
    **)**
    $
    8,619
    
    **$**
    **(529,451**
    **)**
    $
    53,975Basic
      earnings (loss) per share
    
    **$**
    **(0.0023**
    **)**
    $
    .0001
    
    **$**
    **(0.0044**
    **)**
    $
    .0006Diluted
      earnings per share
    
    **$**
    **--**
    
    **$**
    **--**
    
    **$**
    **--**
    
    **$**
    **--**Dividends
      paid per common share
    
    
    **--**
    
    
    **--**
    
    
    **--**
    
    
    **--**




The
accompanying notes are an integral part of these financial
statements




4





**INTREPID
TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES**


**CONSOLIDATED
STATEMENTS OF CASH FLOWS**





**($
in whole dollars except per share amounts)**




For
      the six months Ended December 31,**2004**
      **Unaudited**
    
    2003
      UnauditedCash
      flows from operating activities:Net
      income (loss)
    
    **$**
    **(529,451**
    **)**
    $
    53,975Adjustments
      to reconcile net income to net cash used by operating
      activities:Depreciation
    
    
    **2,737**
    
    
    4,966Expenses
      in exchange for issuance of common stock
    
    
    **26,590**
    
    
    23,934Changes
      in assets and liabilities:Accounts
      receivable, net
    
    
    **111,285**
    
    
    (5,356
    )Prepaids
      and other assets
    
    
    **(20,918**
    **)**
    
    (440
    )Deferred
      tax asset
    
    
    **--**
    
    
    24,422Accounts
      payable
    
    
    **(47,744**
    **)**
    
    (9,463
    )Accrued
      liabilities
    
    
    **62,740**
    
    
    (46,394
    )Deferred
      compensation
    
    
    **(40,200**
    **)**
    
    (14,303
    )Net
      cash provided by (used by) operating activities
    
    
    **(434,962**
    **)**
    
    31,341Cash
      flows from investing activities:Sale
      of investments
    
    
    **17,794**
    
    
    --Construction
      in progress
    
    
    **(580,372**
    **)**
    
    --Purchase
      of office equipment
    
    
    **--**
    
    
    (27,785
    )Net
      cash used by investing activities
    
    
    **(562,578**
    **)**
    
    (27,785
    )Cash
      flows from financing activities:Common
      stock proceeds
    
    
    **428,832**
    
    
    27,400Note
      receivable for stock collected
    
    
    **--**
    
    
    6,900Stock
      subscriptions
    
    
    **35,000**
    
    
    --Issuance
      of debenture
    
    
    **750,000**
    
    
    --Payments
      on line of credit / term loan
    
    
    **(26,102**
    **)**
    
    (18,344
    )Deferred
      debenture costs
    
    
    **(127,524**
    **)**
    
    --Increase
      on notes payable
    
    
    **(755**
    **)**
    
    3,740Net
      cash provided by financing activities
    
    
    **1,059,451**
    
    
    19,969Increase
      (decrease) in cash and cash equivalents
    
    
    **61,911**
    
    
    23,252Cash
      and cash equivalents at beginning of period
    
    
    **134,856**
    
    
    27,175Cash
      and cash equivalents at end of period
    
    **$**
    **196,767**
    
    $
    50,427Supplemental
      disclosures of cash flow information:Cash
      paid during the period for:Interest
      paid
    
    **$**
    **2,120**
    
    $
    14,186Non
      cash investing and financing transactionsConversion
      of debenture to common stock
    
    
    **--**
    
    
    10,600Common
      stock issued for services, prepaid assets and debt
      repayments
    
    
    **541,590**
    
    
    **23,934**





The
accompanying notes are an integral part of these financial
statements




5




**Note
1. Basis of Presentation** ****




The
accompanying unaudited consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles ("U.S.
GAAP") for interim financial information and with instructions to Form 10-QSB of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements. The
preparation of the consolidated financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could differ from estimates. In the opinion of management,
all adjustments, which consist of normal and recurring adjustments, necessary
for fair presentation have been included. These financial statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's 2004 Annual Report on Form 10-KSB for the year ended June 30,
2004, as filed with the Securities and Exchange Commission.




The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries. All significant inter-company transactions and
balances have been eliminated in consolidation.







**Note
2.**  **Description
of Business**





Intrepid
Technology & Resources, Inc. and Subsidiaries, ( the “ Company”),
( an Idaho corporation) , is a
biofuels renewable and alternative energy development and operating company with
strengths in engineering and technology. While the Company’s primary source of
current revenue has been the sale of engineering services to a variety of
clients, it is posturing itself for a primary business purpose of developing,
constructing, and operating a portfolio of projects in the Renewable and
Alternative Energy sector, with a special emphasis on production of biofuels -
particularly, biogas (methane), ethanol, biodiesel and, eventually, hydrogen.
The Company’s strategy is to provide the overall technical and integration
management for planning, coordinating, developing, operating and implementing
such projects. The Company’s initial emphasis is on establishing several complexes
in the Southern Idaho region and then expanding to other locations within Idaho
and the Western United States. The Company provides credit in the normal course
of business to its customers and performs ongoing credit evaluations of those
customers. It maintains allowances for doubtful accounts based on factors
surrounding the credit risk of specific customers, historical trends, and other
information. Credit losses, when realized, have been within the range of the
Company’s expectations and, historically, have not been significant.


