**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-Q/A**








**QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**








**For
      The Quarterly Period Ended March 31, 2005**








Commission
      File No. **001-31354**











**LaPolla
      Industries, Inc.**


**(formerly
      known as IFT Corporation)**


*(Exact
      name of Registrant as Specified in its Charter)*





**Delaware**
            
            **13-3545304***(State
                of Incorporation)*
            
            *(I.R.S.
                Employer Identification No.)***Intercontinental
                Business Park**
              **15402
                Vantage Parkway East, Suite 322**
              **Houston,
                Texas**
            
            **77032***(Address
                of Principal Executive Offices)*
            
            *(Zip
                Code)*





**(281)
      219-4700**


*(Registrant’s
      Telephone Number)*





Indicate
      by check mark whether the 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, and (2) has been subject to such filing requirements for
      the past 90 days. Yes þ No o




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





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.




As
      of May
      12, 2005 there were 50,200,219 shares of Common Stock, par value $.01,
      outstanding.













**ITEMS
        AMENDED HEREBY**





As
        used
        in this amended report, the "Company" or "Us" or "We" or “Our” refer to LaPolla
        Industries, Inc., a Delaware corporation, unless the context otherwise requires.
        Effective October 1, 2005, IFT Corporation, a Delaware corporation, merged
        its
        wholly owned subsidiary, LaPolla Industries, Inc., an Arizona corporation,
        into
        itself, whereupon the separate existence of LaPolla Industries, Inc., an
        Arizona
        corporation, ceased and IFT Corporation continued as the surviving corporation.
        Effective November 8, 2005, IFT Corporation changed its corporate name to
        LaPolla Industries, Inc. The information presented herein reflects the new
        corporation name, LaPolla Industries, Inc., which is the same name previously
        associated with the Company’s former wholly owned subsidiary LaPolla Industries,
        Inc. located in Arizona that was acquired on February 11, 2005 and merged
        into
        IFT Corporation as described above. Please find below a description of the
        items
        amended hereby:





**(A)** ***Reclassification
        of Continuing and Discontinued Operations***  - The
        Company reevaluated the condensed consolidated financial statements and related
        notes as originally presented and filed with the Securities and Exchange
        Commission (“SEC”) based on comments received from the SEC regarding the manner
        in which the continuing and discontinued operations were originally presented
        and determined that certain reclassifications were required to make the
        presentation conform to applicable accounting principles. The Company
        discontinued certain operations that took place during the years 2000 throughout
        2004. At December 31, 2004, the current operations in effect related to the
        public company itself as a holding company and one wholly owned subsidiary,
        Infiniti Products, Inc. (“Infiniti Subsidiary”). The Infiniti Subsidiary was
        acquired effective September 1, 2001. The original report filed with the
        SEC did
        not fully separate and segregate all of the financial and other related
        information related to our discontinued operations from our continuing
        operations. The aggregate financial data originally presented was not affected
        by the reclassification.





**(B)** ***Reclassification
        of Certain Cost of Sales and Selling, General and Administrative
        Expenses***  -
        The
        Company reevaluated the Condensed Consolidated Statements of Operations as
        originally presented and filed with the SEC based on comments received from
        the
        SEC regarding the manner in which other similarly situated public companies,
        like us, record certain direct labor expenses, shipping and handling costs,
        and
        warehousing costs, and determined that certain reclassifications were required
        to make the Company’s Condensed Consolidated Statements of Operations comparable
        to other similarly situated public companies. The Company recorded certain
        direct labor expenses related to receiving, purchasing and inspection, shipping
        and handling costs, and warehousing costs as Selling, General and
        Administrative. The aggregate amount of costs and expenses of the Company
        originally presented were not affected by these reclassifications. The Company
        reclassified certain direct labor expenses related to receiving, purchasing
        and
        inspection, shipping and handling costs (outbound freight) and warehousing
        costs
        originally included in the Selling, General and Administrative line item
        on the
        Condensed Consolidated Statements of Operations and included these amounts
        in
        the Cost of Sales line item.





**(C)** ***Restatement
        of Inventory and Cost of Sales*** ** -
        The
        Company reevaluated the condensed consolidated financial statements and related
        notes as originally presented and filed with the SEC based on comments received
        from the SEC in paragraph (B) above and Accounting Research Bulletin 43,
        Chapter
        4, regarding the manner in which the acquisition and production costs relating
        to inventory were recorded and determined that a restatement of the value
        of
        inventory was necessary to make the presentation conform to applicable
        accounting principles. The Company recorded certain acquisition and production
        direct and indirect costs in the Costs of Sales line item related to
        manufacturing and distribution operations which should have been capitalized
        and
        included as part of the cost of acquisition and production of inventory.
        The
        aggregate amount of assets, cost of sales, net loss, and accumulated deficit
        of
        the Company originally reported were affected by the restatement. The Company,
        after the reclassifications in (A) and (B) above, restated the value of
        Inventories on the Condensed Consolidated Balance Sheets and Cost of Sales
        on
        the Condensed Consolidated Statements of Operations.





**(D)** ***Restatement
        of Allowance for Doubtful Accounts and Bad Debt
        Expense*** ** -
        The
        Company reevaluated the condensed consolidated financial statements and related
        notes as originally presented and filed with the SEC based on comments received
        from the SEC regarding the manner in which the allowance for doubtful accounts
        was calculated and determined that a restatement was necessary to make the
        presentation conform to applicable accounting principles. As described in
        paragraph (A) above, the Company discontinued certain operations, one of
        which
        was its wholly-owned subsidiary RSM Technologies, Inc. (“RSM Subsidiary”), on
        November 5, 2004. The RSM Subsidiary’s operations related to the former RSM
        Products, which products were initially distributed through the Infiniti
        Subsidiary. The Infiniti Subsidiary also distributed its own Infiniti Products.
        The Infiniti Subsidiary’s accounting policy with respect to the method and
        percentages used to determine the valuation allowance for uncollectible
        receivables was based primarily on the historical data relating to bad debts
        of
        the former RSM products. The Company acquired LaPolla Industries, Inc., an
        Arizona corporation, on February 11, 2005 (the “LaPolla Subsidiary”), which
        adopted the aforementioned Infiniti Subsidiary’s accounting policy to be
        consistent at the time. The Company, after the reclassifications in paragraph
        (A) above, reevaluated the historical data relating to bad debts for the
        Infiniti Products and determined a change in method and percentages used
        to
        calculate the valuation allowance for uncollectible receivables was required
        for
        the year 2004. The Company changed the method from the aging method to the
        percentage-of-sales method and adjusted the percentage used to match the
        historical data relating to bad debts and credit sales of the Infiniti Products
        for the year 2004. The Company reevaluated the percentage-of-sales method
        and
        percentage used for the 2004 year again for the first quarter of 2005 against
        the historical data relating to bad debts and credit sales of the Infiniti
        Products and LaPolla Products and determined that the 2004 year criteria
        was
        also appropriate for the first quarter of 2005. The aggregate amount of assets,
        expenses, net loss, and accumulated deficit of the Company originally reported
        were affected by the restatement. The Company, after the reclassifications
        in
        paragraphs (A) and (B) and restatement in paragraph (C), restated the allowance
        for doubtful accounts on the Condensed Consolidated Balance Sheets and Bad
        Debt
        expense included in the Selling, General and Administrative line item on
        the
        Condensed Consolidated Statements of Operations.





**(E)** ***Restatement
        of Goodwill and Other Intangible Assets and Amortization
        Expense***  -
        The
        Company reevaluated the condensed consolidated financial statements and related
        notes as originally presented and filed with the SEC based on comments received
        from the SEC regarding the manner in which goodwill was recorded in connection
        with the LaPolla Subsidiary acquisition and determined that a restatement
        was
        necessary to make the presentation conform to applicable accounting principles.
        In connection with the acquisition of the LaPolla Subsidiary, the Company
        acquired a customer list and product formulation which assets were included
        in
        the aggregate value of goodwill attributable to the transaction, when they
        should have been valued separately, disaggregated from goodwill, treated
        as
        other intangible assets, and amortized according to their estimated useful
        lives. The aggregate amount of assets, expenses, net loss, and accumulated
        deficit of the Company originally reported were affected by the restatement.
        The
        Company, after the reclassifications in paragraphs (A) and (B) and restatements
        in paragraphs (C) and (D), separately valued the customer list and product
        formulation, disaggregated these values from the goodwill and identified
        them as
        other intangible assets on the Condensed Consolidated Balance Sheets,
        established useful lives, and recorded amortization expense in the Selling,
        General and Administrative line item on the Condensed Consolidated Statement
        of
        Operations.





The
        Company has fully updated all affected portions of this amended report,
        including the condensed consolidated financial statements and related notes
        and
        MD&A, to reflect the reclassifications and restatements described above. In
        addition, certain scrivener’s errors and captions in the condensed consolidated
        financial statements and related notes and disclosures have been updated
        throughout this amended report to make the presentation more useful,
        informative, transparent, and comparative.





