UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(Mark One)

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 2005.

[ ] Transition  Report Under Section 13 or 15(d) of the Securities  Exchange Act
for the transition period from ____________ to ____________.

Commission file number 0-21070

                             ITEC Attractions, Inc.
       (Exact name of small business issuer as specified in its charter.)

         Nevada                                            66-0426648
         ------                                            ----------
(State of Incorporation)                      (IRS Employer Identification No.)

         3562 Shepherd of the Hills Expressway, Branson, Missouri 65616
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (417) 335-3533
                                 --------------
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or Section 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                Yes X           No

The number of shares  outstanding of the issuer's common stock, $.001 par value,
as of August 12, 2005 is 7,958,058 shares.

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



<PAGE>
                             ITEC Attractions, Inc.


                                TABLE OF CONTENTS


PART 1.  FINANCIAL INFORMATION

Item 1.    Financial Statements


                                                                     Page Number
                                                                     -----------

Condensed Balance Sheet
  June 30, 2005.............................................................  1


Condensed Statements of Operations
  Three and Six Months Ended June 30, 2005 and 2004.........................  2


Condensed Statements of Cash Flows
  Six Months Ended June 30, 2005 and 2004...................................  3


Notes to Condensed Financial Statements.....................................  4


Item 2.  Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................................  6


Item 3.  Controls and Procedures............................................ 13


PART II.  OTHER INFORMATION................................................. 13

<PAGE>

               ITEC Attractions, Inc.

                      Condensed Balance Sheet
                                                                    (Unaudited)


                                                                       June 30,
           ASSETS                                                       2005
           ------                                                ---------------

Current assets:
   Cash                                                          $      397,410
   Accounts receivable                                                  121,033
   Inventories                                                          537,349
   Prepaid expenses                                                     268,256
   Prepaid leases-current                                                64,185
                                                                 ---------------

           Total current assets                                       1,388,233

Property and equipment, net of accumulated
   depreciation of $4,645,065                                         6,261,487
Prepaid leases-non-current                                              366,975
Deposits                                                                 12,744
                                                                 ---------------


           TOTAL ASSETS                                          $    8,029,439
                                                                 ===============

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

Current liabilities:

   Accounts payable                                              $      480,228
   Accrued expenses                                                     304,067
   Current maturities of long-term debt                                 199,592
                                                                 ---------------

           Total current liabilities                                    983,887

Accrued lease expense                                                   676,174
Long-term debt                                                        4,594,332
Deferred revenue                                                         80,293
Security deposits                                                        12,400
                                                                 ---------------

           Total liabilities                                          6,347,086
                                                                 ---------------

Stockholders' equity
   Common stock, $.001 par value.  Authorized 40,000,000
      shares, issued and outstanding 7,958,058 shares                     7,958
   Additional paid-in capital                                        10,781,056
   Retained earnings (deficit)                                       (9,106,661)
                                                                 ---------------

           Total stockholders' equity                                 1,682,353
                                                                 ---------------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $    8,029,439
                                                                 ===============

See accompanying notes to condensed financial statements.

                                        1

<PAGE>
                             ITEC Attractions, Inc.
                       Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                      Six Months Ended
                                                                June 30,                              June 30,
                                                        2005              2004                 2005               2004
                                                    --------------     ------------        --------------     --------------
<S>                                                    <C>              <C>                   <C>               <C>
Revenue:
     Theater and concessions                           $1,052,540       $1,089,877            $1,542,630        $ 1,648,606
     Food service                                       1,032,538        1,010,928             1,352,365          1,352,791
     Gift shops                                           342,415          334,989               450,854            427,104
     Mall operations                                      126,968          124,985               220,761            213,880
                                                    --------------     ------------        --------------     --------------
                                                        2,554,461        2,560,779             3,566,610          3,642,381
                                                    --------------     ------------        --------------     --------------
Direct Expense:
     Theater and concessions                              671,676          670,389             1,041,630          1,081,561
     Food service                                         828,455          815,836             1,209,979          1,218,024
     Gift shops                                           258,535          291,697               373,287            374,586
     Mall operations                                       98,535          122,573               203,633            229,449
                                                    --------------     ------------        --------------     --------------
                                                        1,857,202        1,900,496             2,828,529          2,903,619
                                                    --------------     ------------        --------------     --------------