****


**Customers**





In 2004,
the Company managed several engineering services contracts with Idaho National
Engineering and Environmental Laboratory ("INEEL") at Idaho Falls, Idaho, and
with the Oak Ridge Associated Universities ("ORAU") based in Oak Ridge,
Tennessee. These contracts generated the majority of the Company's revenue.
Profits realized from this revenue were used to help develop the Biofuels
business line. The Company expects to continue providing such supplemental
engineering and technical services in the future, but with decreased emphasis on
government contracts and increased emphasis on biofuels related engineering
services for private clients.




Additionally,
the Company is well into its major transition from being primarily a provider of
engineering services to becoming a producer
and distributor of biogas products and facilities. Its first facility is now
operational and undergoing initial startup and testing evaluation. Biogas is
being produced and commercial quantity production levels should be reached
within the next quarter. The contract for a second facility has been signed and
construction is expected to be underway by 4 th quarter.
This second facility will have 3 times the capacity of the first and revenue
generation is expected by 4th quarter 2006. The Company will own both facilities
and the initial customers for the gas produced will be a local natural gas
utility and the Company’s own natural gas vehicle fueling station. Management
expects that the construction of these first two biogas plants will stimulate orders for other
diary and cattle feeding operations in the area and increase demand for
Company ’s services
to design, construct and operate other plants. The Company will retain the
option to maintain an equity position in each facility built, thus adding to
future revenue streams derived from sales of biogas products.









6




**Note
3. Summary of Significant Accounting Policies**




The
significant accounting policies applied in the annual financial statements of
the Company as of June 30, 2004, are applied consistently in these financial
statements. In addition, the following accounting policy is
applied:




The
accompanying unaudited consolidated financial statements for the three months
ended December 31, 2004 reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
interim period. The condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of the financial condition
and results of operations, contained in the Company Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2004. The results of operations for the three
months ended December 31, 2004 are not necessarily indicative of the results for
the entire fiscal year ending June 30, 2005.




**Note
4. Stock Base Compensation**




At the
December 5, 2002 Annual Shareholder Meeting, the Company approved a stock-based
employee compensation plan. The stock
option plan allows officers, directors, employees and consultants of the Company
to receive non-qualified and incentive stock options for a total of 25 million
shares. In its October 28, 2004 Schedule 14A Proxy Filing, the Company presented
a proposal to amend the compensation plan to increase the number of shares
available by 15 million, making the total 40 million in the aggregate. However,
the Board of Directors subsequently elected to withdraw that proposal and it was
not presented for vote at the December 14, 2004 Annual Shareholder Meeting. The
Company awarded no options during the quarter ended December 31, 2004. A total
of 2,743,900 options were available for future option grants as of December 31,
2004.




The
Company accounts for employee stock-based compensation using the intrinsic value
method for each period presented under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. No compensation cost is reflected in net income for
options granted to employees, as all options granted under those plans had an
exercise price equal to the fair market value of the underlying common stock on
the date of grant. The Company accounts for stock options granted to
non-employees using the fair value method under SFAS No. 123, "Accounting for
Stock-Based Compensation."




The
following table illustrates the effect on net income (loss) and earnings (loss)
per share as if the fair value method had been applied to all outstanding and
unvested awards in each period:






Quarter
      Ended December 31,**2004**
    
    2003Net
      income / (loss)
    
    **$**
    **(529,451**
    **)**
    $
    $78,397Deduct:
      Stock based employeeCompensation
      expense determined
      under
      fair value based method, net
      of
      tax
    
    
    -
      -
    
    
    (254,620
    )Pro
      forma net income / (loss)
    
    **$**
    **(529,451**
    **)**
    $
    (200,645
    )Basic
      earnings per share as recorded
    
    **$**
    **(0.0023**
    **)**
    $
    .0006Basic
      earnings per share pro forma
    
    **$**
    **(0.0023**
    **)**
    $
    (.0021
    )




7





**Note
5. Earnings Per Common Share**





Basic
earnings per share are computed based on net income and the weighted average
number of common shares outstanding. The Company does not have any securities
that would cause diluted earnings per share.








(000's
      except per share amounts)
    
    (000's
      except per share amounts)Three
      Months Ended December 31,
    
    Six
      Months Ended December 31,**2004**
    
    2003
    
    **2004**
    
    2003Net
      income / (loss)
    
    **$**
    **(283**
    **)**
    $
    9
    
    **$**
    **(529**
    **)**
    $
    54Weighted
      average shares outstanding-Common
      shares
    
    
    **124,408,645**
    
    
    97,530,584
    
    
    **119,716,031**
    
    
    97,530,584Basic
      earnings per share
    
    **$**
    **(.0023**
    **)**
    $
    .0006
    
    **$**
    **(.0044**
    **)**
    $
    .001Diluted
      earnings per share
    
    **$**
    **--**
    
    $
    --
    
    **$**
    **--**
    
    $
    --




**Note
6. Equipment.**




Equipment
consists of the following as of December 31, 2004:




Computers
      and software
    
    $
    41,032Furniture
    
    
    11,259Other
      Equipment
    
    
    1,525Pumping
      Station
    
    
    64,500Vehicles
    
    
    3,000Subtotal
    
    
    121,316Less
      accumulated depreciation
    
    
    (31,989
    )Total
      Equipment, net
    
    $
    89,327





During
the quarter ended December 31, 2004 the Company continued work on certain
alternative energy projects. These projects included the WOBF fueling station
and the construction of the Whitesides anaerobic digester located at a
4,000-head dairy north of Rupert, Idaho. This digester will be used as the
prototype facility to generate natural gas for sale as a renewable energy source
of heat and power. From this prototype digester more information will become
available for optimization of sizing, and equipment specification and selection
to generate the maximum energy value. This will better enable the Company to
determine the most effective business model for utilizing the gas produced -
i.e. direct conversion to electricity and sale to local power company or direct
distribution and sale as natural gas to local commercial and industrial users.