A-2





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**FORM
      10-Q/A**


**FOR
      THE QUARTER ENDED MARCH 31, 2005**


**INDEX**


**Page****PART
                  I**
              
              
              **FINANCIAL
                  INFORMATION****Item
                  1**
              
              **Financial
                  Statements**
              **A-4****Item
                  2**
              
              **Management’s
                  Discussion and Analysis of Financial Condition and
                  Results of Operations**
              **A-12****Item
                  3**
              
              **Quantitative
                  and Qualitative Disclosures About Market
                  Risk**
              **A-15****Item
                  4**
              
              **Controls
                  and Procedures**
              **A-15****PART
                  II**
              
              
              **OTHER
                  INFORMATION****Item
                  1**
              
              **Legal
                  Proceedings**
              **A-15****Item
                  2**
              
              **Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds**
              **A-15****Item
                  3**
              
              **Defaults
                  Upon Senior Securities**
              **A-15****Item
                  4**
              
              **Submission
                  of Matters to a Vote of Security
                  Holders**
              **A-15****Item
                  5**
              
              **Other
                  Information**
              **A-15****Item
                  6**
              
              **Exhibits**
              **A-15****SIGNATURES**
              
              **A-16****INDEX
                  OF EXHIBITS**
              
              **A-17**




A-3
 *Index*





**PART
      I — FINANCIAL INFORMATION**





**Item
                1.**
            **Financial
                Statements.**




**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**INDEX
      TO FINANCIAL STATEMENTS AND**


**FINANCIAL
      STATEMENT SCHEDULES**




**CONDENSED
                  CONSOLIDATED BALANCE SHEETS****March
                  31, 2005 (Unaudited) and December 31, 2004**
              **A-5****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)****Three
                  Months Ended March 31, 2005 and 2004**
              **A-6****CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)****Three
                  Months Ended March 31, 2005 and 2004**
              **A-7****NOTES
                  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  (UNAUDITED)**
              **A-8**








All
      schedules for which provision is made in the applicable accounting regulations
      of the Securities and Exchange Commission are not required under the related
      instructions or are not applicable, and therefore have been
      omitted.




A-4
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**March
                    31,**
                  **2005**
                
                **December
                    31,**
                  **2004****Restated**
                
                **Restated****(Unaudited)****ASSETS**Current
                    Assets:Cash
                
                $
                121,547
                
                $
                24,465Trade
                    Receivables, Net
                
                
                2,638,344
                
                
                691,926Inventories
                
                
                628,728
                
                
                267,995Prepaid
                    Expenses and Other Current Assets
                
                
                128,386
                
                
                41,053Current
                    Portion of Assets of Discontinued Operations
                
                
                199
                
                
                438Total
                    Current Assets
                
                
                3,517,204
                
                
                1,025,877Property,
                    Plant and Equipment, Net
                
                
                352,202
                
                
                287,784Other
                    Assets:Goodwill
                
                
                1,951,000
                
                
                774,000Other
                    Intangible Assets, Net
                
                
                205,783
                
                
                —Deposits
                    and Other Non-Current Assets
                
                
                58,444
                
                
                56,471Total
                    Other Assets
                
                
                2,215,227
                
                
                830,471Total
                    Assets
                
                $
                6,084,633
                
                $
                2,144,132**LIABILITIES
                    AND STOCKHOLDERS’ (DEFICIT)**Current
                    Liabilities:Accounts
                    Payable
                
                $
                3,013,366
                
                $
                1,126,847Accrued
                    Expenses and Other Current Liabilities
                
                
                455,232
                
                
                471,008Line
                    of Credit
                
                
                158,218
                
                
                219,152Loans
                    Payable - Related Party
                
                
                3,164,407
                
                
                5,670,000Current
                    Portion of Long-Term Debt
                
                
                20,993
                
                
                24,582Current
                    Portion of Liabilities from Discontinued Operations
                
                
                1,435,285
                
                
                1,220,485Total
                    Current Liabilities
                
                
                8,247,501
                
                
                8,732,074Other
                    LiabilitiesNon
                    Current Portion of Long-Term Debt
                
                
                8,169
                
                
                14,243Non
                    Current Portion of Liabilities from Discontinued
                    Operations
                
                
                525,000
                
                
                525,000Reserve
                    for Litigation
                
                
                15,000
                
                
                15,000Total
                    Other Liabilities
                
                
                548,169
                
                
                554,243Total
                    Liabilities
                
                
                8,795,670
                
                
                9,286,317Stockholders’
                    (Deficit):Preferred
                    Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which
                    Designations:Series
                    A Convertible, 750,000 Shares Authorized; 62,500 Issued and Outstanding
                    (Less Offering Costs of $7,465) atMarch
                    31, 2005 and December 31, 2004; $62,500 aggregate liquidation
                    preference
                    at March31,
                    2005 and December 31, 2004
                
                
                55,035
                
                
                55,035Common
                    Stock, $.01 Par Value; 60,000,000 Shares Authorized; 50,200,219
                    and
                    32,014,369 Issued and Outstanding at March 31, 2005 and December
                    31, 2004,
                    Respectively
                
                
                502,002
                
                
                320,144Additional
                    Paid-In Capital
                
                
                59,445,554
                
                
                53,625,390Accumulated
                    (Deficit)
                
                
                (62,713,628
                )
                
                (61,142,754
                )Total
                    Stockholders’ (Deficit)
                
                
                (2,711,037
                )
                
                (7,142,185
                )Total
                    Liabilities and Stockholders’ (Deficit)
                
                $
                6,084,633
                
                $
                2,144,132


See
      accompanying notes to condensed consolidated financial statements.





A-5
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**








**Three
                  Months Ended March 31,****2005**
                **Restated**
              
              **2004**
                **Restated**Sales:Coatings,
                  Sealants and Other Products
              
              $
              2,457,653
              
              $
              460,897Total
                  Sales
              
              
              2,457,653
              
              
              460,897Cost
                  of Sales:Coatings,
                  Sealants and Other Products
              
              
              2,204,993
              
              
              356,625Total
                  Cost of Sales
              
              
              2,204,993
              
              
              356,625Gross
                  Profit
              
              
              252,660
              
              
              104,272Operating
                  Expenses:Selling,
                  General and Administrative
              
              
              1,089,502
              
              
              537,770Professional
                  Fees
              
              
              266,495
              
              
              114,148Depreciation
                  and Amortization
              
              
              22,559
              
              
              20,370Consulting
                  Fees
              
              
              61,382
              
              
              10,213Interest
                  Expense
              
              
              17,840
              
              
              28,725Interest
                  Expense - Related Party
              
              
              38,650
              
              
              14,486Other
                  (Income) Expense
              
              
              —
              
              
              668Total
                  Operating Expenses
              
              
              1,496,428
              
              
              726,380Operating
                  (Loss)
              
              
              (1,243,768
              )
              
              (622,108
              )(Loss)
                  From Discontinued Operations
              
              
              (327,105
              )
              
              (1,084,929
              )Net
                  (Loss)
              
              $
              (1,570,873
              )
              $
              (1,707,037
              )Net
                  (Loss) Per Common Share-Basic and Diluted:Continuing
                  Operations
              
              $
              (0.025
              )
              $
              (0.021
              )Discontinued
                  Operations
              
              
              (0.006
              )
              
              (0.037
              )Total
              
              $
              (0.031
              )
              $
              (0.058
              )Weighted
                  Average Shares Outstanding
              
              
              49,792,164
              
              
              28,833,543







**(A)** ***Reclassification
        of Certain Cost of Sales and Selling, General and Administrative
        Expenses***  -
        The
        Company reclassified certain direct labor expenses related to receiving,
        purchasing and inspection, shipping and handling costs (outbound freight)
        and
        warehousing costs originally included in the Selling, General and Administrative
        line item on the Condensed Consolidated Statements of Operations and included
        these amounts in the Cost of Sales line item for the quarter ended March
        31,
        2005. The reclassification affected Coatings,
        Sealants and Other Products in the Cost of Sales line item and Total Cost
        of
        Sales which each increased $131,886 ;
        Gross
        Profit decreased $131,886; Selling, General and Administrative decreased
        $126,087; Depreciation and Amortization decreased $5,799; and Total Operating
        Expenses decreased $131,886.





**(B)** ***Restatement
        of Inventory and Cost of Sales***  -
        The
        Company, after the reclassification in paragraph (A) above, restated the
        value
        of Inventories on the Consolidated Balance Sheets and Cost of Sales on the
        Consolidated Statements of Operations for the quarter ended March 31, 2005.
        Inventories, Total Current Assets, and Total Assets each increased $49,951;
        and
        Coatings, Sealants and Other Products in the Cost of Sales line item and
        Total
        Cost of Sales each decreased $30,995; Gross Profit increased $30,995; and
        Operating Loss and Net Loss each decreased $30,995. No income tax effects
        were
        related to this restatement. ***See*** Note 17,
        paragraph (C) for illustrative requirement.





