U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2005



OR



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 000-28739



Celtron International, Inc.

______________________________________________



(Exact name of small business issuer as specified in its charter)







Nevada                                                                                                                 91-1903590

State or other jurisdiction of                                                                              I.R.S. Employer

Incorporation or organization)                                                                         Identification No.)





563 Old Pretoria Road

Miidrand, South Africa

(Address of principal executive office                                                                        (Zip Code)







(former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. X         Yes No____



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)   . X  No



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)       . X  No





The number of shares of common stock, $0.001 par value, outstanding as of November 10, 2005 was 35,806,572.







PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.





|                                                           | CELTRON INTERNATIONAL, INC.                                                                                         |     
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----
|                                                           | Index to Consolidated Financial Statements                                                                          |     
|                                                           | (Restated See Note 1)                                                                                               |     
|                                                           |                                                                                                                     | Page
|                                                           | Condensed Consolidated Balance Sheets at September 30, 2005                                                         | F-2 
|                                                           | Condensed Consolidated Statements of Operations for the nine and three                                              |     
|                                                           | months ended September 30, 2005 and September 30, 2004                                                              | F-3 
|                                                           | Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2005 and September 30, 2004 |     
|                                                           |                                                                                                                     | F-3 
|Consolidated Statements of Other Comprehensive Income      | F-4                                                                                                                
|                                                           | F-3                                                                                                                
|Consolidated  Statement of Changes in Stockholders Equity | F-5                                                                                                                
|Condensed Consolidated Statements of Cash Flows            | F-6                                                                                                                





|13 | CELTRON INTERNATIONAL, INC.                                           |         |             |        
|-- | --------------------------------------------------------------------- | ------- | ----------- | -------
|   | Condensed Consolidated Balance Sheet                                  |         |             |        
|   | September 30, 2005                                                    |         |             |        
|   | (Unaudited)                                                           |         |             |        
|   | Assets                                                                |         |             |        
|   | Current Assets                                                        |         |             |        
|   | Cash and cash equivalents                                             | $       | 18,484      |        
|   | Accounts and notes receivable                                         |         |             |        
|   | Trade, net of allowance for doubtful accounts of                      |         |             |        
|   | $                                                                     | 27,222  |             | 242,023
|   | Other                                                                 |         | 38,475      |        
|   | Inventories                                                           |         | 324,539     |        
|   | Other current assets                                                  |         | 19,742      |        
|   | Total Current Assets                                                  |         | 643,263     |        
|   | Other investments, at cost                                            |         | 43          |        
|   | Property and equipment, net of accumulated                            |         |             |        
|   | depreciation                                                          |         | 206,012     |        
|   | Intangible assets                                                     |         |             |        
|   | License rights, net of accumulated amortization of                    |         |             |        
|   | $                                                                     | 406,463 |             | 300,429
|   | Software, net of accumulated amortization of $117,531                 |         | 130,588     |        
|   | Total Assets                                                          | $       | 1,280,335   |        
|   | Liabilities and Shareholders Equity                                   |         |             |        
|   | Current Liabilities                                                   |         |             |        
|   | Accounts payable and accrued liabilities                              | $       | 627,385     |        
|   | Other current liabilities                                             |         |             |        
|   | Current maturities of long-term debt                                  |         | 47,505      |        
|   | Total Current Liabilities                                             |         | 674,890     |        
|   | Non-Current Liabilities                                               |         |             |        
|   | Long-term debt                                                        |         | 129,929     |        
|   | Indebtedness to related parties                                       |         | 241,355     |        
|   | Deferred income                                                       |         | 91,698      |        
|   | Minority interest                                                     |         | 79,043      |        
|   | Total Liabilities                                                     |         | 1,216,915   |        
|   | Shareholders Equity                                                   |         |             |        
|   | Common stock                                                          |         |             |        
|   | Authorized - 100,000,000 shares                                       |         |             |        
|   | Issued and outstanding - 35,806,572                                   |         | 35,806      |        
|   | Additional paid-in capital                                            |         | 14,606,851  |        
|   | Retained deficit                                                      |         | (14,782,722 | )      
|   | Accumulated Other Comprehensive Income                                |         |             |        
|   | Cumulative Translation Adjustment                                     |         | 203,485     |        
|   | Total Shareholders Equity                                             |         | 63,420      |        
|   | Total Liabilities and Shareholders Equity                             | $       | 1,280,335   |        
|   | See accompanying notes to condensed consolidated financial statements |         |            
|   | F-2                                                                   |         |             |        





CELTRON INTERNATIONAL, INC.