**Note
7. Debt.**







Term
Loan





The
Company had a term loan as of December 31, 2004 of which $136,862 was
outstanding at December 31, 2004. The loan is in the form of a three-year note
and bears a fixed 5.75% interest rate. The credit is secured by all business
assets and personally guaranteed by the principals of the Company. The following
employees of the Company have given unlimited personal guarantees of the loan:
Dennis Keiser (President), Jacob Dustin (Vice President), Donald Kenoyer, and C.
Scott Francis. As of December 31, 2004 the loan was in good
standing.





Shareholder
Notes - The
following shareholders who are also officers, employees or directors have
personally lent money to the Company. The notes are unsecured demand notes. It
is not anticipated by the Company that the notes will be called in the next
year. The following are shareholder creditors to the Company: Mr. Kenoyer has
made two loans to the company and as of December 31 2004, the total balance due
him was $23,527. The first loan accrues interest at the rate of 10 percent and
has a balance of $397. The second accrues interest at the rate of 7 percent and
has a balance of $23,130. Mr. Dustin has also made two loans to the company and
as of December 31 2004, the total balance due him was $45,748. The first loan
accrues interest at the rate of 10 percent and has a balance of $15,239. The
second accrues interest at the rate of 7 percent and has a balance of $30,509.
The balance of the loan amount is $6,174 for Reggie Hall.




8





Debenture
Debt - On
October 13, 2004, the Company entered into a Securities Purchase Agreement with
Cornell Capital Partners, LP. Pursuant to the Securities Purchase Agreement, the
Company issued convertible debentures to Cornell Capital Partners, LP in the
original principal amount of $750,000. The $750,000 was disbursed as follows:
(i) $450,000 was paid October 22, 2004, and (ii)
$300,000, was paid December 28, 2004, upon the
filing of a registration statement with the SEC related to the shares issued
under the Standby Equity Distribution Agreement as
described below and the
convertible debentures. The debentures are convertible at the holder’s option
any time up to maturity at a conversion price equal to the lower of (i) 120% of
the Volume Weighted Average Price of the common stock on the date of the
debentures or (ii) 80% of the Volume Weighted Average Price of the common stock
of the Company for the five trading days immediately preceding the conversion
date. The debentures are secured by the assets of the Company. The debentures
have a three-year term and accrue interest at 5% per year. Cornell Capital
Partners, LP received 10% of the gross proceeds of the convertible debentures,
paid directly from escrow upon each funds disbursement described above. At
maturity if not
repaid , the
debentures will automatically convert into shares of common stock at a
conversion price equal to the lower of (i) 120% of the Volume Weighted Average
Price of the common stock on the date of the debentures or (ii) 80% of the
Volume Weighted Average Price of the common stock of the Company for the five
trading days immediately preceding the conversion
date.




**Note
8. New Accounting Pronouncements**




None




**Note
9. Going Concern Contingency.**




The
Company was not profitable in the second quarter of the fiscal year ending June
30, 2005 and incurred a significant loss of $283,283. The loss was primarily a
result of the Company's focus on the Biofuels market and having construction in
progress for the Biogas digester combined with the shortage of engineering
services work. The Company's ability to continue as a Going Concern is dependent
on ongoing operations, bringing the Whitesides Biofuels digester on line to
generate revenue and be profitable, obtaining additional financing, and
successfully concluding the sale of the existing mining rights. Management will
continue its efforts in seeking new and additional engineering contracts, and is
in the process of obtaining additional financing as well as completing the
Whitesides Digester project. The Company has mitigated the Going Concern as a
result of entering into the agreement with Cornell Capital as explained in Note
10 below. However, these plans may not be successful.





**Note
10. Subsequent Events.**
  Standby
Equity Distribution Agreement.  On October 13, 2004, the Company entered
into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant to the Standby Equity Distribution Agreement, the Company could have,
at its discretion, periodically sold to Cornell Capital Partners, LP shares of
common stock for a total purchase price of up to $25.0 million.  For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital Partners LP would have paid the Company 99% of, or a 1% discount
to, the lowest closing bid price of our common stock on the Over-the-Counter
Bulletin Board or other principal market on which the Company’s common stock is
traded for the five days immediately following the notice date. Cornell Capital
Partners LP would have retained 5% of each advance under the Standby Equity
Distribution Agreement and received $500,000 worth of common stock of the
Company as a fee under the Standby Equity Distribution Agreement.
 
 On
January 28, 2005, the Company entered into a Termination Agreement with Cornell
Capital Partners, whereby the Standby Equity Distribution Agreement, dated
October 13, 2004, and related Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement of even date therewith were
terminated.
 
 On March
10, 2005, the Company entered into a Termination Agreement with Cornell Capital
Partners, whereby the Standby Equity Distribution Agreement, dated January 28,
2005, and related Registration Rights Agreement, Placement Agent Agreement and
Escrow Agreement of even date therewith were terminated.
 
 Upon
execution of the Termination Agreement dated March 10, 2005, the Company entered
into a new Standby Equity Distribution Agreement with Cornell Capital Partners
on March 10, 2005. Pursuant to the Standby Equity Distribution Agreement, the
Company may, at its discretion, periodically sell to Cornell Capital Partners
shares of common stock for a total purchase price of up to $25.0 million. For
each share of common stock purchased under the Standby Equity Distribution
Agreement, Cornell Capital Partners will pay the Company 99% of, or a 1%
discount to, the lowest closing bid price of the common stock during the five
consecutive trading period immediately following the notice date. Further,
Cornell Capital Partners will retain a fee of 5% of each advance under the
Standby Equity Distribution Agreement. Cornell Capital Partners’ obligation to
purchase shares of the Company's common stock under the Standby Equity
Distribution Agreement is subject to certain conditions, including the Company
obtaining an effective registration statement for shares of common stock sold
under the Standby Equity Distribution Agreement and is limited to $350,000 per
weekly advance.