**(C)** ***Restatement
        of Allowance for Doubtful Accounts and Bad Debt
        Expense*** ** -
        The
        Company, after the reclassification in paragraph (A) and restatement in
        paragraph (B) above, restated the Allowance for Doubtful Accounts for the
        quarter ended March 31, 2005, and Bad Debt expense included in the Selling,
        General and Administrative line item on the Condensed Consolidated Statements
        of
        Operations, for the three months ended March 31, 2005. Allowance for Doubtful
        Accounts decreased $23,382; Total Current Assets and Total Assets each increased
        $23,382; and Selling, General and Administrative, Operating Loss, and Net
        Loss
        each decreased $23,382. No income tax effects were related to this restatement. ***See*** Note 17,
        paragraph (D) for illustrative requirement.





**(D)** ***Restatement
        of Goodwill and Other Intangible Assets and Amortization
        Expense***  -
        The
        Company, after the reclassification in paragraph (A) and restatements in
        paragraphs (B) and (C) above, separately valued the customer list and product
        formulation acquired with the LaPolla Subsidiary, disaggregated these values
        from Goodwill and identified them as Other Intangible Assets, and recorded
        Amortization expense in the Selling, General and Administrative line item
        on the
        Condensed Consolidated Statement of Operations for the quarter ended March
        31,
        2005. Goodwill and Other Intangible Assets, Net, Total Other Assets, and
        Total
        Assets each decreased $1,923; and Depreciation and Amortization, Operating
        Loss,
        and Net Loss each increased $1,923. No income tax effects were related to
        this
        restatement. ***See*** Note 17,
        paragraph (E) for illustrative requirement.




See
      accompanying notes to condensed consolidated financial statements




A-6
 *Index*





**LAPOLLA
      INDUSTRIES, INC.**


**(F/K/A
      IFT CORPORATION)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**Three
                    Months Ended March 31,****2005**
                
                **2004****Restated**
                
                **Restated***Cash
                    Flows From Operating Activities*Net
                    (Loss)Continuing
                    Operations
                
                $
                (1,243,769
                )
                $
                (622,108
                )Discontinued
                    Operations
                
                
                (327,105
                )
                
                (1,084,929
                )Adjustments
                    to Reconcile Net (Loss) to Net Cash Provided by (Used in) by
                    Operating
                    Activities:Depreciation
                    and Amortization
                
                
                28,358
                
                
                20,370Provision
                    for Losses on Trade Receivables
                
                
                —
                
                
                —Stock
                    Based Operating Expenses:Other
                    Compensation
                
                
                2,000
                
                
                6,370Changes
                    in Assets and Liabilities, Net of Effects from Purchase of LaPolla
                    SubsidiaryTrade
                    Receivables
                
                
                (434,206
                )
                
                37,024Inventories
                
                
                (49,163
                )
                
                (20,934
                )Prepaid
                    Expenses and Other Current Assets
                
                
                (81,832
                )
                
                (197,090
                )Deposits
                    and Other Non Current Assets
                
                
                5,168
                
                
                (219
                )Accounts
                    Payable
                
                
                718,366
                
                
                (47,096
                )Accrued
                    Expenses and Other Current Liabilities
                
                
                124,757
                
                
                77,995Reserve
                    for Litigation
                
                
                —
                
                
                15,000Net
                    Operating Activities of Discontinued Operations
                
                
                215,040
                
                
                528,521Net
                    Cash (Used in) Operating Activities
                
                
                (1,042,386
                )
                
                (1,286,428
                )*Cash
                    Flows From Investing Activities*Additions
                    to Property, Plant and Equipment
                
                $
                (45,610
                )
                $
                (54,379
                )Payment
                    for Purchase of LaPolla Subsidiary, Net of Cash Acquired
                
                
                (1,931,825
                )
                
                —Net
                    Investing Activities of Discontinued Operations
                
                
                —
                
                
                —Net
                    Cash Provided by (Used in) Investing Activities
                
                
                (1,977,435
                )
                
                (54,379
                )*Cash
                    Flows From Financing Activities*Proceeds
                    from the Issuance of Stock
                
                $
                —
                
                $
                —Proceeds
                    from Lines of Credit
                
                
                1,039
                
                
                3,874Payments
                    on Lines of Credit
                
                
                (61,973
                )
                
                (3,500
                )Proceeds
                    from Loans Payable - Related Party
                
                
                3,187,500
                
                
                1,370,000Principal
                    Repayments on Long Term Debt
                
                
                (9,079
                )
                
                (1,351
                )Principal
                    Payments under Capital Lease Obligation
                
                
                (584
                )
                
                (220
                )Net
                    Financing Activities of Discontinued Operations
                
                
                —
                
                
                (9,927
                )Net
                    Cash Provided by Financing Activities
                
                
                3,116,903
                
                
                1,358,876*Net
                    Increase In Cash*
                
                $
                97,082
                
                $
                17,709*Cash
                    at Beginning of Period*
                
                
                24,465
                
                
                35,385*Cash
                    at End of Period*
                
                $
                121,547
                
                $
                53,094*Supplemental
                    Disclosure of Cash Flow Information:*Cash
                    Payments for Income Taxes
                
                $
                —
                
                $
                —Cash
                    Payments for Interest
                
                $
                17,841
                
                $
                32,641*Supplemental
                    Schedule of Non Cash Investing and Financing
                    Activities*Property,
                    Plant and Equipment acquired via a Capital Lease
                    Obligation
                
                $
                -
                
                $
                —Property,
                    Plant and Equipment acquired via issuance of Long Term
                    Debt
                
                
                -
                
                
                —Common
                    Stock issued as Other Compensation pursuant to Employment
                    Agreements
                
                
                2,000
                
                
                6,370Common
                    Stock issued in connection with Acquisition of Business
                    Entity
                
                
                22
                
                
                —Common
                    Stock issued upon Cancellation of Indebtedness
                
                $
                6,000,000
                
                $
                —







( ***See
      also*** Note 2 -
      Reclassifications and Changes in Presentation)




See
      accompanying notes to condensed consolidated financial statements.





A-7
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**




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





Effective
        October 1, 2005, IFT Corporation, a Delaware corporation, merged its wholly
        owned subsidiary, LaPolla Industries, Inc., an Arizona corporation, into
        itself,
        whereupon the separate existence of LaPolla Industries, Inc., an Arizona
        corporation, ceased and IFT Corporation continued as the surviving corporation.
        Effective November 8, 2005, IFT Corporation changed its corporate name to
        LaPolla Industries, Inc. The unaudited condensed consolidated financial
        statements and related notes reflect the new corporation name, LaPolla
        Industries, Inc., which is the same name previously associated with the
        Company’s former wholly owned subsidiary LaPolla Industries, Inc. that was
        merged into IFT Corporation subsequent to the current period. To be clear,
        references to the former wholly owned subsidiary are reflected as “LaPolla
        Subsidiary” or “LaPolla Products”, where applicable, in this presentation to aid
        the reader in understanding the current period presentation. In the opinion
        of
        management, the accompanying unaudited condensed consolidated financial
        statements have been prepared by the Company in accordance with accounting
        principles generally accepted in the United States of America for interim
        financial information and with the instructions to Form 10-Q and Article
        10 of
        Regulation S-X. Certain information and footnote disclosures normally included
        in annual financial statements prepared in accordance with accounting principles
        generally accepted in the United States have been condensed or omitted pursuant
        to those rules and regulations. However, management believes that the
        disclosures contained herein are adequate to make the information presented
        not
        misleading. The financial statements reflect, in the opinion of management,
        all
        material adjustments (which include only normal recurring adjustments) necessary
        to present fairly the Company’s financial position and results of operations.
        The results of operations and cash flows for the three months ended March
        31,
        2005 are not necessarily indicative of the results of operations or cash
        flows,
        which may result for the remainder of 2005. The accompanying unaudited condensed
        consolidated financial statements should be read in conjunction with the
        audited
        consolidated financial statements and notes thereto included in the Company’s
        Annual Report on Form 10-K for the year ended December 31, 2004, including
        any
        amendments thereto, as filed with the Securities and Exchange
        Commission.





**Note
                  2.**
              **Reclassifications
                  and Changes in
                  Presentation.**





Certain
        amounts in the prior years have been reclassified to conform to the 2005
        unaudited condensed consolidated financial statement presentation. The Company
        has separately disclosed the operating, investing and financing portion of
        the
        cash flows attributable to its discontinued operations.