Gross Profit                                              697,259          660,283               738,081            738,762
                                                    --------------     ------------        --------------     --------------

Operating Expense:
     General and administrative                           228,461          190,980               449,065            414,182
     Advertising and marketing                            239,107          228,502               420,700            388,504
     Depreciation and amortization                        153,040          136,581               287,377            268,652
     Gain on derivative financial instrument              (29,867)        (142,837)             (100,790)          (162,665)
                                                    --------------     ------------        --------------     --------------
                                                          590,741          413,226             1,056,352            908,673
                                                    --------------     ------------        --------------     --------------

Operating Income (Loss)                                  106,518          247,057               (318,271)          (169,911)

Other Income (Expense):
     Interest income                                        2,049              284                 4,275                812
     Interest expense                                    (118,366)        (119,169)             (239,516)          (237,925)
                                                    --------------     ------------        --------------     --------------
                                                         (116,317)        (118,885)             (235,241)          (237,113)
                                                    --------------     ------------        --------------     --------------

        Net Income (Loss)                              $   (9,799)      $  128,172            $ (553,512)       $  (407,024)
                                                    ==============     ============        ==============     ==============

Income (loss) per common share                         $    (0.00)      $     0.02            $    (0.07)       $     (0.05)
                                                    ==============     ============        ==============     ==============
Weighted average common
   shares outstanding                                   7,958,058        7,958,058             7,958,058          7,958,058
</TABLE>


See accompanying notes to condensed financial statements.

                                        2

<PAGE>
                             ITEC Attractions, Inc.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                               Six Months Ended
                                                                                                  June 30,
                                                                                        2005                  2004
                                                                                   ---------------       ---------------
<S>                                                                              <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                      $       (553,512)     $       (407,024)
     Items not requiring(providing) cash:
      Depreciation and amortization                                                       287,377               268,652
      Gain on derivative financial instrument                                            (100,790)             (162,665)
      Changes in:
        Accounts receivable                                                               (35,036)              (41,065)
        Inventories                                                                      (151,221)             (146,790)
        Prepaid expenses and deposits                                                    (131,204)             (100,309)
        Prepaid leases                                                                     80,619                80,619
        Accounts payable and other accrued expenses                                       355,315               253,162
                                                                                   ---------------       ---------------
                         Net cash used in operating activities                           (248,452)             (255,420)
                                                                                   ---------------       ---------------

Cash flows from investing activities:
   Purchase of property and equipment                                                    (173,251)             (120,570)
                                                                                   ---------------       ---------------
                         Net cash used in investing activities                           (173,251)             (120,570)
                                                                                   ---------------       ---------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                (4,408,073)              (71,745)
   Payment on termination of  derivative financial instrument                            (138,700)                    -
   Proceeds from issuance of  long-term debt                                            4,591,727                     -
                                                                                   ---------------       ---------------
                        Net cash provided by (used in) financing activities                44,954               (71,745)
                                                                                   ---------------       ---------------

Decrease in cash                                                                         (376,749)             (447,735)

Cash at beginning of period                                                               774,159               648,307
                                                                                   ---------------       ---------------

Cash at end of period                                                            $        397,410      $        200,572
                                                                                   ===============       ===============

Supplemental cash flow information:
  Cash paid during the period for interest                                       $        293,244      $        239,484

</TABLE>


See accompanying notes to condensed financial statements.


                                        3
<PAGE>

                             ITEC Attractions, Inc.