On
January 28, 2005, the Company and Cornell Capital Partners terminated the
Investor's Registration Rights Agreement entered into on October 13, 2004 with
the Cornell Capital Partners, which related to the Securities Purchase Agreement
entered into on October 13, 2004 with the Cornell Capital Partners, as described
in Note 7 above.
 
 On March
10, 2005, the Company and Cornell Capital Partners terminated the Securities
Purchase Agreement entered into on October 13, 2004 with Cornell Capital
Partners, and the related Convertible Debentures, Security Agreement, Escrow
Agreement and Irrevocable Transfer Agent Instructions of even date therewith
were terminated. ****
 
 Upon
execution of the Termination Agreement, the Company entered into a new
Securities Purchase Agreement with Cornell Capital Partners on March 10, 2005.
Pursuant to the Securities Purchase Agreement, the Company issued convertible
debentures to Cornell Capital Partners in the original principal amount of
$750,000. The debentures are convertible at the holder’s option any time up to
maturity at a fixed conversion price equal to $0.055 (the “ Fixed
Price ”). The
debentures are secured by the assets of the Company.  The debentures have a
three-year term and accrue interest at 5% per year.   Cornell Capital
Partners received 10% of the gross proceeds of the convertible debentures, paid
directly from escrow upon the funding of the convertible debentures. At
maturity, the debentures will automatically convert into shares of common stock
at a conversion price equal to the Fixed Price.





10




**ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS**





The
following discussion contains forward-looking statements that involve known and
unknown risks and uncertainties which may cause actual results in future periods
to differ materially from those indicated herein as a result of a number of
factors, including, but not limited to, those set forth under Legal
Proceedings, and the discussion below. When the Company uses words like "may,"
"believes," "expects," "anticipates," "should," "estimate," "project," "plan,"
their opposites and similar expressions, the Company is making forward-looking
statements. These expressions are most often used in statements relating to
business plans, strategies, anticipated benefits or projections about the
anticipated revenues, earnings or other aspects of our operating results. We
make these statements in an effort to keep stockholders and the public informed
about our business and have based them on our current expectations about future
events. Such statements should be viewed with caution. These statements are not
guarantees of future performance or events. As noted elsewhere in this report,
all phases of our business are subject to uncertainties, risks and other
influences, many of which the Company has no control over. Additionally, any of
these factors, either alone or taken together, could have a material adverse
effect on the Company and could change whether any forward-looking statement
ultimately turns out to be true. The Company undertakes no obligation to
publicly release updates or revisions to these statements. The following
discussion should be read in conjunction with audited consolidated financial
statements and the notes filed thereto on Form 10-KSB with the U.S. Securities
and Exchange Commission for the year ending June 30, 2004.




**RESULTS
OF OPERATIONS**





**Revenue**





Revenue
for the quarter ended December 31, 2004, decreased 91% to $58,670 compared to
$630,473 for the same period of 2003. Revenue for the six months ended December
31, 2004 was $147,772 compared to $1,434,411 for the same six months ended
December 31, 2003. This decrease for both the three and six months ended
December 31, 2004 was mainly the result of the reduction in outside contracting
by the INEEL and the Company's shifting of resources from engineering services
to designing and building of Company-owned biogas facilities.




In fiscal
year 2004, the Company's primary customers were Idaho National Engineering and
Environmental Laboratory ("INEEL") at Idaho Falls, Idaho and Oak Ridge
Associated Universities (ORAU). INEEL and ORAU both provided more than ten
percent of the total revenue recognized by the Company in fiscal year 2004.




**Direct
Operating Costs**





Direct
operating costs for the three months ending December 31, 2004 and 2003, were
$55,380 and $350,076 respectively, representing a 84% decrease. For the six
months ended December 31, 2004 direct operating costs also declined 84% to
$138,839 from $844,651 in 2003. The reason that direct operating costs decreased
is due to the large drop in engineering services work and direct operating costs
that paralleled this work. Additionally, the Company made further efforts to
reduce direct costs by using less subcontracted services, eliminating certain
rental fees, closing the Montana and Washington offices, making better use of
supplies, and exercising better management of direct payroll costs.





**Gross
Profit**





The
Company had gross profit of $3,490 in the second quarter ended December 31, 2004
compared to $280,397 for the same quarter in 2003, representing a 99% decrease.
Similarly, for the six months ended December 31, 2004 gross profit decreased by
98% to $8,934 compared to $589,760 for the same period in 2003. This decrease in
gross profit is a result of the reduction in engineering service work and the
Company also outsourced engineering service contracts by the INEEL. Also, in the
4 th quarter
of fiscal year 2004, the Company shifted its resources and capital into the
design and construction of Company-owned biogas production facilities.




11






**General
Selling and Administrative Expenses**





For the
three months ended December 31, 2004, general, selling and administrative
expenses were $275,213 compared to $264,227 for the same quarter ended December
31, 2003. This 4% increase was the result of increased administrative expenses
that were not covered by previous engineering services work. The Company also
increased efforts in expanding the Biogas operations, which resulted in more
administrative expenses. For the six months ended December 31, 2004, general
selling and administrative expenses increased 3% to $511,600 compared to
$497,173 for the same period of 2003.