**Note
                  3.**
              **Going
                  Concern.**





While
        the
        accompanying unaudited condensed consolidated financial statements have been
        prepared on a going concern basis, which contemplates the realization of
        assets
        and liquidation of liabilities during the normal course of operations, certain
        adverse conditions and events cast substantial doubt upon the validity of
        this
        assumption. The Company has experienced significant recurring operational
        losses
        and negative cash flows from operations, and at March 31, 2005 has an
        accumulated deficit, net of dividends, of $62,713,628, a working capital
        deficit
        of $4,730,297 and its total liabilities exceeded its total assets by $2,711,037.
        These factors raise doubt about the Company’s ability to continue as a going
        concern. The Company has relied principally on non-operational sources of
        financing, mainly from Richard J. Kurtz, Chairman of the Board (“Chairman”), to
        fund its operations over the past six years ( ***See*** Note 11
        - *Cancellation
        of Indebtedness* ).
        Although the Company has no formal commitment from the Chairman to fund the
        Company’s operating requirements for the year 2005, the Company has received
        loans, during the period January 1, 2005 through March 31, 2005, aggregating
        $3,187,500 from the Chairman, of which $2,000,000 was for the acquisition
        of the
        LaPolla Subsidiary on February 11, 2005, and the remaining $1,187,500 for
        operational costs during the first quarter of 2005. The Company’s ability to
        continue as a going concern will be dependent on management’s ability to
        successfully execute its business plan, which includes increasing revenues
        while
        decreasing operating costs and expenses, as well as, increasing operational
        cash
        flow, continued funding of the Company’s operations by the Chairman, and
        obtaining additional funding from private placements of debt and/or equity
        securities. If management in unsuccessful is obtaining one or more of the
        above
        mentioned goals, the Company’s ability to continue as a going concern would be
        adversely impacted. These financial statements do not include adjustments
        or
        disclosures that may result from the Company’s inability to continue as a going
        concern.





**Note
                  4.**
              **Trade
                  Receivables.**





Trade
        receivables are comprised of the following:


**March
                  31, 2005**
              
              **December
                  31, 2004**Trade
                  Receivables
              
              $
              2,651,165
              
              $
              704,747Less:
                  Allowance for Doubtful Accounts
              
              
              (12,821
              )
              
              (12,821
              )Trade
                  Receivables, Net
              
              $
              2,638,344
              
              $
              691,926





**Note
                  5.**
              **Inventories.**





Inventories
      are comprised of the following:





**March
                  31, 2005**
              
              **December
                  31, 2004**Raw
                  Materials
              
              $
              169,757
              
              $
              65,920Finished
                  Goods
              
              
              458,971
              
              
              202,074Total
              
              $
              628,728
              
              $
              267,995





**Note
                  6.**
              **Property,
                  Plant and Equipment.**





Property,
        Plant and Equipment are comprised of the following:


**March
                  31, 2005**
              
              **December
                  31, 2004**Vehicles
              
              $
              155,618
              
              $
              137,822Leasehold
                  Improvements
              
              
              8,135
              
              
              62,278Office
                  Furniture and Equipment
              
              
              92,988
              
              
              70,195Computers
                  and Software
              
              
              206,078
              
              
              192,284Displays
              
              
              62,278
              
              
              —Machinery
                  and Equipment
              
              
              239,886
              
              
              133,273Total
                  Property, Plant and Equipment
              
              $
              764,983
              
              $
              595,852Less:
                  Accumulated Depreciation
              
              
              (412,781
              )
              
              (308,068
              )Total
                  Property, Plant and Equipment, Net
              
              $
              352,202
              
              $
              287,784




A-8
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED-
      CONTINUED)**





**Note
                  7.**
              **Acquisition**





On
        January 25, 2005, the Company entered into a Stock Purchase Agreement with
        LaPolla Industries, Inc., an privately held Arizona corporation (“LaPolla
        Subsidiary”) and Billi Jo Hagan, Trustee of the Billi Jo Hagan Trust, Dated
        October 6, 2003, wherein the Company agreed to pay $2 Million in cash and
        issue
        thirty four shares of restricted common stock in exchange for 100% of the
        issued
        and outstanding capital stock of the LaPolla Subsidiary with a closing scheduled
        on or before February 28, 2005. On February 11, 2005, the parties entered
        into
        an Amendment to Stock Purchase Agreement and Closing Statement to close the
        transaction in accordance with the terms of the Agreement, as amended. The
        LaPolla Subsidiary is located in Tempe, Arizona and has 10 employees. The
        LaPolla Subsidiary has provided quality products and roofing solutions to
        contractors, building owners and design professionals in the Southwestern
        United
        States for over 20 years. The basic assets of the LaPolla Subsidiary include
        manufacturing equipment, product formulations, raw material and finished
        goods
        inventory, long term employees, customers and vendors, office equipment,
        accounts receivable, and goodwill.





The
        following table summarizes the estimated fair values of the assets acquired
        and
        liabilities assumed at the date of acquisition.





**At
                  February 11, 2005**Current
                  Assets
              
              $
              1,904,599Property,
                  Plant and Equipment
              
              
              45,243Intangible
                  Assets
              
              
              207,706Goodwill
              
              
              1,177,000Total
                  Assets Acquired
              
              
              3,334,548Current
                  Liabilities
              
              
              (1,334,526
              )Total
                  Liabilities Assumed
              
              
              (1,334,526
              )Net
                  Assets Acquired
              
              $
              2,000,022





Of
        the
        $207,706 of acquired other intangible assets, $69,235 was assigned to a customer
        list with a useful life of five (5) years and $138,471 was assigned to product
        formulation with a useful life of 15 years. The $1,177,000 of goodwill, as
        well
        as the $207,706 of other intangible assets, was assigned to the LaPolla Products
        segment.





The
        unaudited pro forma statements of operations for the quarter ended March
        31,
        2005 gives effect to the acquisition by the Company of the LaPolla Subsidiary
        as
        if it had occurred on January 1, 2005. The columns headed "LaPolla Subsidiary"
        in the below table gives effect to the revenues and expenses related to the
        acquisition for the periods indicated. The LaPolla Subsidiary column for
        the
        period from January 1, 2005 through February 10, 2005 was not included in
        our
        historical financial statements. The purchase was accounted for by using
        the
        purchase method of accounting.





**UNAUDITED
      PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**





**Company**
                **Quarter
                  Ending**
                **March
                  31, 2005**
              
              **LaPolla
                  Subsidiary**
                **Period
                  From**
                **1/1/05
                  to 2/10/05**
              
              **LaPolla
                  Subsidiary**
                **Period
                  From**
                **2/11/05
                  to 3/31/05**
              
              **Pro
                  Forma**
                **Income
                  (Loss)**
                **March
                  31, 2005**Revenues
              
              $
              799,815
              
              $
              777,166
              
              $
              1,657,838
              
              $
              3,234,819Cost
                  of Sales
              
              
              635,384
              
              
              615,862
              
              
              1,569,609
              
              
              2,820,855Gross
                  Profit
              
              
              164,431
              
              
              161,304
              
              
              88,229
              
              
              413,964Operating
                  Expenses
              
              
              1,027,009
              
              
              326,402
              
              
              495,361
              
              
              1,919,686Operating
                  (Loss) before Other Income (Expenses)
              
              
              (832,151
              )
              
              (165,098
              )
              
              (411,617
              )
              
              (1,408,866
              )Other
                  Income (Expense)
              
              
              —
              
              
              15,603
              
              
              —
              
              
              15,603Operating
                  (Loss)
              
              $
              (832,151
              )
              $
              (149,495
              )
              $
              (411,617
              )
              $
              (1,393,263
              )





*The
        total proceeds paid for the LaPolla Subsidiary was $2,000,022 in cash and
        restricted common stock. The goodwill recognized from the acquisition was
        $1,177,000, which is the difference between the purchase price and the net
        assets of the LaPolla Subsidiary of $823,022. The pro forma above does not
        include any financial data relating to discontinued
        operations.





**Note
                  8.**
              **Goodwill
                  and Other Intangible
                  Assets.**





*Goodwill*





**March
                  31, 2005**
              
              **December
                  31, 2004**Infiniti
                  Acquisition
              
              $
              774,000
              
              $
              774,000LaPolla
                  Acquisition
              
              
              1,177,000
              
              
              —$
              1,951,000
              
              $
              774,000





*Other
        Intangible Assets*


**March
                    31, 2005**Gross
                  Amount
                
                Accumulated
                  Amortization
                
                Amortization
                  PeriodCustomer
                    List
                
                $
                69,235
                
                $
                (1,154
                )
                
                5
                    YearsProduct
                    Formulation
                
                
                138,471
                
                
                (769
                )
                
                15
                    Years$
                207,706
                
                $
                (1,923
                )





The
        Customer List and Product Formulation were acquired in connection with the
        acquisition of the LaPolla Subsidiary.





A-9
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED
      - CONTINUED)**





**Note
                  9.**
              **Line
                  of Credit.**





Line
      of
      credit is comprised of the following:





**March
                  31, 2005**
              
              **December
                  31, 2004**$180,000
                  Line of Credit, maturing December 31, 2005, bears interest at prime
                  plus
                  1% per annum, secured by all the assets of the Infiniti Subsidiary
                  and a
                  personal guarantee from the Chairman of the Board.
              