                     Notes to Condensed Financial Statements

                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

ITEC Attractions,  Inc. (formerly known as International  Tourist  Entertainment
Corporation)  (the  "Company")   commenced   operations  in  October  1993.  The
accompanying  interim condensed financial  statements are unaudited,  but in the
opinion  of  management  reflect  all  adjustments  (consisting  only of  normal
recurring  adjustments)  necessary  for a fair  presentation  of  the  financial
position,  results of operations and cash flows for the Company.  The results of
operations for any interim period are not necessarily  indicative of results for
the respective  full year.  Certain  information and note  disclosures  normally
included in the Company's  annual  financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been condensed or omitted.  These condensed financial  statements should be
read in conjunction with the financial statements and notes thereto contained in
the Company's  annual report on Form 10-KSB for the year ended December 31, 2004
as filed with the Securities and Exchange Commission.

NOTE 2. OPERATING SEGMENTS

The Company operates in three business segments: 1) Theater and concessions,  2)
Food service, and 3) Retail services.

The following table presents financial  information by operating segment for the
six months ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>

Six months ended               Theater and        Food        Retail
June 30, 2005                  Concessions      Service      Services        Corporate         Total
------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>             <C>                 <C>
Sales to unaffiliated
  customers                   $1,542,630     $1,352,365     $671,615                 -          $3,566,610

Operating income (loss)          501,000        142,386       94,695        (1,056,352)           (318,271)

Interest  income                       -              -            -             4,275               4,275

Interest expense                       -              -            -           239,516             239,516

Depreciation and amortization     96,299         47,018       17,727           126,269             287,377

Income tax benefit                     -              -            -                 -                   -

Capital expenditures               3,105         55,849       47,105            67,192             173,251

Total assets                    $517,696       $517,693     $489,426        $6,504,624          $8,029,439

</TABLE>
                                       4

<TABLE>
<CAPTION>

Six months ended               Theater and        Food        Retail
June 30, 2004                  Concessions      Service      Services      Corporate         Total
------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>             <C>                 <C>

Sales to unaffiliated
  customers                   $1,648,606     $1,362,791     $640,984                 -          $3,642,381

 Operating income (loss)         567,045        134,767       36,949          (908,673)           (169,911)

Interest income                        -              -            -               812                 812

Interest expense                       -              -            -           237,925             237,925

Depreciation and amortization     88,895         50,951         9,786          119,020             268,652

Income tax benefit                     -              -            -                 -                   -

Capital expenditures               8,825         10,765       69,248            31,732             120,570

Total assets                  $  673,037    $   555,240     $462,878        $6,522,246          $8,213,401

</TABLE>


NOTE 3.  DERIVATIVE FINANCIAL INSTRUMENT

The  derivative  financial  instrument  held by the Company was an interest rate
swap  agreement with Bank of America,  N.A. (the "Bank") to effectively  fix the
interest rate on the Company's term note with the Bank,  which is due June 2013,
at 10.4% through April 1, 2006. The Company's derivative  instrument is recorded
at its fair value with changes in fair value  included in  earnings.  During the
second  quarter  of 2005 the  Company  refinanced  its debt with a new loan from
Ozark  Mountain  Bank  and  the  Company  terminated  its  derivative  financial
instrument.

The fair value of the interest rate swap agreement was determined by obtaining a
price quote from dealer in such agreements using their proprietary pricing model
for  similar  transactions.  Since the swap  effectively  fixed a variable  rate
instrument,  its value had declined significantly in value in prior years due to
a declining  interest rate  environment.  As rates rise and the term of the swap
narrows,  the instrument  regains  value,  resulting in recognition of gain. The
Company recognized a gain on the derivative  financial instrument of $29,867 and
$142,837 for the quarters ended June 30, 2005 and 2004, respectively, and a gain
of $100,790  and  $162,665  during the six months  ended June 30, 2005 and 2004,
respectively.