**Interest
Revenue**





For the
three and six months ended December 31, 2004, the Company received $323 and $993
of interest income on investment capital. The Company had no interest revenue
for 2003.





**Interest
Expense**





For the
three months ended December 31, 2004, the Company had interest expense of
$11,883 compared to $7,551 for the same period ending December 31, 2003. For the
six months ended December 31, 2004 the Company had interest expense of $15,034
compared to $14,186 for the same period ending December 31, 2003. The interest
expense was for interest paid on the term loan and interest accrued on notes
payable to officers and employees of the Company.





**Net
Income (Loss)**





For the
three months ended December 31, 2004, the Company had a net loss of $283,283
compared to net income of $8,619 for the same period ended December 31, 2003.
For the six months ended December 31, 2004 the Company had a net loss of
$529,451 compared to a net income of $53,975 for the same period ended December
31, 2003. In 2004, the Company eliminated a deferred tax asset and the selling
general and administrative expenses were not offset by revenue that was seen
from engineering services work in 2003. The Company has changed its focus to the
Biogas industry and it is unlikely to receive comparable revenue for engineering
services going forward.






**MANAGEMENT'S
PLAN OF OPERATION**





Providing
engineering and technical services has been the primary source of revenue, and
hence the primary business focus, in the past. The Company expects to continue
providing such supplemental services in the future, but with decreased emphasis.
In fiscal year 2005, the Company will complete its major transition from being
primarily a provider of engineering services to becoming a significant producer
and distributor of biogas products and facilities. The following discussion
provides an overview of how that transition will unfold.





The
fundamental aspects of the Company's business model are:





·
    Utilize
      cutting edge, but established, technology for the production of biogas
      from large animal operations


·
    Utilize
      off-the-shelf equipment for clean-up of the biogas to meet
      pipeline-quality specifications and produce liquid
  products


·
    Maintain
      equity positions on all biogas projects


·
    Begin
      operations in known territory (Idaho), and expand into other western
      states as resources allow


·
    Maximize
      the utilization of our public company status in the financing of our
      projects


·
    Market
      biogas products to local gas utilities, industrial users, and
      transportation users


·
    Team
      with experienced companies for the marketing and distribution of biogas
      products


12





DEVELOPMENT
PLAN





Over the
next four years, the Company plans to place 250,000 head of dairy and beef
cattle into biogas production. The Company will design, construct and operate
these facilities consistent with the business model parameters described
above.





The
centerpiece of this development plan is an exclusive geographic and case-by-case
national sub-licensing agreement for anaerobic digestion technology that
produces biogas with nearly a 33% higher concentration of methane than competing
processes. This technology has a successful 4-year operational history and has
been demonstrated with both cow and swine waste.





This plan
involves discrete projects that the Company has organized or is in the process
of organizing that will allow the Company to systematically build and operate
biogas facilities over the next four years. These projects are organized as
follows:





**Whitesides
Project.** **** This
4,000-cow dairy located 8 miles northeast of Rupert, Idaho was chosen as the
location for the first biogas facility. Construction of the initial phase (2 of
4 planned digester tanks) is complete and gas from the digester is currently
being used to provide process heat to run the facility. The quantity of gas
production continues to increase as the bacteria within the tanks mature and
will further increase as additional tanks are brought on line, resulting in a
commercial revenue/profit stream. This initial project serves four primary
purposes:





1.
    Establish
      the Company's credibility in the biogas
industry


2.
    Provide
      a "model home" for other dairymen to visit ("try before you
      buy")


3.
    Provide
      a full-scale working facility with which the Company can continue to
      optimize performance and demonstrate/test new concepts for both enhanced
      gas production and alternative means of product
use


4.
    Initiate
      a modest revenue/profit stream





**Westside
Project.** This
project will be carried out in phases and will be anchored by a large dairy of
6,000 animals. It is anticipated that other dairies in the immediate vicinity
will be joined in, resulting in an eventual combined size of 19,000 cows. These
dairies, located west of Wendell Idaho, will be networked together via an
underground gas collection/distribution pipeline system to route biogas to
existing pipelines owned by the local gas utility. The first phase will be the
construction of twelve digester tanks at the WestPoint dairy. The contract for
this facility has been signed and construction should begin during 4 th quarter.
Once this "anchor dairy" is completed, follow-on digesters will be constructed
at the surrounding dairies along with the connecting pipeline. The project
serves the following purposes:





1.
    Increase
      production from 4,000 to a total of 23,000
head


2.
    Improve
      on economies of scale for higher operating
margins





**LNG
Project.** **** This
project is being planned for siting on a very large 12,000-cow dairy located in
a geographically isolated region but very close to a major gas utility
transmission line and in close proximity to a large industrial user of propane -
two ready-made customers for gas produced. The size of this operation is
sufficient to economically justify production of Liquid Natural Gas (LNG), a
product that it is imperative the Company gain first hand experience with in
order to meet future market demands. The project serves the following
purposes:





1.
    Further
      expand the limits to which digesters can be scaled
up


2.
    Provide
      entry into the LNG production business


3.
    Increase
      production from 23,000 to 35,000 head





**Eastside
Project** . This
project is in the organizing state and will be developed similarly to the
Westside project, where multiple dairies will be connected to a pipeline that in
turn will deliver gas to the local gas utility's pipeline. This Eastside
grouping consists of several dairies totaling 18,000 head of cattle located east
of Wendell, Idaho. Construction is planned for 2007 with operations beginning in
the last quarter of 2007. The project serves the following
purposes:





1.
    Increase
      production from 35,000 to 53,000 head


2.
    Build
      upon the Westside project approach and share support
    resources






13





**Beef
Feedlot Project** . This
project is envisioned as one that will be undertaken in partnership with a major
beef feedlot agribusiness company. Given the differences in manure outputs
between beef and dairy cattle and given that this is an open lot operation, the
gas production capacity for this project is expected to be equivalent to an
approximate 45,000-cow dairy. This large operation makes LNG the product of
choice because of the higher margins of LNG over pipeline gas. Construction is
estimated to begin in late 2006 and the facility will become operational the
first quarter of 2008. The project serves the following purposes:





1.
    Increase
      production from 53,000 to 198,000 head


2.
    Provide
      entry into feedlots for a source of waste manure;


3.
    Team
      the Company with an international agribusiness
partner


4.
    Allow
      expansion into other significant feedlots outside of
  Idaho





**Export
Project.** **** As the
above projects begin to attract greater national attention due both to their
size and their operational flexibility and efficiency, we expect there will be
considerable opportunity to export our system to other regions of the country
where conditions favor our business model. The Company anticipates taking
advantage of those opportunities beginning late in 2007 or early 2008. Potential
also exists to export the Company's feedlot biogas facilities to other states.
The Export Project serves the following purposes:





1.
    Increase
      production from 193,000 head to 250,000


2.
    Provide
      entry into a dairy community five times the size of
  Idaho's


3.
    Provide
      entry into the West Coast renewable energy market, the largest in the
      nation





***Additional
Information***





The
Company also plans to increase sales and expand its engineering and scientific
services base via new customer contracts. Revenue generated will be used to meet
cash flow requirements with any excess being used to support and develop the
Company's biofuels production initiatives.





At the
present time the Company does not anticipate paying dividends, cash or
otherwise, on it's Common Stock in the foreseeable future. Future dividends will
depend on earnings, if any, of the Company, its financial requirements and other
factors. The Company's main focus is now in the biofuels market, specifically
the production of biogas. The Company has made two acquisitions for the vertical
integration of the business and the ability to have a ready available access to
sell the gas production into the market place. The Company believes that it has
also taken the proper steps to sell certain assets including the mining and
mineral rights of the Garnett mine in Montana to provide working capital to see
the production through to completion. The Company is currently seeking other
investment capital to support the existing and ongoing operations of the Company
and these projects.







**CAPITAL
RESOURCES AND LIQUIDITY**





The
Company has made reasonable efforts to meet cash flow demands from ongoing
operations and has somewhat improved its capital position over that of one year
ago. The Company finished the second quarter ending December 31, 2004 with cash
available of $196,767 compared to $134,856 at June 30, 2004 and $50,427 for the
same period of 2003. The Company believes that it will be necessary to continue
to supplement the cash flow from operations with the use of outside resources
such as investment capital by issuance of debenture notes and stock. The Company
has filed an SB-2 registration with the U.S. Securities and Exchange Commission
related in part to the Standby Equity Distibution Agreement. The impact of the
SB-2 registration cannot be said with certainty but the Company plans to use any
additional funding to assist in the Biogas production facility that is shown on
the balance sheet as Construction in Progress.




As of
December 31, 2004, the Company had positive working capital of $211,347 compared
to a deficit of $309,465 for the year ending June 30, 2004 and a working capital
deficit of $333,868 for the same period ending December 31, 2003. The current
ratio at December 31, 2004 was: 1.35:1 and .53:1 at June 30, 2004 and .58:1 at
December 31, 2003. This change in working capital is mainly attributed to
$534,556 of prepaid expenses. These prepaid expenses all relate to the
prepayments towards the Standby Equity Agreement that will be offset against
future draws on the equity line.




14





The
Company had a term loan with a fixed rate of 5.75% as of December 31, 2004 the
balance was $136,862.  The
credit is secured by all business assets and personally guaranteed by the
principals of the Company. As of December 31, 2004, the loan was in good
standing, and as of the date of this filing the term loan is also in good
standing. The Company also has shareholder notes payable from certain officers,
employees or directors. The notes are unsecured demand notes. It is not
anticipated by the Company that the notes will be called in the next year. The
following are shareholder creditors to the company: Mr. Kenoyer has made two
loans to the company and as of December 31 2004, the total balance due him was
$23,527. The first loan accrues interest at the rate of 10 percent and has a
balance of $397. The second accrues interest at the rate of 7 percent and has a
balance of $23,130. Mr. Dustin has also made two loans to the company and as of
December 31 2004, the total balance due him was $45748. The first loan accrues
interest at the rate of 10 percent and has a balance of $15,239. The second
accrues interest at the rate of 7 percent and has a balance of $30,509. The
balance of the loan amount is $6,174 to Reggie Hall.
 
 During
the six months ended December 31, 2004, the Company used net cash of $434,962
for operating activities, compared to $31,341 of net cash provided by operating
activities for the 2003 period. The increase of cash used by operating
activities is mainly result of the Company’s $529,451 net loss in the 2004
period.
 
 During
the six months ended December 31, 2004, the Company used $562,578 by investing
activities, compared to $27,785 used in the year earlier period. In 2004, the
Company received $17,794 from the sale of investments and expended $580,372 for
construction in progress. In the 2003 period, the Company expended $27,785 for
the purchase of office equipment.
 
 During
the six months ended December 31, 2004, financing activities provided $1,059,451
in net cash, consisting of $428,832 from the sale of common stock, $35,00 from
the net change of stock subscriptions, $750,000 from debenture sales, offset in
part by $26,102 of payments on a line of credit and term loans, $127,524 of
deferred debenture costs, and $755 in decrease of notes payable. In the
comparable period for 2003, the Company had $19,969 of net cash provided by
financing activities, which consisted of $27,400 in proceeds from stock sales,
$6,900 in note receivable from stock collected and $3,740 increase in notes
payable, offset in part by $18,344 payments on a line or credit and term
loan.





