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




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

[ ] Transition  Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 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) has 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 November 7, 2005 is 7,747,717 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 Consolidated Balance Sheet
  September 30, 2005    ..................................................    1


 Condensed Consolidated Statements of Operations
  Three and Nine Months Ended September 30, 2005 and 2004    .............    2

Condensed Consolidated Statements of Cash Flows
  Nine Months Ended September 30, 2005 and  2004     .....................    3


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


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


Item 3.  Controls and Procedures  ........................................   14


PART II.  OTHER INFORMATION.. ............................................   15

<PAGE>
ITEC Attractions, Inc.

            Condensed Consolidated Balance Sheet
                         (Unaudited)


                                                                  September 30,
            ASSETS                                                    2005
                                                                ----------------

Current assets:
   Cash                                                         $       515,336
   Accounts receivable                                                  160,813
   Inventories                                                          543,176
   Prepaid expenses                                                     286,328
   Prepaid leases-current                                                50,617
                                                                ----------------

            Total current assets                                      1,556,270


Property and equipment, net of accumulated
    depreciation of $4,786,620                                        6,338,872
Prepaid leases-non current                                              354,321
Deposits                                                                 61,553
                                                                ----------------


            TOTAL ASSETS                                        $     8,311,016
                                                                ================

            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                             $       430,518
   Accrued expenses                                                     346,999
   Current portion of long-term debt                                    209,379
                                                                ----------------

            Total current liabilities                                   986,896

Accrued lease expense                                                   690,261
Long-term debt                                                        4,832,654
Deferred revenue                                                         76,757
Deposits                                                                 12,400
                                                                ----------------

            Total liabilities                                         6,598,968
                                                                ----------------

Stockholders' equity
   Common stock, $.001 par value.  Authorized 40,000,000
      shares, issued and outstanding 7,747,717 shares                     7,747
   Additional paid-in capital                                        10,724,475
   Retained earnings (deficit)                                       (9,020,174)
                                                                ----------------

            Total stockholders' equity                                1,712,048
                                                                ----------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $     8,311,016
                                                                ================

     See accompanying notes to condensed consolidated financial statements.

                                        1

<PAGE>
                             ITEC Attractions, Inc.

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                     Three Months Ended                        Nine Months Ended
                                                        September 30,                             September 30,

                                                   2005               2004                   2005                  2005
                                               --------------     --------------        ---------------     --------------
<S>                                            <C>                <C>                   <C>                 <C>
Revenue:
     Theater and concession                    $   1,153,456      $   1,254,113         $    2,696,087      $    2,902,719
     Food service                                  1,160,254          1,103,130              2,512,619           2,455,920
     Gift shops                                      369,678            377,362                820,532             804,466
     Mall operations                                 137,962            145,020                358,724             358,899
                                               --------------     --------------        ---------------     ---------------
                                                   2,821,350          2,879,625              6,387,962           6,522,004
                                               --------------     --------------        ---------------     ---------------
Direct Expense:
     Theater and concession                          674,040            753,830              1,715,669           1,835,390
     Food service                                    964,061            853,284              2,174,040           2,071,307
     Gift shops                                      270,226            263,581                643,513             638,166
     Mall operations                                 128,595            127,523                332,228             356,971
                                               --------------     --------------        ---------------     ---------------
                                                   2,036,922          1,998,218              4,865,450           4,901,836
                                               --------------     --------------        ---------------     ---------------

Gross Profit                                         784,428            881,407              1,522,512           1,620,168
                                               --------------     --------------        ---------------     ---------------

Operating Expense:
     General and administrative                      241,585            199,685                690,650             613,868
     Advertising and marketing                       228,547            229,572                649,248             618,075
     Depreciation and amortization                   141,555            137,617                428,933             406,268
     (Gain) on derivative financial instrument             -            (36,425)              (100,790)           (199,090)
                                               --------------     --------------        ---------------     ---------------
                                                     611,687            530,449              1,668,041           1,439,121
                                               --------------     --------------        ---------------     ---------------

Operating Income                                     172,741            350,958               (145,529)            181,047
                                               --------------     --------------        ---------------     ---------------
Other Income (Expense):
     Interest income                                   3,737              1,190                  8,012               2,002
     Interest expense                                (89,994)          (118,488)              (329,511)           (356,414)
                                               --------------     --------------        ---------------     ---------------
        Other Income (Expense), net                  (86,257)          (117,298)              (321,499)           (354,412)
                                               --------------     --------------        ---------------     ---------------
        Net Income (Loss)                      $      86,484      $     233,660         $     (467,028)     $     (173,365)
                                               ==============     ==============        ===============     ===============


Income (loss) per common share                 $        0.01      $        0.03         $       ( 0.06)     $        (0.02)
                                               ==============     ==============        ===============     ===============
Weighted average common
   shares outstanding                              7,931,445          7,937,638              7,935,550           7,937,638

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>

                             ITEC Attractions, Inc.