                                       5
<PAGE>

NOTE 4. LONG-TERM DEBT

On May 18, 2005 the Company  refinanced its existing  long-term debt with a $4.5
million loan from Ozark Mountain Bank. The loan has a 20-year amortization,  and
is  callable  on its fifth  anniversary  at the  lenders  discretion,  and bears
interest at the prime rate, as published in the Wall Street Journal,  plus 0.5%,
adjusted as the prime rate changes from time to time.  The repayment of the loan
is secured by a first trust deed on the Company's  properties.  The  refinancing
also includes a $400,000 line of credit from Ozark  Mountain  Bank.  The line of
credit has a three year term and bears  interest at the prime rate plus 0.5% the
repayment  of the  line of  credit  is  secured  by a second  trust  deed on the
Company's properties.

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

General

The following  discussion and analysis  should be read in  conjunction  with the
condensed  financial  statements  included  elsewhere  herein.  Except  for  the
historical  information  contained herein,  the matters discussed in this Annual
Report  are  forward-looking  statements  that  involve  a number  of risks  and
uncertainties.  There are certain important factors and risks,  including market
conditions,  competitive  factors,  seasonality  and  other  variations  in  the
entertainment  industry and in Branson,  Missouri  specifically,  the exhibition
life of films,  our ability to retain  managerial and other  personnel,  and the
other  risks  detailed  from time to time in our SEC  reports on Form 10-KSB and
Form  10-QSB,   that  could  cause  results  to  differ  materially  from  those
anticipated by the statements  made herein.  Therefore,  historical  results and
percentage  relationships  will not  necessarily  be indicative of the operating
results of any future period.

The Company  operates an  entertainment,  gift shop and  restaurant  facility in
Branson,  Missouri  and as such  its  products  and  service  are  discretionary
expenditures  subject to the risks and factors  attendant  to the  discretionary
segment of the economy.

The Company's  facility  includes (i) an IMAX giant screen  theater,  three 35mm
theaters and a live  performance  theater;  (ii) a family dining  restaurant and
food court with various fast food franchises;  (iii) retail gift operations; and
(iv) retail space leased to third parties.  The Company's revenues are generated
by these same categories of its business,  ie., ticket sales,  food sales,  gift
sales and rental income. The revenues generated by each are primarily a function
of the Company's ability to attract tourist visits to its facility.

The Company's  customers  consist primarily of tourist visitors to the community
of Branson and thus the  Company's  business is subject to the risks and factors
attendant to the vacation and travel industry.  Branson must compete for tourist
visits with all other  destination  and resort  locations.  Branson,  like other
resort locations, is subject to fluctuations in the tourism industry. And within
the  universe of resort  locations,  Branson  must compete with all other resort

                                       6
<PAGE>

locations for tourist visits.  Branson has sought to identify itself with and to
appeal to the "family values"  segment of the traveling and vacationing  public.
The Company  must not only  consider  its  contribution  to the overall  draw of
Branson to the  traveling  and  vacationing  public,  but must also consider its
relative  appeal to tourist  visitors of Branson in relation to all of the other
attractions at Branson.

The  Company's  objectives  with respect to each of its lines of business are to
keep the films it  exhibits  and the live  entertainment  it offers  current and
fresh,  provide  quality  food  and  service  at  its  various  eateries,  stock
merchandise  which is appealing to tourist visitors and lease space to retailers
that can contribute to the overall experience of the Company's facility.

Critical Accounting Policies and Estimates
------------------------------------------

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements,  which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect our reported assets,  liabilities,  revenues and expenses.
On an on-going  basis,  we evaluate our  estimates,  including  those related to
revenue recognition,  long-lived assets and deferred tax assets and liabilities.
We base our estimates on historical  experience and on various other assumptions
that are believed to be reasonable under the circumstances. This forms the basis
of judgments about the carrying  values of assets and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

We believe the following critical  accounting policies and the related judgments
and estimates affect the preparation of our financial statements:

Revenue Recognition.  Revenue from the sale of admission tickets, food purchases
and  retail   merchandise  are  recognized  when  earned,   which  is  generally
simultaneous  with receipt of payment.  Returns of merchandise or refunds issued
on  admissions  are  recognized  at the time the  refund  is made.  Sale of gift
certificates are recorded as deferred revenue until the certificate is redeemed.
Revenue  from  lease of mall  space is  recognized  evenly  over the term of the
lease.