              $
              158,218
              
              $
              219,152





**Note
                  10.**
              **Loans
                  Payable - Related
                  Party.**





Loans
        payable - related party is comprised of funds loaned to the Company, for
        working
        capital and other corporate purposes, from the Chairman. These loans are
        payable
        upon demand, unsecured and bear interest at 9% per annum. During the period
        from
        January 1, 2005 to March 31, 2005 the Chairman loaned the Company funds
        aggregating $3,187,500, of which $2,000,000 was used for the acquisition
        of the
        LaPolla Subsidiary on February 11, 2005, and the remaining $1,187,500 for
        operational costs during the first quarter.





**Note
                  11.**
              **Cancellation
                  of Indebtedness.**





On
      January 4, 2005, the Company issued 18,181,818 shares of restricted common
      stock
      to the Chairman of the Board, in exchange for his cancellation of $6,000,000
      of
      indebtedness represented by short term loans bearing interest at 9% per annum,
      which were advanced to the Company and its subsidiaries for working capital
      and
      other corporate purposes. The price per share used to determine the number
      of
      shares of restricted common stock for this transaction was 110% of the closing
      price of the Company’s common stock as traded on the American Stock Exchange on
      January 4, 2005 or $ .33 per share.





**Note
                  12.**
              **Net
                  Loss Per Common Share - Basic and
                  Diluted.**





The
        following table reflects the computation of the basic and diluted net loss
        per
        common share:





**Three
                  Months Ended March 31,****2005**
              
              **2004****Amount**
              
              **Per
                  Share**
                **Amount**
              
              **Amount**
              
              **Per
                  Share**
                **Amount**Operating
                  (Loss)
              
              $
              (1,243,768
              )
              $
              (0.025
              )
              $
              (622,108
              )
              $
              (0.021
              )(Loss)
                  from Discontinued Operations
              
              
              (327,105
              )
              
              (0.006
              )
              
              (1,084,929
              )
              
              (0.037
              )Net
                  (Loss)
              
              $
              (1,570,873
              )
              $
              (0.031
              )
              $
              (1,707,037
              )
              $
              (0.058
              )Weighted
                  Average Common Shares Outstanding
              
              
              49,792,164
              
              
              
              
              
              28,833,543





Basic
      and
      diluted net loss per common share are the same since (a) the Company has
      reflected net losses from continuing operations for all periods presented and
      (b) the potential common shares of the Company would be
      anti-dilutive.





**Note
                  13.**
              **Discontinued
                  Operations.**





On
        November 5, 2004, the Company discontinued the operations of its RSM
        Technologies, Inc. subsidiary (“RSM Subsidiary”). The condensed consolidated
        financial statements and the related notes have been recast to reflect the
        financial position, results of operations and cash flows on an aggregated
        basis
        for the RSM Subsidiary.





The
        assets and liabilities of the discontinued operations presented on an aggregated
        basis in the Condensed Consolidated Balance Sheets consist of the following
        at:





*Assets*
              
              **March
                  31, 2005**
              
              **December
                  31, 2004**Cash
              
              $
              199
              
              $
              438Total
                  Assets
              
              $
              199
              
              $
              438*Liabilities*Accounts
                  Payable
              
              $
              568,081
              
              $
              662,696Accrued
                  Expenses and Other Current Liabilities
              
              
              367,286
              
              
              57,871Line
                  of Credit
              
              
              499,918
              
              
              499,918Reserve
                  for Litigation
              
              
              525,000
              
              
              525,000Total
                  Liabilities
              
              $
              1,960,285
              
              $
              1,745,485




A-10
 *Index*




**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED
      - CONTINUED)**





**Note
                  14.**
              **Business
                  Segment Information.**





Effective
      January 1, 2005, the Company determined that it had three distinct business
      segments. These three business segments were defined as Corporate, Infiniti
      Products and LaPolla Products. The business segment financial data reflected
      in
      the table below was derived from the Company’s condensed consolidated financial
      position and condensed consolidated results of operations as
      follows:





(i)
              Corporate
                  was derived from the financial data of the
                  Company;


(ii)
              Infiniti
                  Products was derived from the financial data of the Infiniti
                  Subsidiary.


(iii)
              LaPolla
                  Products was derived from the financial data of the LaPolla
                  Subsidiary.





The
      following table reflects certain business segment financial data as of and
      for
      the three months ended March 31, 2005:





**Corporate**
              
              **Infiniti
                  Products**
              
              **LaPolla
                  Products**
              
              **Total**Revenue
              
              $
              ---
              
              $
              799,815
              
              $
              1,657,838
              
              $
              2,457,653Gross
                  Profit
              
              $
              ---
              
              $
              164,431
              
              $
              88,229
              
              $
              252,660Operating
                  (Loss)
              
              $
              (661,484
              )
              $
              (170,667
              )
              $
              (411,617
              )
              $
              (1,243,768
              )Capital
                  Expenditures (Net of Capital Leases)
              
              $
              10,764
              
              $
              25,104
              
              $
              9,742
              
              $
              45,610Depreciation
                  and Amortization Expense
              
              $
              15,780
              
              $
              2,235
              
              $
              2,621
              
              $
              22,559Identifiable
                  Assets
              
              $
              2,386,852
              
              $
              1,221,007
              
              $
              2,476,774
              
              $
              6,084,633





On
        November 5, 2004, the Company discontinued the operations of its RSM Subsidiary
        and the related business segment, formerly reflected as RSM Products, was
        eliminated at that time. The table above does not include any financial data
        relating to the discontinued RSM Products business segment, which is reported
        as
        discontinued operations in the Company’s financial statements. ***See
        also*** ** Note
        13 *-
        Discontinued Operations* .





**Note
                  15.**
              **Commitments
                  and Contingencies.**





**Reserve**





**March
                  31, 2005**
              
              **December
                  31, 2004**Accounts
                  Payable - Discontinued Operations
              
              $
              568,081
              
              $
              662,696Accrued
                  Expenses and Other Current Liabilities - Discontinued
                  Operations
              
              
              367,286
              
              
              57,871Line
                  of Credit - Discontinued Operations
              
              
              499,918
              
              
              499,918Reserve
                  for Litigation - Discontinued Operations
              
              
              525,000
              
              
              525,000Reserve
                  for Litigation - Current Operations
              
              
              15,000
              
              
              15,000Total
              
              $
              1,975,285
              
              $
              1,760,485





**Note
                  16.**
              **Subsequent
                  Events.**





(a) Effective
        April 1, 2005, Infiniti Products, Inc., a Florida corporation (“Infiniti
        Subsidiary”), merged with and into LaPolla Industries, Inc., an Arizona
        corporation (“LaPolla Subsidiary”), whereupon the separate existence of the
        Infiniti Subsidiary ceased and the LaPolla Subsidiary, continued as the
        surviving corporation.





**Note
                  17.**
              **Reclassifications,
                  Restatements, and Corrections to Previously Issued Financial
                  Statements.**





**(A)** ***Reclassification
        of Continuing and Discontinued Operations*** - The
        Company discontinued certain operations that took place during the years
        2000
        throughout 2004. At December 31, 2004, the current operations in effect related
        to the public company itself as a holding company and one wholly owned
        subsidiary, Infiniti Products, Inc. (“Infiniti Subsidiary”). The original report
        filed with the SEC did not fully separate and segregate all of the financial
        and
        other related information related to the Company’s discontinued operations from
        its continuing operations. The aggregate financial data originally presented
        for
        the periods presented were not affected by the reclassification. ***See
        also*** Page A-2
        - Items Amended Hereby, paragraph (A) for more information.





**(B)** ***Reclassification
        of Certain Cost of Sales and Selling, General and Administrative
        Expenses***  -
        The
        Company reclassified certain direct labor expenses related to receiving,
        purchasing and inspection, shipping and handling costs (outbound freight)
        and
        warehousing costs originally included in the Selling, General and Administrative
        line item on the Condensed Consolidated Statements of Operations and included
        these amounts in the Cost of Sales line item for the three months ended March
        31, 2005. The aggregate financial data originally presented for the periods
        presented were not affected by the reclassification. ***See
        also*** Page A-2
        - Items Amended Hereby, paragraph (B) for more information.