Condensed Consolidated Statements of Operations

(Unaudited)



|                                               |   | Nine Months Ended |   |        | Three Months Ended |              
|---------------------------------------------- | - | ----------------- | - | ------ | ------------------ | -------------
|                                               |   | September 30,     |   |        |                    | September 30,
|                                               |   | 2005              |   |        |                    | 2004         
|Net Sales and Gross Revenues                   |   |                   |   |        |                    |              
|Net sales                                      | $ | 1,620,392         |   | $      |                    | 2,621,601    
|Cost of sales                                  |   | (531,029          | ) |        |                    | (415,739     
|Gross Profit                                   |   | 1,089,363         |   |        |                    | 2,205,862    
|Costs and Expenses                             |   |                   |   |        |                    |              
|Selling expenses                               |   |                  |   |        |                    | 362,885      
|General and administrative expenses            |   | 2,205,390         |   |        |                    | 2,184,147    
|Acquisition of technology from related party   |   |                  |   |        |                    | 4,071,922    
|Provision for doubtful accounts and notes      |   | 230,774           |   |        |                    | 296,452      
|Stock-based compensation:                      |   |                   |   |        |                    |              
|Consulting expense                             |   | 563,400           |   |        |                    | 340,300      
|Other                                          |   |                  |   |        |                    | 900          
|Total Operating Expenses                       |   | 2,999,564         |   |        |                    | 7,256,606    
|Operating Loss                                 |   | (1,910,201        | ) |        |                    | (5,050,744   
|Other Income (Expense)                         |   |                   |   |        |                    |              
|Nonoperating income (expense), net             |   | 128,534           |   |        |                    | (109,021     
|Interest expense                               |   | (19,013           | ) |        |                    | (288,201     
|Gain on sale of investment                     |   | 3,828             |   |        |                    |             
|Loss before income taxes and minority interest |   | (1,796,852        | ) |        |                    | (5,447,966   
|Provision for Income Taxes                     |   |                  |   |        |                    | 97,862       
|Minority interest in earnings of subsidiary    |   | 158,954           |   |        |                    |             
|Net Income (Loss)                              | $ | (1,637,898        | ) | $      |                    | (5,350,104   
|Basic and diluted loss per share               | $ | (0.04)            | $ | (0.25) |                    | $            
|Weighted average common shares outstanding     |   | 36,554,980        |   |        |                    | 21,309,712   



See accompanying notes to condensed consolidated financial statements



F-3





|CELTRON INTERNATIONAL, INC.                          
|-----------------------------------------------------
|Consolidated Statements of Other Comprehensive Income
|(Unaudited)                                          





|                                              | September 30,
|--------------------------------------------- | -------------
|                                              | 2005         
|Net income (loss                              | $ (1,637,898)
|Other comprehensive income (loss), net of tax | (146,455)    
|Cumulative Translation Adjustments            |              
|Total other comprehensive income              | (146,455)    
|                                              |              
|Other comprehensive income                    | (1,784,353   







See accompanying notes to consolidated financial statements F-4





|CELTRON INTERNATIONAL, INC.
Condensed Consolidated Statement of Changes in Shareholders' Equity
(Unaudited) |             
|----------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                           
|                                                                                                           
|                                                                                                            |             
|                                                                                                            | Common Stock
|                                                                                                            | Shares      
|Balances at December 31, 2004                                                                               | 33,108,274  
|Issuance of common stock for debt                                                                           | 3,000,000   
|Issuance of common stock for consulting                                                                     |             
|services                                                                                                    | 555,000     
|Issuance of common stock for stock                                                                          |             
|options exercised                                                                                           | 300,000     
|Shares of common stock returned                                                                             |             
|for cancellation                                                                                            | (1,156,702  
|Rescission of investment agreement by                                                                       |             
|subsidiary                                                                                                  |             
|Gain on disposal of subsidiary to related party                                                             |             
|Net Loss for the nine months ended                                                                          |             
|September 30, 2005                                                                                          |            
|Cumulative Translation Adjustment                                                                           |            
|Treasury stock - Celtron                                                                                    |            
|Total comprehensive income (loss) for the                                                                   |             
|nine months ended September 30, 2005                                                                        |             
|Balances at September 30, 2005                                                                              | 35,806,572  