Long-Lived  Assets.  At December 31, 2004 and June 30, 2005,  long-lived  assets
represented 77% and 78%, respectively, of the Company's total assets. Long-lived
assets  consist of property  and  equipment.  These  assets are  depreciated  or
amortized over their  estimated  useful life. The Company  periodically  reviews
long-lived  assets whenever adverse events or changes in circumstances  indicate
the  carrying  value  of  such  assets  may  not be  recoverable.  In  assessing
recoverability,  the Company must make  assumptions  regarding  estimated future
cash flows and other factors to determine if an impairment loss may exist,  and,
if so, estimate fair value.  The Company also must estimate and make assumptions
regarding  the  useful  lives  assigned  to  its  long-lived  assets.  If  these
estimates,  or their related assumptions,  change in the future, the Company may
be required  to record  impairment  losses or change the useful  life  including
accelerating depreciation or amortization for these assets.


                                       7
<PAGE>

Deferred Tax Assets and  Liabilities.  Provision  for income taxes is based upon
the Company's estimate of taxable income or loss for each respective  accounting
period. An asset or liability is recognized for the deferred tax consequences of
temporary  differences between the tax bases of assets and liabilities and their
reported amounts in the financial  statements.  These temporary differences will
result in taxable or  deductible  amounts in future  periods  when the  reported
amounts  of assets  are  recovered  or  liabilities  are  settled.  The  Company
regularly  reviews its deferred tax assets to determine  the amount that is more
likely than not to be  realized.  When this amount is less than the deferred tax
asset recorded, the Company records a valuation allowance to reduce the asset to
its estimated  realizable value. If the Company determined that it was not going
to be able to fully realize its recorded  deferred tax assets,  it would make an
adjustment  to the  valuation  allowance.  This  would  reduce net income in the
period  that the  Company  made its  determination.  Similarly,  if the  Company
realized  that it was going to be able to fully  realize a deferred tax asset in
excess of its net  recorded  value,  net income would be increased in the period
that the Company made its determination.

The Company  also reviews its deferred  tax  liabilities  on a regular  basis to
determine that the amount recorded is adequate to cover the expected reversal of
temporary income tax liabilities. In the event that the amount recorded was less
than  adequate,  the deferred tax liability  would be increased to its estimated
realizable  value and net income  would be decreased  accordingly.  In the event
that the deferred tax liability was  determined  to be  overstated,  it would be
reduced  to its  estimated  realizable  value  and  net  income  would  increase
accordingly.

The Company  generally  determines  its  effective tax rate by  considering  the
statutory  federal income tax rate, the statutory state and local tax rates (net
of the federal  income tax benefit) and any  nondeductible  expenses.  This rate
could also be affected  by  increases  or  decreases  to deferred  tax assets or
liabilities as described above.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2005

                               6/30/2004  % of Revenue   6/30/2005  % of Revenue

Revenues                      $2,560,779       100.0%    $2,554,461       100.0%

Direct expenses                1,900,496        74.2%     1,857,202        72.7%

General and administrative       190,980         7.5%       228,461         8.9%

Advertising and marketing        228,502         8.9%       239,107         9.4%

Depreciation and amortization    136,581         5.3%       153,040         6.0%

Gain on derivative               142,837         5.6%        29,867         1.2%
  financial instrument

Other income (expense)          (118,885)        4.6%      (116,317)        4.6%

Net income (loss)                128,172         5.0%        (9,799)        0.4%

                                       8
<PAGE>

Revenues  for the three  months  ended June 30,  2005  decreased  0.3 percent to
$2,554,461  as compared to $2,560,779  for the prior  period.  The decrease is a
result of a decrease in attendance at the IMAX theater.