**(C)** ***Restatement
        of Inventory and Cost of Sales***  -
        The
        Company, after the reclassifications in paragraph (A) and (B) above, restated
        the value of Inventories on the Consolidated Balance Sheets for the quarter
        ended March 31, 2005 and Cost of Sales on the Consolidated Statements of
        Operations for the three months ended March 31, 2005. The aggregate amount
        of
        assets, cost of sales, net loss, and accumulated deficit of the Company
        originally reported were affected by the restatement. To
        illustrate:





**Three
                  Months Ended**
                **March
                  31, 2005**Net
                  Loss (As Previously Reported)
              
              $
              (1,623,327
              )Adjustments
              
              
              30,995As
                  Adjusted
              
              $
              (1,592,332
              )





***See
        also*** Page A-2
        - Items Amended Hereby, paragraph (C) for more information.





A-11
 *Index*





**LAPOLLA
        INDUSTRIES, INC.**


**(F/K/A
        IFT CORPORATION)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED
      - CONTINUED)**





**Note
                17.**
              **Reclassifications,
                  Restatements, and Corrections to Previously Issued Financial Statements
                  -
                  continued.**





**(D)** ***Restatement
        of Allowance for Doubtful Accounts and Bad Debt
        Expense*** ** -
        The
        Company, after the reclassifications in paragraphs (A) and (B) and restatement
        in paragraph (C) above, restated the Allowance for Doubtful Accounts for
        the
        quarter ended March 31, 2005, and Bad Debt expense included in the Selling,
        General and Administrative line item on the Condensed Consolidated Statements
        of
        Operations, for the three months ended March 31, 2005. The aggregate amount
        of
        assets, expenses, net loss, and accumulated deficit of the Company originally
        reported were affected by the restatement. To illustrate:





**Three
                  Months Ended**
                **March
                  31, 2005**Net
                  Loss (As Adjusted Per (C))
              
              $
              (1,592,332
              )Adjustments
              
              
              23,382As
                  Adjusted
              
              $
              (1,568,950
              )





***See
        also*** Page A-2
        - Items Amended Hereby, paragraph (D) for more information.





**(E)** ***Restatement
        of Goodwill and Other Intangible Assets and Amortization
        Expense***  -
        The
        Company, after the reclassifications in paragraphs (A) and (B) and restatements
        in paragraphs (C) and (D) above, separately valued the customer list and
        product
        formulation acquired with the LaPolla Subsidiary, disaggregated these values
        from Goodwill and identified them as Other Intangible Assets, for the quarter
        ended March 31, 2005, and recorded Amortization expense in the Selling, General
        and Administrative line item on the Condensed Consolidated Statement of
        Operations, for the three months ended March 31, 2005. The aggregate amount
        of
        assets, expenses, net loss, and accumulated deficit of the Company originally
        reported were affected by the restatement. To illustrate:





**Three
                  Months Ended**
                **March
                  31, 2005**Net
                  Loss (As Adjusted Per (D))
              
              $
              (1,568,950
              )Adjustments
              
              
              (1,923
              )As
                  Adjusted and Restated
              
              $
              (1,570,873
              )





***See
        also*** Page A-2
        - Items Amended Hereby, paragraph (E) for more information.


**Item
                  2.**
              **Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations.**




**Management’s
      Discussion and Analysis**


**of
        Financial Condition and Results of Operations for the Three Months Ended
        March
        31, 2005 and 2004**





As
        used
        in this amended report, the "Company" or "Us" or "We" or “Our” refer to LaPolla
        Industries, Inc., a Delaware corporation, and its subsidiaries, unless the
        context otherwise requires. Effective October 1, 2005, IFT Corporation, a
        Delaware corporation, merged its wholly owned subsidiary, LaPolla Industries,
        Inc., an Arizona corporation, into itself, whereupon the separate existence
        of
        LaPolla Industries, Inc., an Arizona corporation, ceased and IFT Corporation
        continued as the surviving corporation. Effective November 8, 2005, IFT
        Corporation changed its corporate name to LaPolla Industries, Inc. The financial
        review reflects the new corporation name, LaPolla Industries, Inc., which
        is the
        same name previously associated with the Company’s former wholly owned
        subsidiary LaPolla Industries, Inc. that was merged into IFT Corporation
        immediately after the end of the third quarter of 2005. To be clear, references
        to this former wholly owned subsidiary are reflected as “LaPolla Subsidiary” or
“LaPolla Products”, where applicable, in this review to aid the reader in
        understanding the current period review. The financial review below presents
        our
        operating results for the three months ended March 31, 2005 and 2004, and
        our
        financial condition at March 31, 2005. Except for the historical information
        contained herein, the following discussion contains forward-looking statements,
        which are subject to known and unknown risks, uncertainties and other factors
        that may cause our actual results to differ materially from those expressed
        or
        implied by such forward-looking statements. We discuss such risks, uncertainties
        and other factors throughout this amended report and specifically under the
        caption “Forward Looking Statements” below. In addition, the following review
        should be read in conjunction with the information presented in our unaudited
        condensed consolidated financial statements and related notes for the three
        months ended March 31, 2005 above.





*Overview*





We
        are a
        publicly traded holding company focused on acquiring and developing companies
        that operate in the coatings, paints, foams, sealants, and adhesives markets.
        We
        operated two wholly-owned subsidiaries, Infiniti Products, Inc. (“Infiniti
        Subsidiary”) and the LaPolla Subsidiary in the first quarter of 2005. The
        Infiniti Subsidiary markets, sells, manufactures and distributes acrylic
        roof
        coatings, roof paints, sealers, and roofing adhesives to the home improvement
        retail and polyurethane foam systems to the industrial/commercial construction
        industries (“Infiniti Products”). We acquired 100% of the capital stock of the
        LaPolla Subsidiary on February 11, 2005 for $2 Million in cash and thirty
        four
        shares of restricted common stock. The LaPolla Subsidiary markets, sells,
        manufactures and distributes acrylic roof coatings, sealers, and polyurethane
        foam systems to the industrial/commercial construction industries (“LaPolla
        Products”). The LaPolla Subsidiary is located in Tempe, Arizona and has 10
        employees and has provided quality products and roofing solutions to
        contractors, building owners and design professionals in the Southwestern
        United
        States for over 20 years. The basic assets of the LaPolla Subsidiary include
        manufacturing equipment, product formulations, raw material and finished
        goods
        inventory, long term employees, customers, vendors, office equipment, accounts
        receivable, and goodwill.





On
        November 5, 2004, pursuant to resolution of the Board of Directors, we
        discontinued the operations of our RSM Technologies, Inc. subsidiary (“RSM
        Subsidiary”). Our condensed consolidated financial statements and related notes
        have been recast to reflect the financial position, results of operations
        and
        cash flows of the RSM Subsidiary as a discontinued operation.





We
      operated our business on the basis of three reportable segments, which we refer
      to as Corporate, Infiniti Products and LaPolla Products, during the first
      quarter of 2005. LaPolla Products and Infiniti Products are collectively
      referred to as “Coatings, Sealants and Other Products” in our condensed
      consolidated financial statements.





A-12
 *Index*





**Results
      of Operations**





***Revenues***





The
      following is a summary of our revenue:




**Three
                Months Ended****March
                31, 2005**
            
            **March
                31, 2004**Revenue:Coatings,
                Sealants and Other Products
            
            $
            2,457,653
            
            $
            460,897Total
                Revenue
            
            $
            2,457,653
            
            $
            460,897




We
        recognized revenue for the three months ended March 31, 2005 of $2,457,653
        as
        compared to $460,897 for the three months ended March 31, 2004, which represents
        an increase of $1,996,756. The revenue generated from the sale of Coatings,
        Sealants and Other Products represents 100% of total revenue, respectively,
        for
        the three months ended March 31, 2005 and March 31, 2004. The increase in
        revenue of $1,996,756 is primarily attributable to: (a) the acquisition of
        the
        LaPolla Subsidiary on February 11, 2005, which had revenue totaling $1,657,838
        for the interim period February 11, 2005 through March 31, 2005, and (b)
        Infiniti Products revenue totaling $799,815 for the three months ended March
        31,
        2005, as compared to $460,897 for the three months ended March 31,
        2004.





***Cost
      of Sales***





Our
        cost
        of sales for the three months ended March 31, 2005 was $2,204,993 as compared
        to
        $356,625 for the three months ended March 31, 2004. The cost of sales as
        a
        percentage of our revenue for Coatings, Sealants and Other Products was
        89.7% **** for
        the
        three months ended March 31, 2005 as compared to 77.3% for the three months
        ended March 31, 2004. The
        increase in the total cost of sales of $1,848,368 was primarily attributable
        to:
        (a) the acquisition of LaPolla Products, of which $1,569,609 was the cost
        of
        sales for the period February 11, 2005 through March 31, 2005, and (b) the
        cost
        of sales for Infiniti Products increased $278,759 from $356,625 for the three
        months ended March 31, 2004 as compared to $635,384 for the three months
        ended
        March 31, 2005. Infiniti Products cost of sales as a percentage of revenue
        for
        Coatings, Sealants and Other Products was 79.4% and 77.3%, respectively,
        as of
        March 31, 2005 and March 31, 2004. This increase in cost of sales as a
        percentage of revenue is attributable to ramping up full scale manufacturing
        operations for our Infiniti Products in Florida. LaPolla Products cost of
        sales
        as a percentage of revenue for Coatings, Sealants and Other Products was
        94.6%
        for the three months ended March 31, 2005. This high percentage was mainly
        attributable to former unprofitable customers, for which we have either
        increased selling prices or eliminated from our customer
        base.