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

                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                        2005                  2004
                                                                                   ---------------       ---------------
<S>                                                                                <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                        $     (467,028)       $     (173,365)
     Items not requiring(providing) cash:

     Depreciation and amortization                                                        428,933               406,268
     Gain on derivative financial instrument                                             (100,790)             (199,090)
     Changes in:
        Accounts receivable                                                               (74,816)               (3,815)
        Inventories                                                                      (157,049)             (180,552)
        Prepaid expenses and deposits                                                    (198,085)             (109,766)
        Prepaid leases                                                                    120,928                78,667
        Accounts payable and other accrued expenses                                       345,002               208,448
                                                                                   ---------------       ---------------
                         Net cash provided by (used in) operating activities             (102,904)               26,795
                                                                                   ---------------       ---------------

Cash flows from investing activities:
   Purchase of property and equipment                                                    (392,192)             (163,778)
   Purchase and retirement of Company Stock                                               (56,792)
                                                                                   ---------------       ---------------
                         Net cash used in investing activities                           (448,984)             (163,778)
                                                                                   ---------------       ---------------

Cash flows from financing activities:
   Principal payments on long-term debt                                                (4,444,962)             (103,982)
   Payment on termination of derivative financial instrument                             (138,700)
   Proceeds from issuance of long-term debt                                             4,876,727
                                                                                   ---------------       ---------------
                        Net cash provided by (used in) financing activities               293,065              (103,982)
                                                                                   ---------------       ---------------

Decrease in cash                                                                         (258,823)             (240,965)

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

Cash at end of period                                                              $      515,336        $      407,342
                                                                                   ===============       ===============

Supplemental cash flow information:
  Interest paid                                                                    $      329,511        $      356,414
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                     3


<PAGE>


                             ITEC Attractions, Inc.

              Notes to Condensed Consolidated 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  consolidated 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   consolidated  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.

Principles of Consolidation

The consolidated  financial statements include the accounts of ITEC Attractions,
Inc., and its wholly owned subsidiary, Branson Restaurants, Inc. All significant
intercompany accounts and transactions have been eliminated in consolidation.

NOTE 2. OPERATING SEGMENTS

The Company operates in three business segments: 1) Theater and concessions,  2)
Food service,  and 3) Retail  services,  which are organized around the types of
products and services the Company provides.

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

Nine months ended             Theater and        Food          Retail
September 30, 2005            Concessions       Service       Services        Corporate           Total
---------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>            <C>              <C>
Sales to unaffiliated
  customers                   $  2,696,087   $  2,512,619   $  1,179,256              -     $   6,387,962

Operating income (loss)            980,418        338,579        203,515     (1,668,041)         (145,529)

Interest  income                         -              -              -          8,012             8,012

Interest expense                         -              -              -        329,511           329,511

Depreciation and amortization      144,449         68,428         26,591        189,465           428,933

Capital expenditures                 3,105        305,030         47,105         69,952           425,192

Total assets                  $    542,769   $    689,985   $    493,461   $  6,584,801     $   8,311,016
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

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

Sales to unaffiliated
  customers                   $  2,902,719   $  2,455,920   $  1,163,365              -     $   6,522,004

Operating income (loss)          1,067,329        384,613        168,226     (1,439,121)          181,047

Interest income                          -              -              -          2,002             2,002

Interest expense                         -              -              -        356,414           356,414

Depreciation and amortization      146,152         77,105         14,679        168,332           406,268

Capital expenditures                36,660         13,394         69,248         44,475           163,777

Total assets                  $    689,611   $    541,571   $    496,309   $  6,578,018     $   8,305,509
</TABLE>


NOTE 3.  DERIVATIVE FINANCIAL INSTRUMENT

The Company held a derivative  financial  instrument  in the form of 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 was
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 a 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

                                       5
<PAGE>

Company  recognized  a gain on the  derivative  financial  instrument  of $0 and
$36,425 for the quarters ended September 30, 2005 and 2004, respectively,  and a
gain of $100,790 and $199,090  during the nine months ended  September  30, 2005
and 2004, respectively.