Direct  expenses  were  $1,857,202  for the three  months  ended  June 30,  2005
representing 72.7% of revenues. This compares with direct expenses of $1,900,496
for the prior period,  representing 74.2% of revenues. Direct operating expenses
decreased  by  $43,294  over  the  prior  period.   The  decrease  is  primarily
attributable  to a decrease in IMAX film  royalties,  gift shop expenses and the
expenses of mall operations.

General and  administrative  expenses increased to $228,461 for the three months
ended June 30, 2005 as compared to $190,980 for the prior period.  This increase
is attributed to an increase in salaries and payroll for the period.

Advertising  and marketing  expense was $239,107 for the three months ended June
30, 2005 compared to $228,502 for the prior period.

Depreciation  and  amortization  expense was $153,040 for the three months ended
June 30,  2005  compared  to  $136,581  for the prior  period.  The  increase is
attributable to capital expenditures made during the period.

The gain on derivative  financial  instrument reflects changes in the fair value
of the Company's  interest-rate  swap agreement with Bank of America,  N.A.which
effectively  fixes the interest rate of the  Company's  term note with the Bank.
This derivative financial instrument was terminated during the period.

Other income  (expense) was ($116,317) and ($118,885) for the three months ended
June 30,  2005 and 2004,  respectively.  The greater  part of these  amounts was
interest  expense of $118,366  and  $119,169 for the three months ended June 30,
2005 and 2004, respectively. This decrease in interest expense is related to the
decrease in the principal balances outstanding of the Company's debt.

The Company's net income (loss) was ($9,799) for the three months ended June 30,
2005 compared to a net income of $128,172 for the prior period.



                                       9
<PAGE>
Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2005


                               6/30/2004  % of Revenue   6/30/2005  % of Revenue

Revenues                      $3,642,381      100.0%    $3,566,610       100.0%

Direct expenses                2,903,619       79.7%     2,828,529        79.3%

General and Administrative       414,182       11.4%       449,065        12.6%

Advertising and marketing        388,504       10.7%       420,700        11.8%

Depreciation and amortization    268,652        7.4%       287,377         8.1%

Gain on derivative               162,665        4.5%       100,790         2.8%
  financial instrument

Other income (expense)          (237,113)       6.5%      (235,241)        6.6%

Net income (loss)               (407,024)      11.2%      (553,512)       15.5%


Revenues  for the six  months  ended  June 30,  2005  decreased  2.0  percent to
$3,566,610  as compared to $3,642,381  for the prior  period.  The decrease is a
result of a decrease in attendance at the IMAX theater.

Direct  expenses  were  $2,828,529  for the  six  months  ended  June  30,  2005
representing 79.3% of revenues. This compares with direct expenses of $2,903,619
for the prior period,  representing 79.7% of revenues. Direct operating expenses
decreased  by  $75,090  over  the  prior  period.   The  decrease  is  primarily
attributable  to a decrease in theater and concession  expenses and the expenses
of mall operations.

General and  administrative  expenses  increased  to $449,065 for the six months
ended June 30, 2005 as compared to $414,182 for the prior period.  This increase
is attributed to an increase in salaries and payroll for the period.

Advertising and marketing expense was $420,700 for the six months ended June 30,
2005 compared to $388,504 for the prior period.

                                       10
<PAGE>

Depreciation and amortization expense was $287,377 for the six months ended June
30, 2005 compared to $268,652 for the prior period. The increase is attributable
to capital expenditures made during the period.

The gain on derivative  financial  instrument reflects changes in the fair value
of the Company's  interest-rate swap agreement with Bank of America,  N.A. which
effectively  fixes the interest rate of the  Company's  term note with the Bank.
This derivative financial instrument was terminated during the period.