***Operating
      Expenses***





*Selling,
      General and Administrative Expenses*





Our
        selling, general and administrative expenses for the three months ended March
        31, 2005 was $1,089,502 as compared to $537,770 for the three months ended
        March
        31, 2004. The increase of $551,732 is primarily attributable to (a) the
        acquisition of LaPolla Products, including the additional operating overhead
        absorbed from the new location in Tempe, Arizona, (b) the addition of a new
        sales and marketing team, which attributed to the rise in our sales during
        the
        first quarter of 2005, (c) design and printing of marketing materials, (d)
        attendance at two of the largest trade shows specific to the roof coating
        industry, (e) additional travel expenses to obtain new and maintain existing
        customers, and (f) opening a new sales and marketing office in
        Texas.





*Professional
      Fees*





Our
        professional fees for the three months ended March 31, 2005 were $266,495
        as
        compared to $114,148 for the three months ended March 31, 2004. The increase
        of
        $152,347 is primarily attributable to attorney’s fees associated with past and
        current litigation, as well as auditing and accounting fees associated with
        the
        acquisition of LaPolla Products.




*Depreciation
      and Amortization*





For
        the
        three months ended March 31, 2005, our depreciation and amortization expense
        was
        $22,559 as compared to $20,370 for the three months ended March 31, 2004.
        The
        increase of $2,189 is primarily attributable to the acquisition of LaPolla
        Products, which resulted in the purchase of additional assets and machinery
        and
        equipment.




*Research
      and Development*




We
      did
      not incur any research and development costs in the three months ended March
      31,
      2005 or March 31, 2004.




*Consulting
      Fees*




Our
      consulting fees for the three months ended March 31, 2005 were $61,382 as
      compared to $10,213 for the three months ended March 31, 2004. The increase
      of
      $51,169 is primarily attributable to an increase in the number and type of
      consultants engaged to provide business and financial consulting services for
      us.




*Interest
      Expense*





For
        the
        three months ended March 31, 2005, our interest expense was $56,490 as compared
        to $43,211 for the three months ended March 31, 2004. The increase of $13,279
        is
        primarily attributable to the interest incurred on the $3,164,407 of loans
        payable - related party originated during the quarter ended March 31, 2005.
        These loans are payable to the Chairman and bear interest at 9% per
        annum.




*Discontinued
      Operations*





The
      loss
      from discontinued operations for the three months ended March 31, 2005 reflects
      a $327,105 loss from our discontinued RSM Products as compared to $1,084,929
      for
      the three months ended March 31, 2004. The $327,105 loss for the three months
      ended March 31, 2005 is primarily attributable to an increase in our commitments
      and contingencies related to the discontinued operations in 2004.





A-13
 *Index*




**Financial
      Condition, Liquidity and Capital Resources**




We
      assess
      our liquidity by our ability to generate cash to fund our operations.
      Significant factors in the management of liquidity are: funds
      generated by operations; levels of accounts receivable, inventories, accounts
      payable and capital expenditures; funds required for acquisitions; adequate
      credit facilities; and financial flexibility to attract long-term capital on
      satisfactory terms. Historically, we have generated insufficient cash from
      operations to meet our working capital requirements and have relied principally
      on related party funding from our Chairman over the past six years and outside
      investors to meet our working capital and other corporate needs. With the
      discontinuation of our RSM Products, increased focus on our Infiniti Products
      and acquisition of LaPolla Products, in conjunction with our retention of
      additional sales and marketing personnel, we are getting closer to generating
      enough cash from our operations to meet and exceed our working capital
      requirements. We were required to expend certain funds during the first quarter
      to enhance our infrastructure to be able to effectively manage the growth surge
      we are presently experiencing in our revenue, which included attracting and
      retaining new executives, supplementing our existing sales and marketing team
      with additional sales and marketing personnel, integrating our LaPolla Products
      acquisition, creating sales, marketing and promotional materials, rolling out
      our LaPolla Products in national trade shows, and satisfying non-recurring
      liabilities related to our discontinued RSM Products business.





We
        had
        $121,746 of cash on hand at March 31, 2005 as compared to $24,465 at December
        31, 2004, which represents an increase of $97,281. During the three months
        ended
        March 31, 2005, our working capital deficit decreased $2,975,900 from a deficit
        of $7,706,197 as of December 31, 2004 to a deficit of $4,730,297 as of March
        31,
        2005. This decrease in the working capital deficit was primarily attributable
        to
        a decrease of $2,505,593 in monies due to the Chairman resulting from debt
        cancellation, a $1,886,519 increase in accounts payable, a $15,776 increase
        in
        accrued expenses and other current liabilities, a $1,946,418 increase in
        net
        trade receivables, an increase in inventories of $360,733, a $60,934 decrease
        in
        the line of credit, and an increase of 87,333 in prepaid expenses and other
        current assets.





For
        the
        three months ending March 31, 2005, the net cash used for operating and
        investing activities was $1,042,187 and $1,977,435, respectively, and net
        cash
        provided by financing activities was $3,116,903 compared to the net cash
        used
        for operating activities of $1,286,428, and net cash used in investing and
        provided by financing activities of $54,379 and $1,358,876, respectively,
        for
        the three months ending in March 31, 2004.





The
        net
        cash used for operating activities for the three months ended March 31,
        2005 was $1,042,187 compared to cash used of $1,286,428 for the three months
        ended March 31, 2004. The decrease in net cash used for operating
        activities of $244,241 was primarily due to a decrease in prepaid expenses
        and
        other current assets and an increase in accounts payable and accrued expenses
        and other current liabilities, and was offset by an increase in trade
        receivables. The net cash provided by operating activities for discontinued
        operations was $215,239 and $528,521 for the three months ended March 31,
        2005
        and 2004, respectively.





The
        net
        cash used for investing activities for the three months ended March 31, 2005
        was
        $1,977,435 compared to the net cash provided by investing activities of $54,379
        for the three months ended March 31, 2004. This increase in net cash used
        for
        investing activities of $1,923,056 was primarily attributable to our investment
        in the LaPolla Subsidiary for $2,000,000 in cash, a decrease in deposits
        and
        other non current assets, and was offset by an increase in acquisition of
        machinery and equipment. The net cash used in financing activities for
        discontinued operations was $-0- and $9,927 for the three months ended March
        31,
        2005 and 2004, respectively.





The
        net
        cash provided by financing activities for the three months ended March 31,
        2005
        was $3,116,903 compared to the cash provided of $1,358,876 for the three
        months
        ended March 31, 2004. The increase in net cash provided from financing
        activities of $1,758,027 was attributable to an increase in funding received
        by
        the Chairman for the purchase of the LaPolla Subsidiary, an increase in the
        payments made on notes and a line of credit, and an increase on payments
        made on
        long term debt.





We
      believe that our net cash received from operating activities will soon outpace
      our net cash used for operating activities. We will continue to require
      supplemental funds as necessary from borrowings from our Chairman or other
      alternative sources of funding to the extent available, such as private
      placements of debt and/or equity securities, to have sufficient resources to
      meet our working capital requirements and other cash needs over the next year
      until we become self sufficient with the cash received from our operating
      activities. Although no formal commitment has been received from the Chairman,
      he has continually provided us with the required funds to continue our
      operations to date. There can be no assurance that the Chairman will continue
      to
      provide us funds or that any alternative sources of financing will be available
      to us at such point in time, or if obtainable, on terms that are commercially
      feasible.





**Going
      Concern**





While
      our
      unaudited condensed consolidated financial statements have been prepared on
      a
      going concern basis, which contemplates the realization of assets and
      liquidation of liabilities during the normal course of operations, certain
      adverse conditions and events cast substantial doubt upon the validity of this
      assumption. Factors contributing to this substantial doubt include recurring
      losses from operations and net working capital deficiencies. As mentioned in
      the
      Financial Condition, Liquidity and Capital Resources section above, we are
      currently dependent on funding from the Chairman to continue our operations,
      although such dependence is decreasing based on our increase in revenues and
      profit margins. The discontinuance of such funding, and the unavailability
      of
      financing to replace such funding, could result in the Company ceasing
      operations.