See accompanying notes to condensed consolidated financial statements F-5









|CELTRON INTERNATIONAL, INC.                                   |          |                   |   |           |              
|------------------------------------------------------------- | -------- | ----------------- | - | --------- | -------------
|Condensed Consolidated Statements of Cash Flows               |          |                   |   |           |              
|(Unaudited)                                                   |          |                   |   |           |              
|                                                              |          | Nine Months Ended |  
|                                                              |          | September 30,     |   |           | September 30,
|                                                              |          | 2005              |   |           | 2004         
|Net cash used in operating activities                         | $        | (321,048          | ) | $         |              
|Cash flows from investing activities:                         |          |                   |   |           |              
|Proceeds from the sale of investments, property and equipment |          | 748,269           |   |           |              
|Additions to property and equipment                           |          | (146,668)         |   |           | (319,582)    
|Loans to subsidiaries                                         |          | (399,977)         |   |           |              
|Acquisition of subsidiaries                                   |          |                  |   |           | (883,103)    
|Other                                                         |          |                  |   |           |              
|Net cash provided by (used in) investing activities           |          | 201,624           |   |           | (1,178,590)  
|Cash flows from financing activities:                         |          |                   |   |           |              
|Proceeds from sale of stock                                   |          | 90,000            |   |           |              
|Repayment of long-term debt                                   |          | (84,692)          |   |           | (47,994      
|Net change in related party advances                          |          | (79,878)          |   |           | 1,239,022    
|Proceeds from lines of credit, notes payable and              |          |                   |   |           |              
|current portion of long-term debt                             |          | 108,954           |   |           | 159,500      
|Net cash provided by (used in) financing activities           |          | 34,384            |   |           | 1,350,528    
|Net change in cash and cash equivalents                       |          | (85,040           | ) |           |              
|Effect of exchange rate changes on cash and                   |          |                   |   |           |              
|cash equivalents                                              |          | (12,054           | ) |           |              
|Cash and cash equivalents:                                    |          |                   |   |           |              
|Beginning of period                                           |          | 115,578           |   |           |              
|End of period                                                 | $ 18,484 |                   |   | $ 116,403 |              
|Supplemental disclosure of cash flow information:             |          |                   |   |           |              
|Cash paid during the period for:                              |          |                   |   |           |              
|Income taxes                                                  | $ 0      | $0                |  
|Interest                                                      | 19,014   | $0                |  
|Stock issued for debt                                         | $        | 669,000           |   | $         |              
|Stock issued for consulting services                          | $        | 563,400           |   | $         |              



See accompanying notes to condensed consolidated financial statements



F-6



Celtron International, Inc.

Notes to Financial Statements

September 30, 2005

(unaudited)







Note 1:  Basis of presentation



The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its Form 10-KSB dated December 31, 2004, and should be read in conjunction with the notes thereto.



In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.



Interim financial data presented herein are unaudited.



Note 2: Related Party Transactions



As of December 31, 2004 the Company was indebted to Opus International LLC (Opus) in the total amount of $601,769 for working capital advances.  During the nine months ended September 30, 2005 we received additional advances of approximately $283,712 and issued 3,000,000 shares of common stock to Opus as repayment of the advances made to the Company.  The shares issued were valued at the quoted market price of the Company's common stock totaling $669,000.  Opus also exercised an option for 300,000 shares at $.30/share.  The total price of the options of $90,000 reduced the amount due to Opus.



In addition, the Company was due approximately $190,000 from a subsidiary that was sold during the six months ended June 30, 2005.  The receivables were to be assumed by Opus and Opus loan account was reduced by $190,000 as of June 30, 2005, however, during the third quarter ended September 30, 2005 the receivable was determined to be uncollectible, and was returned to the Company by Opus, and Opus loan account restored accordingly.  The receivable was written-off by the Company during the quarter ended September 30, 2005.  As a result of the preceding transactions, the Company is indebted to Opus in the net amount of $125,481 as of September 30, 2005, which is included with indebtedness to related parties in the financial statements.



As of December 31, 2004 we were indebted to a director in the amount of $90,410.  During the first nine months of 2005, the same director advanced the Company $25,464.  The Company is indebted to the Director in the total amount of $115,874 at September 30, 2005, which is included with indebtedness to related parties in the financial statements.  The advances are due on demand.  Additionally, during 2005, one of our Directors made unsecured advances to us totaling $3,787 for working capital purposes, which was subsequently repaid.



During the nine month period ending September 30, 2005 six stockholders returned a total of 1,156,702 shares to the Company for cancellation as a result of various agreements entered into by the Company, the six stockholders, and several third parties.  The agreements call for the full settlement of various pending legal actions between all the parties involved.