Standby
Equity Distribution Agreement. On October 13, 2004, the Company entered into
a Standby Equity Distribution Agreement with Cornell Capital Partners, LP.
Pursuant to the Standby Equity Distribution Agreement, the Company could have,
at its discretion, periodically sold to Cornell Capital Partners, LP shares of
common stock for a total purchase price of up to $25.0 million. For each share
of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital Partners LP would have paid the Company 99% of, or a
1% discount to, the lowest closing bid price of our common stock on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the five days immediately following the notice date.
Cornell Capital Partners LP would have retained 5% of each advance
under the Standby Equity Distribution Agreement and received $500,000 worth of
common stock of the Company as a fee under the Standby Equity Distribution
Agreement.





On
January 28, 2005, the Company entered into a Termination Agreement with Cornell
Capital Partners, whereby the Standby Equity Distribution Agreement, dated
October 13, 2004, and related Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement of even date therewith were
terminated.





Upon
execution of the Termination Agreement, the Company entered into a new Standby
Equity Distribution Agreement with Cornell Capital
Partners on
January 28, 2005. Pursuant to the Standby Equity Distribution Agreement, the
Company may, at its discretion, periodically sell to Cornell Capital
Partners shares
of common stock for a total purchase price of up to $25.0 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital
Partners will pay
the Company 99% of, or a 1% discount to, the lowest closing bid price of the
common stock during the five consecutive trading period immediately following
the notice date. Further, Cornell will retain a fee of 5% of each advance under
the Standby Equity Distribution Agreement. Cornell Capital
Partners’ obligation to purchase shares of the Company's common stock under the Standby
Equity Distribution Agreement is subject to certain conditions, including the
Company obtaining an effective registration statement for shares of common stock
sold under the Standby Equity Distribution Agreement and is limited to
$1,000,000 per weekly advance. The
Company has filed the related registration statement, which is currently being
reviewed by the Securities and Exchange Commission. The Company may not be able
to obtain funds under the Standby Equity Distribution Agreement or obtain
sufficient amounts to satisfy the Company’s working capital or other
needs.
  15
 
 Securities
Purchase Agreement. On
October 13, 2004, the Company entered into a Securities Purchase Agreement with
Cornell Capital Partners .
Pursuant to the Securities Purchase Agreement, the Company issued convertible
debentures to Cornell Capital Partners, in the
original principal amount of $750,000. The $750,000 was disbursed as follows:
(i) $450,000 was paid October 22, 2004, which was contingent upon the closing of
all the transaction documents with Cornell Capital Partners , and
(ii) $300,000, was paid December 28, 2004, pursuant to the filing of a
registration statement with the SEC related to the shares issued under the
Standby Equity Distribution Agreement and the convertible debentures. The
debentures are convertible at the holder’s option any time up to maturity at a
conversion price equal to the lower of (i) 120% of the Volume Weighted Average
Price of the common stock on the date of the debentures or (ii) 80% of the
Volume Weighted Average Price of the common stock of the Company for the five
trading days immediately preceding the conversion date. The debentures are
secured by the assets of the Company. The debentures have a three-year term and
accrue interest at 5% per year. Cornell Capital Partners, LP received 10% of the
gross proceeds of the convertible debentures, paid directly from escrow upon
each funds disbursement described above. At maturity if not
repaid , the
debentures will automatically convert into shares of common stock at a
conversion price equal to the lower of (i) 120% of the Volume Weighted Average
Price of the common stock on the date of the debentures or (ii) 80% of the
Volume Weighted Average Price of the common stock of the Company for the five
trading days immediately preceding the conversion date .


On
January 28, 2005, the Company and Cornell Capital
Partners terminated the Investor's Registration Rights Agreement entered into on
October 13, 2004 with the Cornell Capital Partners, which related to the
Securities Purchase Agreement entered into on October 13, 2004 with the Cornell
Capital Partners .
  Material
Commitments for Capital Expenditures - The
Company has outstanding commitments for the purchase and installation of
equipment and services incidental to completing the balance of plant
construction at the Whitesides biogas facility. The Company also anticipates
additional expenditures related to the design and construction of follow-on
facilities of like kind. The primary source of funding will be outside
capital.
  Seasonal Changes -The
Company's operating revenue is generally not affected by seasonal
changes.




**RISK
FACTORS**





The
Company's current and primary focus is obtaining permits and developing
favorable properties for alternative and renewable energy production, and
providing the associated engineering design and construction management services
required to support the construction and operation of related facilities, and
cannot provide any guarantees of profitability at this time. The Company will
continue to expand its engineering services base, "work for others" to generate
additional revenue to augment working capital requirements in support of its
alternative and renewable energy efforts. The realization of profits is
dependent upon successful execution of new business opportunities and the
development of prototype digester models and implementation of the digester
project for renewable energy. The Company is dependent upon inducing larger
companies or private investors to purchase these "turn-key" alternative
renewable energy generation and production facilities. These projects when
developed and depending on their success will be the future of the Company. The
Company may not be successful in these efforts.




Our
operating results are difficult to predict in advance and may fluctuate
significantly, and a failure to meet the expectations of analysts or our
stockholders would likely result in a substantial decline in our stock price.