**Forward
      Looking Statements**





Statements
      made by us in this report and in other reports and statements released by us
      that are not historical facts constitute “forward-looking statements” within the
      meaning of Section 27A of the Securities Act of 1933, Section 21 of
      the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
      Act of 1995. These forward-looking statements are necessarily estimates
      reflecting the best judgment of senior management and express our opinions
      about
      trends and factors which may impact future operating results. You can identify
      these and other forward-looking statements by the use of words such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “intends,” “potential,” “continue,” or the negative of such terms,
      or other comparable terminology. Such statements rely on a number of assumptions
      concerning future events, many of which are outside of our control, and involve
      risks and uncertainties that could cause actual results to differ materially
      from opinions and expectations. Any such forward-looking statements, whether
      made in this report or elsewhere, should be considered in context with the
      various disclosures made by us about our businesses including, without
      limitation, the risk factors discussed below. Although we believe our
      expectations are based on reasonable assumptions, judgments, and estimates,
      forward-looking statements involve known and unknown risks, uncertainties,
      contingencies, and other factors that could cause our or our industry's actual
      results, level of activity, performance or achievement to differ materially
      from
      those discussed in or implied by any forward-looking statements made by or
      on
      the Company and could cause our financial condition, results of operations,
      or
      cash flows to be materially adversely affected. In evaluating these statements,
      some of the factors that you should consider include the following: (a)
      Financial position and results of operations, including general and
      administrative expense targets and effects on income from continuing operations;
      (b) Cash position and cash requirements, including the sufficiency of our cash
      requirements for the next twelve months; (c) Sales and margins; (d) Sources,
      amounts, and concentration of revenue; (e) Costs and expenses; (f) Accounting
      estimates, including treatment of goodwill and intangible assets, doubtful
      accounts, inventory, restructuring, and warranty, and product returns; (g)
      Operations, supply chain, quality control, and manufacturing supply, capacity,
      and facilities; (h) Products and services, price of products, product lines,
      and
      product and sales channel mix; (i) Relationship with customers, suppliers and
      strategic partners; (j) Raw material variations, substrate preparation,
      application specifications, operator techniques, and ambient weather
      fluctuations; (k) Acquisition and disposition activity; (l) Credit facility
      and
      ability to raise capital; (m) Real estate lease arrangements; (n)  Global
      economic, social, and geopolitical conditions; (o) Industry trends and our
      response to these trends; (p) Tax position and audits; (q) Cost-reduction
      efforts, including workforce reductions, and the effect on employees; (r)
      Sources of competition; (s) Protection of intellectual property; (t) Outcome
      and
      effect of current and potential future litigation; (u) Research and development
      efforts; (v) Future lease obligations and other commitments and liabilities;
      (w)
      Common stock, including trading price; (x) Security of computer systems; and
      (y)
      Changes in accounting policies and practices, as may be adopted by regulatory
      agencies, and the Financial Accounting Standards Board. We do not plan to update
      any such forward-looking statements and expressly disclaim any duty to update
      the information contained in this report except as required by law.





A-14
 *Index*





**Item
                3.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk.**





We
      do not
      issue or invest in financial instruments or their derivatives for trading or
      speculative purposes and are not subject to material foreign currency exchange
      risks at this time. Our outstanding debt and related interest expense, as it
      relates to interest rate exposure, in the United States is currently not
      material to our operations.





**Item
                4.**
            **Controls
                and Procedures.**





We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our Exchange Act reports is recorded,
        processed, summarized and reported within the time periods specified in the
        Securities and Exchange Commission’s rules and forms, and that such information
        is accumulated and communicated to our management, including our Principal
        Executive Officer and our Principal Financial Officer, as appropriate, to
        allow
        timely decisions regarding required disclosures. Our management, including
        our
        Principal Executive Officer and our Principal Financial Officer, does not
        expect
        that our disclosure controls or procedures will prevent all error and all
        fraud.
        A control system, no matter how well conceived and operated, can provide
        only
        reasonable, not absolute, assurance that the objectives of the control system
        are met. Further, the benefits of controls must be considered relative to
        their
        costs. Because of the inherent limitations in all control systems, no evaluation
        of controls can provide absolute assurance that all control issues and instances
        of fraud, if any, within us have been detected. These inherent limitations
        include the realities that judgments in decision-making can be faulty, and
        that
        breakdowns can occur because of simple error or mistake. Additionally, controls
        can be circumvented by the individual acts of some persons, by collusion
        of two
        or more people, or by management override of the control. Because of the
        inherent limitations in a cost-effective control system, misstatements due
        to
        error or fraud may occur and not be detected. We carried out an evaluation,
        under the supervision and with the participation of our management, including
        our Principal Executive Officer and our Principal Financial Officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures as of March 31, 2005, the end of the quarterly period covered
        by this
        report. Based
        on
        the foregoing, our Principal Executive Officer and our Principal Financial
        Officer concluded that, as of the period covered by this report, as amended,
        our
        disclosure controls and procedures were not as effective as originally
        contemplated nor did such controls operate at a level appropriate to provide
        reasonable assurance for certain matters. A material weakness existed. The
        material weakness identified originated with the period immediately following
        the Company’s discontinuance of the operations of its RSM Subsidiary on November
        5, 2004. The CFO that was originally responsible for the preparation of the
        financial statements and related notes for the quarter and year ended December
        31, 2004 resigned on February 14, 2005 for title purposes and February 28,
        2005
        for employment purposes. A new CFO was retained on February 25, 2005. The
        new
        CFO reviewed and completed the worksheets relating to the evaluation of our
        disclosure controls and procedures. The CEO reviewed and approved the completed
        evaluation report. The Company also made an acquisition on February 11, 2005.
        All of the changes in this report, as amended, requiring reclassifications,
        restatements, as well as other changes, pertain to knowledge and experience
        concerning the application of certain accounting principles. The material
        weakness as identified highlights the need to train accounting and executive
        personnel regarding the application of appropriate accounting principles
        for SEC
        reporting and for succession. The actions that the Company has taken to correct
        this material weakness include but are not limited to: (a) training of the
        CEO
        concerning the tools that are used to prepare and review financial statements
        and related disclosures and the application of certain accounting principles;
        (b) enhancement of the hiring practices of the Company to seek where practicable
        CFOs that have prior SEC reporting experience as a prerequisite for that
        position; (c) a training program has been initiated for all accounting personnel
        at various levels to facilitate accurate and punctual reporting; (d) the
        hiring
        of our current CFO with prior SEC reporting experience; and (e) an increase
        in
        the number of accounting related personnel as deemed required. The Company
        believes the material weakness identified above has been corrected. There
        were
        changes in our internal controls during the first quarter of 2005 as described
        above. There were significant changes in our internal controls or in other
        factors after the end of the first quarter of 2005 as described above. There
        have been no significant changes in our internal controls or in other factors
        that could significantly affect the internal controls subsequent to the date
        of
        this amended report.





**PART
      II — OTHER INFORMATION**




**Item
                1.**
            **Legal
                Proceedings.**




V *arious
      Lawsuits and Claims Arising in the Ordinary Course of Business*





We
      are
      involved in various lawsuits and claims arising in the ordinary course of
      business




**Item
                2.**
            **Changes
                in Securities and Use of
                Proceeds.**




**Recent
      Sales of Unregistered Securities**





During
      the quarterly period ended March 31, 2005, we issued restricted common stock
      for
      certain private transactions, in reliance on Section 4(2) of the Act, as
      described below:





(a)
            On
                January 4, 2005, we issued 18,181,818 shares of restricted common
                stock to
                our Chairman of the Board, in exchange for his cancellation of $6,000,000
                of indebtedness represented by short term loans bearing interest
                at 9% per
                annum, which were advanced to us and our subsidiaries for working
                capital
                and other corporate purposes. The price per share used to determine
                the
                number of shares of restricted common stock for this transaction
                was 110%
                of the closing price of our common stock as traded on the American
                Stock
                Exchange on January 4, 2005 or $ .33 per
                share.





(b)
              On
                  February 11, 2005, we issued 34 shares of restricted common stock
                  to Billi
                  Jo Hagan, Trustee of the Billi Jo Hagan Trust, Dated October 6,
                  2003, in
                  connection with the acquisition of our LaPolla Subsidiary. This
                  transaction was valued and recorded at approximately $22.***See***Part I - Financial Information, Item 1 - Financial Statements,
                  Notes to
                  Unaudited Condensed Consolidated Financial Statements, Note 7 -
                  Acquisition for more information on this
                  transaction.




(c)
            On
                March 31, 2005, we issued 4,000 shares of restricted common stock
                to our
                CEO, as other compensation, pursuant to his employment agreement,
                which
                was valued and recorded at $2,000.




**Item
                3.**
            **Defaults
                Upon Senior Securities.**




None.




**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**




None.




**Item 5.**
            **Other
                Information.**




None.




**Item6.**
            **Exhibits.**




***See*** Index of
        Exhibits on Page A-17.




A-15
 *Index*





**SIGNATURES**




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




**LAPOLLA
                  INDUSTRIES, INC.****(F/K/A
                  IFT CORPORATION)**Date:
              March
                  27, 2006
              By:
              /s/
                  Michael T. Adams, CEOMichael
                  T. AdamsCEO**LAPOLLA
                  INDUSTRIES, INC.****(F/K/A
                  IFT CORPORATION)**Date:
              March
                  27, 2006
              By:
              /s/
                  John A. Campbell, CFOJohn
                  A. CampbellCFO
                  and Treasurer




A-16
 *Index*





**INDEX
      OF EXHIBITS**





**Exhibit**
                **Number**
              **Description**31.1
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.1/A
              Certification
                  of Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.2
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.2/A
              Certification
                  of Principal Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32
              Certification
                  of Principal Executive Officer and Principal Financial Officer
                  pursuant to
                  § 906 of Sarbanes-Oxley Act of 2002.32/A
              Certification
                  of Principal Executive Officer and Principal Financial Officer
                  pursuant to
                  § 906 of Sarbanes-Oxley Act of
                  2002.




A-17