Note 3: Stockholders Equity



During the nine month period ended September 30, 2005 we issued 555,000 free trading shares of common stock to two consultants for consulting services rendered provided to the Company. The transactions were valued at the quoted market price of the Company's common stock totaling $563,400. These transactions are reflected as stock-based compensation in the accompanying consolidated financial statements.



During the quarter ending September 30, 2005 the Companys subsidiary and a third party mutually agreed to rescind an investment agreement between the parties.  The rescission required the parties involved to return of the stock held by each party that had been originally issued under the agreement.  As a result, the Company has decreased additional paid-in capital to reflect the retired shares of the subsidiary and the return of the investment in common stock.  Therefore, as of September 30, 2005, the Companys financial statements no longer reflect the investment in the third party.  No gain or loss has been recognized in these financial statements as a result of this transaction.





Note 4: Acquisition agreement



On February 23, 2005, Celtron International, Inc. and its subsidiary, Orbtech Holdings, Limited, and Orbtech's operating subsidiary, CreditPipe (Pty), Ltd. entered into an Amended and Restated Acquisition Agreement with Knight Fuller, Inc. and Paycell, Inc. On September 10, 2004, Knight Fuller and Celtron had entered into an acquisition agreement whereby Knight Fuller acquired 100% of Paycell, Inc. from Celtron in exchange for 10 million shares of Knight Fuller common stock. In addition, on November 1, 2004, Knight Fuller and Paycell agreed to acquire 50% of the common stock of CreditPipe.



Under the terms of the Amended and Restated Agreement, the previous agreements discussed above were replaced in their entirety. In exchange for $423,000, Orbtech transferred 100% of the common stock to Knight Fuller. Because the companies involved are considered related parties, the net gain on sale of $410,200 is reflected as an increase to additional paid-in capital in these financial statements.  In addition, the original 10 million shares previously advanced to Celtron by Knight Fuller in exchange for the common stock of Paycell was reduced to 700,000 shares.





Note 5: Inventories



Inventories at September 30, 2005 are summarized as follows:



|Finished Products        | $144,439
|------------------------ | --------
|Spare Parts and Supplies | 180,100 
|Total                    | $324,539





Note 6: Debt



Debt consisted of the following at September 30, 2005:





|Notes payable to individuals          | $105,753
|------------------------------------- | --------
|Capital leases                        | 71,681  
|Total                                 | 177,434 
|Less: current maturities              | 47,505  
|Non-current portion of long-term debt | 129,929 
|                                      |         





Note 7: Income Taxes



A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the quarters ended September 30, 2005 and 2004:







|                                                                   | Nine-Months Ended
June 30,
2005 | Nine- Months Ended
June 30,
2004
|------------------------------------------------------------------ | ------------------------------- | --------------------------------
|S.A. statutory federal rate                                        | 30.00%                          | 30.00%                          
|Permanent difference                                               | 0.00%                           | 0.00%                           
|                                                                   |                                 |                                 
|Net operating loss for which no tax benefit is currently available | -30.00%                         | -30.00%                         
|                                                                   | 0.00%                           | 0.00%                           





The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred net operating losses during the periods shown on the condensed financial statements resulting in a deferred tax asset, which was fully allowed for, therefore the net benefit and expense result in there being no provision for income taxes for the nine-month periods ended September 30, 2005 and September 30, 2004.





Note 8: Litigation



In the first quarter of 2005, a complaint was filed against the Registrant, its officers and directors, independent accountants and attorneys in the United States District Court for the District of New Jersey, entitled Jay B. Ross and Protocol Electronics, Inc. v. Celtron International, Inc., Case No. 05-1300, alleging the 1997 breach of a contract allegedly entered into in 1995 between the former majority shareholder of the Registrant, Celtron Holding, Ltd., formerly known as Celtron International, Ltd., which called for the issuance of stock of the former majority shareholder in exchange for services.  The complaint alleges causes of actions for breach of contract, promissory estoppel, common law fraud, securities fraud, New Jersey Civil RICO violations and conspiracy, professional negligence against Counsel for the Registrant,

professional negligence against the independent accountants for the Registrant, negligence of officers and directors, and tortuous interference with contract.  Management and Counsel for the Registrant believe the action to be totally without merit.  The Registrant has answered the complaint, and plans to file a motion for summary judgment.







Results of Operations



Three Months Ended September 30, 2004 and 2005.