Factors
that are likely to cause our results to fluctuate include the following:





- the
gain or loss of significant customers or significant changes in engineering
services market;


- the
amount and timing of our operating expenses and capital expenditures;


- the
success or failure of the alternative energy and biofuels projects currently
underway;


- the
timing, rescheduling or cancellation of engineering customer's work orders;


- our
ability to specify, develop, complete, introduce and market biofuels and bring
them to volume production in a timely manner;


- the
rate of adoption and acceptance of new industry standards in our target markets;


- any
other unforeseen activities or issues.





There is
a limited public market for our common stock. Our common stock is listed on the
OTC Bulletin Board, and there is a limited volume of sales, thus providing a
limited liquidity into the market for our shares. As a result of the foregoing,
stockholders may be unable to liquidate their shares.





We are
subject to various risks associated with the development of the biofuels and
alternative energy market place and if we do not succeed our business will be
adversely affected.





Our
performance will largely depend on our ability to develop and implement the
anaerobic digester and generate energy and gas to sale. We intend to respond to
technological advances and emerging industry standards and practices on a timely
and cost-effective basis however, we cannot predict if we will be effective or
succeed in the development of the biofuels and alternative energy markets. If we
are unable, for technical, legal, financial or other reasons, to adapt in a
timely manner to develop and operate in the biofuels market, our business,
results of operations and financial condition could be materially adversely
affected.




16





If we
need additional financing, we may not be able to raise further financing or it
may only be available on terms unfavorable to us or to our stockholders.





Available
cash resources may not be sufficient to meet our anticipated working capital and
capital expenditure requirements, if the anaerobic digester does not produce
revenue for at least 12 months. It may become necessary to raise additional
funds to respond to business contingencies, which could include the need to:





- fund
additional project expansion for the biofuels production;


- fund
additional marketing expenditures;


- develop
additional alternative energy projects or enhance the WOBF gas products;


- enhance
our operating infrastructure;


- hire
additional personnel;


- acquire
other complementary businesses or technologies.





If we
raise additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders would be reduced, and
these newly issued securities might have rights, preferences or privileges
senior to those of existing stockholders. Additional financing might not be
available on terms favorable to us, or at all. If adequate funds were not
available or were not available on acceptable terms, our ability to fund our
operations, take advantage of unanticipated opportunities, develop or enhance
our products or otherwise respond to competitive pressures would be
significantly limited.










**ITEM
3. CONTROLS AND PROCEDURES**





(a)  Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as of the end of the period covered by
this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to our Company (including its consolidated subsidiaries)
required to be included in our reports filed or submitted under the Exchange
Act.





(b)There
have been nochangesin our
internal controls overfinancial
reporting that has materially affected or could materially affect these internal
controls over financial reporting.


17





**PART
II OTHER INFORMATION**





**ITEM
1. LEGAL PROCEEDINGS.**




None




**ITEM
2. CHANGES IN SECURITIES.**




None




**ITEM
3. DEFAULTS UPON SENIOR SECURITIES.**




None







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




The
Company held its Annual Meeting of Stockholders on December 14, 2004. On the
record date of October 29, 2004, there were 120,366,819 shares of common voting
stock. At the meeting, D. Lynn Smith, William R. Myers, Michael F. LaFleur,
Dennis D. Keiser, and Jacob D. Dustin were elected to serve as directors of the
Company for the next year, the proposal to amend the Certificate of
Incorporation to increase the authorized Common Stock to 350,000,000 shares was
approved, and the appointment of Eide Bailly, LLP, formerly Balukoff Lindstrom
& Co., P.A as independent public accountants for the year ending June 30,
2005 was ratified. Before the annual meeting the Board of Directors agreed to
withdraw the proposal #3 to increase the number of options available for
grant.






The
voting on such items was as follows:





Election
of Directors





**Director's
      Name**
    **For**
    **Against**
    **Withheld
      Authority**Dennis
      D. Keiser
    62,009,301
    8,363,741
    37,525Jacob
      D. Dustin
    66,950,103
    4,660,939
    37,525Michael
      F. LaFleur
    50,460,934
    19,197,108
    752,525William
      R. Myers
    50,460,934
    19,197,108
    752,525D.
      Lynn Smith
    65,899,103
    4,996,939
    752,525




(2) The
proposal to amend the Certificate of Incorporation:





**For**
    **Against**
    **Withheld
      Authority**66,072,004
    8,038,363
    858,700




(4)
Ratify Appointment of Independent Auditors of Eide Bailly LLP.





**For**
    **Against**
    **Withheld
      Authority**71,044,765
    214,200
    3,710,102





Approximately
62% of the total voting shares were voted.




**ITEM
5. OTHER INFORMATION.**




None




18





**ITEM
      6.**
    **EXHIBITS**





ExhibitNo.
    Description
    Incorporated
      by Reference fromRegistrant's31.1
    Rule
      13a-14(a)/15d-14(a) Certification of Principal Executive
      Officer
    February
      14, 200431.2
    Rule
      13a-14(a)/15d-14(a) Certification of Principal Financial Officer by
      Vice-President, Secretary and Treasurer
    February
      14, 200432
    Certification
      pursuant to 18 U.S.C. SECTION 1350****by
      Chairman and Chief Executive Officer and Vice-President, Secretary and
      Treasurer
    February
      14, 2004




19




**SIGNATURES**






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





**INTREPID
      TECHNOLOGY & RESOURCES, INC.***(Registrant)*Date: March 10,
2005
    By:
    /s/ Dr.
      Dennis D. KeiserDr. Dennis D. KeiserTitle: *Chief
      Executive Officer
&**President*


****Date: March
      10, 2005
    By:
    /s/ Dr.
      Jacob D. DustinDr. Jacob D. DustinTitle: *Vice
      President, Secretary,**and Treasurer*






20