U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Amendment No. 1 to



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 June 30, 2005



OR



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

EXCHANGE ACT



For the transition period from ___________ to ___________



Commission file number 333-87968



Celtron International, Inc.

______________________________________________



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







|Nevada                                                         | 91-1903590                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.)
|                                                               |                                     
|563 Old Pretoria Road                                          |                                     
|Midrand, South Africa                                          |                                     
|(Address of principal executive office                         | (Zip Code                           











Registrant's telephone number, including area code 011-2783-652-6350





____________________________________________________

(former name, former address and former fiscal year, if changed)



Check whether the issuer  (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. Yes X     No___



The number of shares of common stock, $0.001 par value, outstanding as of August 18, 2005 was 37,400,774.



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





PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.



CELTRON INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2005

(unaudited)



|Assets                                                   
|---------------------------------------------------------
|Current Assets                                           
|                                                         
|                                                         
|Trade, net of allowance for doubtful accounts of$  27,222
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Due from related parties                                 
|Other investments, at cost                               
|Property and equipment, net of accumulated               
|                                                         
|Intangible assets                                        
|                                                         
|                                                         
|                                                         
|                                                         
|Total Assets                                             
|                                                         
|Liabilities and Shareholders Equity                      
|Current Liabilities                                      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Non-Current Liabilities                                  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Total Liabilities                                        
|Shareholders Equity                                      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Total Liabilities and Shareholders Equity                
|                                                         





CELTRON INTERNATIONAL, INC.

Condensed Consolidated Statements of Operations

(Unaudited)



|                                               | Six Months Ended                             | Three Months Ended          
|---------------------------------------------- | -------------------------------------------- | ----------------------------
|                                               | June 30,                                     | June 30,                    
|                                               | 2005                                         | 2004                        
|Net Sales and Gross Revenues                   |                                              |                             
|                                               | Net sales                                    |                             
|                                               | Cost of sales                                |                             
|                                               |                                              |                             
|                                               |                                              |                             
|Costs and Expenses                             |                                              |                             
|                                               | Selling expenses                             |                            
|                                               | General and administrative expenses          | 299,743                     
|                                               | Acquisition of technology from related party |                            
|                                               | Provision for doubtful accounts and notes    |                            
|                                               | Stock-based compensation:                    |                             
|                                               |                                              | Consulting expense (Note 10)
|                                               | Other operating expenses                     | 1,195,720                   
|                                               |                                              |                             
|                                               |                                              |                             
|Operating Loss                                 |                                              | (1,585,101)                 
|                                               |                                              |                             
|Other Income (Expense)                         |                                              |                             
|                                               | Nonoperating income                          | 80,153                      
|                                               | Interest expense                             | (3,265)                     
|                                               | Gain on sale of investment                   | 3,891                       
|                                               |                                              |                             
|Loss before income taxes and minority interest | (1,504,322)                                  | (4,846,562)                 
|                                               |                                              |                             
|Provision for Income Taxes                     |                                             |                            
|                                               |                                              |                             
|Minority interest in earnings of subsidiary    | 127,832                                      |                            
|                                               |                                              |                             
|Net Income (Loss)                              | $(1,376,490)                                 | $(4,846,562)                
|                                               |                                              |                             
|Basic and diluted loss per share               | $ (0.0379)                                   | $ (0.2274)                  
|                                               |                                              |                             
|Weighted average common shares outstanding     | 36,355,279                                   | 21,309,712                  





CELTRON INTERNATIONAL, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)







|                                                                                   | Six Months Ended
|---------------------------------------------------------------------------------- | ----------------
|                                                                                   | June 30
2005    
|                                                                                   |                 
|Net Cash used in operating activities                                              | (709,559)       
|                                                                                   |                 
|Proceeds from the same of investments, property and equipment                      | 760,633         
|Additions to property and equipment                                                |                 
|Other                                                                              | 20,966          
|Net cash provided by (used in) investing activities                                | 645,824         
|Proceeds from sale of stock                                                        | 90,000          
|Repayment of long-term debt                                                        | (72,564)        
|Net change in related party advances                                               | (78,500)        
|Proceeds from lines of credit, notes payable and current portion of long term debt | 16,743          
|Net cash provided by (used in) financing activities                                | (44,411)        
|Net change in cash and cash equivalents                                            | (107,146)       
|cash equivalents                                                                   | 9,859           
|Beginning of period                                                                | 115,578         
|End of period                                                                      | $18,291         
|Cash paid during the period for:                                                   |                 
|Income taxes                                                                       | 0               
|Interest                                                                           | 0               
|Stock issued for debt                                                              | 669,000         





CELTRON INTERNATIONAL, INC.

Condensed Consolidated Statement of Changes in Shareholders Equity

(Unaudited)





|                  | Common Stock |           |                            |                  |                                 |                |            
|----------------- | ------------ | --------- | -------------------------- | ---------------- | ------------------------------- | -------------- | -----------
|                  | Shares       | Par Value | Additional paid in Capital | Retained Deficit | Other Comprehensive
Income/Loss | Treasury Stock | Total      
|December 31, 2004 | 33,108,274   | $33,108   | 13,078,858                 | $(13,144,824)    | $349,940                        | $(192,758)     | $124,324   
|                  |              |           |                            |                  |                                 |                |            
|                  | 3,000,000    | 3,000     | 666,000                    |                 |                                |               | 669,000    
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  | 555,000      | 555       | 562,845                    |                  |                                 |                | 563,400    
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  | 300,000      | 300       | 89,700                     |                  |                                 |                | 90,000     
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  | (262,500)    | (263)     | 263                        |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  |             |          |                           | (1,376,490)      |                                |               | (1,376,490)
|                  |              |           |                            |                  |                                 |                |            
|                  |             |          |                           |                 | (188,034)                       |               | (188,034)  
|                  |              |           |                            |                  |                                 |                |            
|                  |             |          |                           |                 |                                | 192,758        | 192,758    
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  |              |           |                            |                  |                                 |                |            
|                  | 36,700,774   | $36,700   | $14,807,866                | $(14,521,314)    | 161,906                         | $             | $485,158   



