Other income  (expense) was  ($235,241)  and ($237,113) for the six months ended
June 30,  2005 and 2004,  respectively.  The greater  part of these  amounts was
interest expense of $239,516 and $237,925 for the six months ended June 30, 2005
and 2004,  respectively.  This  decrease in  interest  expense is related to the
decrease in the principal balances outstanding of the Company's debt.

The Company's net income (loss) was ($553,512) for the six months ended June 30,
2005 compared to a net income of ($407,024) for the prior period.

LIQUIDITY AND CAPITAL RESOURCES

As  of  June  30,  2005,  current  assets  totaled  $1,388,233,   while  current
liabilities  totaled $983,887.  The Company's current ratio at June 30, 2005 was
1.40 to 1.00.

As of June 30, 2005, the Company's  working  capital was $404,346  compared with
working  capital of $832,745  at  December  31,  2004.  The  decrease in working
capital is attributable  primarily to a decrease in cash on hand and an increase
in accounts payable.

Net cash used in investing activities for the period ended June 30, 2005 totaled
$173,251, which is comprised of capital expenditures for property and equipment.

Net cash  provided by  financing  activities  for the period ended June 30, 2005
total $44,954, which represents the refinancing of the Company's long-term debt.

As of June 30, 2005, the Company has outstanding borrowings of $100,000 from Ms.
Ann Bluto, a director of the Company. This loan bears interest at prime plus 2%.
Proceeds from the loan were used to provide working capital for the Company.

Stockholders'   equity  decreased  from  $2,235,866  at  December  31,  2004  to
$1,682,353 at June 30, 2005, reflecting the net loss for the first six months of
2005.

Going  forward,  the Company  expects to be able to finance its  operations  and
immediate  capital  requirements  from  currently  available  cash and borrowing
capacity, and cash flow from operations.



                                       11
<PAGE>
Contractual Obligations and Commercial Commitments

The following table  summarizes our long-term debt,  capital lease  obligations,
and operating lease obligations as of June 30, 2005.
<TABLE>
<CAPTION>

                                                    Less than                                After 5
                                      Total          1 year       2-3 Years     4-5 years      Years

<S>                                 <C>              <C>          <C>           <C>         <C>
Aggregate annual maturities         $4,747,217       192,053      $321,120      $304,243    $3,929,801
  of long-term debt

Payments on capital lease               46,707         7,539        35,276         3,892            -
  obligations

Future minimum rental                5,332,500        62,500        40,000        40,000    5,190,000
  payments under                   -----------      --------      --------      --------    ---------
  noncancellable operating
  leases

Totals                            $10,126,424       $262,092      $396,396      $348,135   $9,119,801
                                  -----------       --------      --------      --------   ----------
</TABLE>

FORWARD-LOOKING STATEMENTS

When  used in this  Form  10-QSB,  in  other  filings  by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public stockholder communications,  or in oral statements made with the approval
of an authorized  executive officer of the Company,  the words or phrases "would
be," "will allow,"  "intends to," "will likely result," "are expected to," "will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995.

The Company cautions readers not to place undue reliance on any  forward-looking
statements,  which  speak  only  as of the  date  made,  are  based  on  certain
assumptions  and  expectations  which may or may not be valid or actually occur,
and which involve various risks and uncertainties,  including but not limited to
risk of product demand,  market  acceptance,  economic  conditions,  competitive
products and pricing,  difficulties in product  development,  commercialization,
and  technology and other risks.  In addition,  sales and other revenues may not
commence and/or continue as anticipated due to delays or otherwise. As a result,
the Company's  actual  results for future periods could differ  materially  from
those anticipated or projected. Please refer to the "Management's Discussion and
Analysis or Plan of Operation"  that is found in the Company's  Annual Report on
Form 10-KSB for the year ended December 31, 2004 for more details.

Unless otherwise required by applicable law, the Company does not undertake, and
specifically disclaims, any obligations to update any forward-looking statements
to reflect  occurrences,  developments,  unanticipated  events or  circumstances
after the date of such statement.