The net loss for the three months ended September 30, 2005 was $261,408 compared with a net loss of $617,770 for the three months ended September 30, 2004. The primary reason for the change was the companys elimination of unprofitable subsidiaries.





Nine Months Ended September 30, 2004 and 2005



The net loss for the nine months ended September 30, 2005 was $1,637,898, compared with a net loss of $5,350,104 for the nine months ended September 30, 2004.  The primary reason for the change was a one-time expense of $4,071,992 in the nine months ended September 30, 2004 as stock based compensation for the development of technology.











Liquidity and Capital Resources



Celtron International, Inc.s (the Company or Celtron) consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.   Celtron uses cash and cash equivalents as its primary measure of liquidity.  Since inception, we have financed our growth with loans from our shareholders.  As of September 30, 2004, we had $116,403 cash on hand and total current liabilities of $838,286, compared with $116,403 cash on hand and current liabilities of $838,286 as of September 30, 2004.  We believe that our current cash needs for at least the next twelve months can be met by our operations and private placements of our securities.  Except as discussed above, management is not aware of any other known trends, events, commitments or uncertainties that will have a significant impact on liquidity.







ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Celtron is subject to very little, if any, market risk as its cash and cash equivalents are invested in short-term money market funds.



ITEM 4. CONTROLS AND PROCEDURES



The Registrants management has evaluated the effectiveness of the Registrants disclosure controls and procedures (as such term is defined in Rules 13a-15(c) under the Securities Exchange Act of 1934, as amended) as of the period covered by this report.  Based on such evaluation, the Registrants Chief Executive Officer has concluded that, as of the end of such period, the Registrants disclosure controls and procedures are effective.



There have not been any changes in the Registrants internal control over financial reporting (as defined in Rule 13-a 15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.











PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



In the first quarter of 2005, a complaint was filed against the Registrant, its officers and directors, independent accountants and attorneys in the United States District Court for the District of New Jersey, entitled Jay B. Ross and Protocol Electronics, Inc. v. Celtron International, Inc., Case No. 05-1300, alleging the 1997 breach of a contract allegedly entered into in 1995 between the former majority shareholder of the Registrant, Celtron Holding, Ltd., formerly known as Celtron International, Ltd., which called for the issuance of stock of the former majority shareholder in exchange for services.  The complaint alleges causes of actions for breach of contract, promissory estoppel, common law fraud, securities fraud, New Jersey Civil RICO violations and conspiracy, professional negligence against Counsel for the Registrant, professional negligence against the independent accountants for the Registrant, negligence of officers and directors, and tortuous interference with contract.  Management and Counsel for the Registrant believe the action to be totally without merit.  The Registrant has answered the complaint, and plans to file a motion for summary judgment.



In response to an action filed in the High court of South Africa against the officers and directors of our former subsidiary: CreditPipe Pty Ltd., Neil Davis and Brandon Sandiford filed, in May 2005, an action against Celtron International; Inc. and CreditPipe in the High Court of south Africa, Case No. 20890/05, seeking damagers and affirmative relief under the contract by which CreditPipe was acquired by Celtron International, Inc.  In April 2005, Mosaic Software filed a liquidation action in the High Court of South Africa against CreditPipe, alleging breach of a contract for the purchase of Postilion switch software, Case No. 19353/05.  All cases were settled in a global settlement agreement in July 2005.  The terms of the settlement agreement are confidential.









ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





During the third quarter, 3,000,000 shares of common stock were issued to Opus International, LLC, an affiliate and sophisticated investor, who has access to all corporate and financial information, in discharge of $283,712owed to the investor for working capital advances.  In the same period, Opus International, LLC exercised an option to purchase 300,000 shares of common stock at $.30 per share, in discharge of $90,000 in debt owed to Opus for capital advances.  Both issuances were made in reliance upon Section 4(2) of the Securities Act of 1933.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



|(a) Exhibits:

31.1     Rule 13a-14(a)/15d-14(a) Certification

31.2     Rule 13a-14(a)/15d-14(a) Certification

32.1     Section 1350 Certification.

32.2     Section 1350 Certification
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K:



11/1/05: Entry into definitive material agreement



SIGNATURES



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



CELTRON INTERNATIONAL, INC.



|BY:  /s/ Allen Harington
--------------------------------------
Allen Harington
Chief Executive Officer and Chief Financial Officer
Date: November 11, 2005
|-----------------------------------------------------------------------------------------------------------------------------------------------------------
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