CELTRON INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

(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 six months ended June 30, 2005 we received additional advances of $268,498 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 $190,000 from a subsidiary that was sold during the quarter.  The receivables were assumed by Opus and Opus loan account was reduced by $190,000.  As a result of the preceding transactions, the Company is due $77,499 from Opus as of June 30, 2005.  The indebtedness is unsecured, non-interest bearing, and has no specific terms of repayment, however approximately $60,000 was repaid in July, 2005 and management anticipates that the remaining balance will be repaid in the third quarter of 2005.



As of December 31, 2004 we were indebted to a director in the amount of $90,410.  During 2005, one of our Directors made unsecured advances to us totaling $3,787 for working capital purposes. We repaid the Directors a total of $14,601 and are indebted to the Directors in the amount of $75,809 and $3,787, respectively, at March 31, 2005.  The advances are due on demand.



During the six month period ending June 30, 2005 two stockholders returned 262,500 shares to the Company for cancellation as a result of an agreement entered into by the Company and the two stockholders.  The agreement calls for the full settlement of various pending legal actions between the parties.



Note 3: Stockholders Equity



During the six month period ended June 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.



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. The $423,000 is reflected as a gain on sale of investment 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 June 30, 2005 are summarized as follows:



|Finished Products        | $163,157
|------------------------ | --------
|Spare Parts and Supplies | 203,439 
|                         | $366,596





Note 6: Debt



Debt consisted of the following at June 30, 2005:





|Notes payable to individuals | $104,986
|---------------------------- | --------
|Capital leases               | 50,923  
|Total                        | $155,909





Note 7: Income Taxes



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



|                                                                   | Six Months Ended
June 30,
2005 | Six 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 six-month periods ended June 30, 2005 and June 30, 2004.







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION



The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-KSB and other filings with the Securities and Exchange Commission made by the Registrant from time to time.  The discussion of the Registrants liquidity, capital resources and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrants operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein.  This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in the report.









Liquidity and Capital Resources



Celtron International, Inc.s (the Company) 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.  It has experienced significant losses since inception.  These and other potential issues raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The Company uses cash and cash equivalents as its primary measure of liquidity. As of June 30, 2005, the Companys cash and cash equivalents decreased by $97,287 since December 31, 2004 to $18,291. The decrease is due primarily to cash used in operating activities.



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.



None of the recently issued accounting standards had any effect on the Registrants financial statements.



Results of Operations



The Six Months ended June 30, 2005 compared to the Six Months ended June 30, 2004



Revenues



Total revenues amounted to $819,341 for the six months ended June 30, 2005 compared to $1,517,159 for the corresponding period in the prior year, a decrease of  $697,818.  This decrease was the result primarily of the restructuring of the Company and the elimination of unprofitable subsidiaries.



Operating Expenses



Costs and expenses amounted to $2,058,863 for the six months ended June 30, 2005 compared to $6,033,630 for the corresponding period in the prior year, a decrease of $3,974,767.  This decrease was primarily the result of  a one time expense of $4,071,922 in the second quarter of last year taken for stock issued for technology.



Net Income or Loss



Net loss amounted to $1,376,490 for the six months ended June 30, 2005 compared to net loss of $4,846,562 for the corresponding period in the prior year, a decrease of $3,470,072.  The decrease is primarily attributed to the one time expense  in the same period last year for stock issued in exchange for technology.



ITEM 3. 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 the 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 response to an action filed in the High Court of South Africa against the officers and directors of our former subsidiary; CreditPipe (Pty) Ltd., case number 17018/2005,   Neil Davis and Brandon Sandiford filed, in May 2005, an action against Celtron International, Inc., CreditPipe, Celtron International, Inc. and Orbtech Holdings; Ltd., in the High Court of South Africa, Case No. 20890/05, seeking damages and affirmative relief under the contract by which CreditPipe was originally purchased by Celtron International, Inc.  In April 2005, Mosaic Software filed a liquidation action in the High Court of South Africa against CreditPipe, seeking damages for an alleged breach of contract for 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.  There was no other litigation to which the Company was a party pending in the period covered by this report.







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



The following securities were issued during the period covered by this report and were not registered under the Securities Act.



On or about June 14, 2005, the Registrant issued a net of 250,000 shares of its common stock to an affiliate; a sophisticated investor who had access to all corporate and financial information, in discharge of debt owed to the related party, in reliance upon Section 4(2) of the Securities Act of 1933.





ITEM 4.  SUBMISION OF MATTERS TO VOTE OF SECURITY HOLDERS



There have been no submissions of matters to the vote of security holders for the period covered by this report.







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:



April 11, 2005

Amended change of accountants to Stark Winter Schenkein

April 29, 2005

Resignation of accountants to Stark Winter Schenkein

May 2, 2005

Resignation of Ronald Pienaar

May 4, 2005

Resignation of accountants Stark Winter Schenkein

May 11, 2005

Appointment of accountants Cordovano and Honeck



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

Date: August 21, 2005
|-----------------------------------------------------------------------------------------------------------------