                                       12
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") within the 90 days prior to the filing date of this report,
the Company  carried out an  evaluation of the  effectiveness  of the design and
operation of the Company's  disclosure controls and procedures.  This evaluation
was  carried  out  under  the  supervision  and  with the  participation  of the
Company's  management,  including  the Company's  President and Chief  Operating
Officer and Chief Financial Officer.  Based upon that evaluation,  the President
and Chief  Operating  Officer along with the Chief  Executive  Officer and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective.  There  have  been  no  significant  changes  in the
Company's  internal  controls,  or in other factors,  which could  significantly
affect  internal  controls  subsequent  to the date the Company  carried out its
evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed in Company  reports  filed under the Exchange Act is  accumulated  and
communicated  to  management,   including  the  Company's  President  and  Chief
Operating  Officer along with the Company's  Chief  Executive  Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.

                            PART II OTHER INFORMATION


Item 1.           Legal Proceedings
                  -----------------

                  There are no material legal  proceedings pending to  which the
                  Company  is a  party of, or  which any  of its property is the
                  subject.

Item 2.           Changes in Securities
                  ---------------------

                  None

Item 3.           Defaults Upon Senior Securities
                  -------------------------------

                  None

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

                  None

Item 5.           Other Information
                  -----------------

                  None

                                       13
<PAGE>

Item 6.           Exhibits and Reports on Form 8-K
                  --------------------------------

                  A. Exhibits:

                     10.21  Promissory  Note dated May 18, 2005 in the principal
                            amount of $4,500,000  and payable to Ozark  Mountain
                            Bank.

                     10.22  Leasehold  Deed of  Trust,  Assignment  of Rents and
                            Leases and Security  Agreement dated May 18, 2005 by
                            and between the Company and Ozarks.

                     10.23  Commercial  Pledge  Agreement  dated May 18, 2005 by
                            and between the  Company  and Ozark  Mountain  Bank,
                            securing the repayment of the Promissory Note.

                     10.24  Commercial  Security Agreement dated May 18, 2005 by
                            and between the  Company  and Ozark  Mountain  Bank,
                            securing the repayment of the Promissory Note.

                     10.25  Revolving  Note dated May 18, 2005 in the  principal
                            amount of  $400,000  and  payable to Ozark  Mountain
                            Bank.

                     10.26  Commercial  Pledge  Agreement  dated May 18, 2005 by
                            and between the  Company  and Ozark  Mountain  Bank,
                            securing the repayment of the Revolving Note.

                     10.27  Commercial  Security Agreement dated May 18, 2005 by
                            and between the  Company  and Ozark  Mountain  Bank,
                            securing the repayment of the Revolving Note.

                     31.1   Certification  of Chief Executive  Officer and Chief
                            Financial  Officer,   Paul  M.  Bluto,  pursuant  to
                            Section 3.02 of the Sarbanes-Oxley Act of 2002

                     32.1   Certification  of Chief Executive  Officer and Chief
                            Financial  Officer,  Paul M.  Bluto,  pursuant to 18
                            U.S.C.  Section 1350, as adopted pursuant to Section
                            9.06 of the Sarbanes-Oxley Act of 2002.

                  B.   Reports  on  Form 8-K: Filed  June 29, 200  and reporting
                       the approval by the Board of Directors of a reverse stock
                       split transaction.






                                       14
<PAGE>

                                   SIGNATURES



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





Date        08/12/05                              /s/ Paul M. Bluto
            --------                              -----------------
                                                  Paul M. Bluto
                                                  Chairman and
                                                  Principal Financial Officer
                                                  Chief Executive Officer




Date       08/12/05                               /s/ Paul E. Rasmussen
           --------                               ---------------------
                                                  Paul E. Rasmussen
                                                  President
                                                  Chief Operating Officer





                                       15