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.  In addition,  the
refinancing  also includes a $400,000  Revolving  Note from Ozark Mountain Bank.
The  Revolving  Note has a three year term and bears  interest at the prime rate
plus 0.5%. The repayment of the Revolving Note is secured by a second trust deed
on the Company's properties. The Bluto Family Trust has guaranteed the repayment
of the first $1,000,000 of the Loan and the Revolving Note.

See Note 5 below for a discussion of the debt Branson Restaurants Inc., a wholly
owned subsidiary,  of the Company incurred to finance the purchase of equipment,
payment of cost related to leasehold improvements and other pre-opening expenses
for the Montana Mike's restaurant.

NOTE 5. ACQUISITION OF FRANCHISE

During the third quarter of 2005, the Company formed a wholly-owned  subsidiary,
Branson  Restaurants,  Inc. , which acquired a Montana Mike's family  restaurant
franchise  and  leased  space for the  operation  of the  restaurant  franchise.
Branson  Restaurants,  Inc.  incurred  debt in  connection  with the startup and
commencement of operations of the restaurant  franchise as follows: (i) $175,000
note payable to Banta Foods,  Inc.  bearing  interest at 9% per annum and due in
five  years;  (ii)  $110,000  capital  lease  to Myer  Development  Co.  for the
acquisition of restaurant  equipment from Myer  Development Co. bearing interest
at 7.5% per annum and amortized  over five years but due on the earlier of three
years or exercise of a lease purchase option by Branson  Restaurants,  Inc.; and
(iii) $42,000 note dated October 5, 2005 payable to Ozark  Mountain Bank for the
acquisition of signage for the restaurant  franchise  bearing  interest at prime
plus 0.5% and due in six years. The repayment of all debt has been guaranteed by
the Company.

NOTE 6.  REPURCHASE OF SHARES

On September  27, 2005,  the Company  repurchased  210,341  shares of its common
stock from Dynatronics  Corporation at a price of $0.27 per share, for aggregate
consideration of $56,792.  The Company has also filed a Preliminary  Information
Statement  and Schedule  13E-3 with the  Securities  and Exchange  Commission in
connection  with a  proposed  amendment  to its  Articles  of  Incorporation  to
effectuate  a  1-for-381,426  reverse  stock  split.  Fractional  shares will be

                                       6
<PAGE>

redeemed for cash  consideration of $0.27 per pre-split share.  When the reverse
stock split is completed,  the Company will be a privately held company owned by
Paul and Ann Bluto.  The Company has recorded  approximately  $65,000 of prepaid
expenses in connection with this transaction.

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  consolidated  financial statements included elsewhere herein.  Except
for the historical  information  contained herein, the matters discussed in this
Quarterly 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 has filed a Preliminary  Information  Statement  and Schedule  13E-3
with the  Securities  and  Exchange  Commission  in  connection  with a proposed
amendment to its Articles of Incorporation to effectuate a 1-for-381,426 reverse
stock split.  Fractional shares will be redeemed for cash consideration of $0.27
per pre-split  share.  When the reverse stock split is consummated,  the Company
will be a  privately-held  company  owned  by Paul  and Ann  Bluto,  and it will
terminate its periodic reporting  obligations under Sections 13 and 15(d) of the
Securities  Exchange Act of 1934, as amended, it will terminate the registration
of its  common  stock  under  Section  12(g)  of the  Exchange  Act  and it will
terminate the quotation of its common stock on the OTC Bulletin Board.

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.

On July 21, 2005, the Company  acquired a Montana Mike's  Steakhouse  restaurant
franchise  from  Stockade  Franchising,  LP. The Company  formed a  wholly-owned
subsidiary  named Branson  Restaurants,  Inc.  which will operate the restaurant
franchise.  Montana Mike's is a family dining  steakhouse with a wide variety of
reasonably priced menu items. The initial franchise fee is $20,000, payable upon

                                       7
<PAGE>

signing of the franchise  agreement.  The franchise  royalty is 3% of net sales.
The  franchise  has an  initial  term of 15 years.  The  obligations  of Branson
Restaurants,  Inc.  under the franchise  agreement are guaranteed by the Company
and by Paul and Ann Bluto.

On July 12, 2005 Branson  Restaurants,  Inc. entered into a lease agreement with
option to purchase with Myers Development Co. for a restaurant facility formerly
known as the Country  Kitchen.  The  facility  is located in Branson,  Missouri,
approximately two (2) miles from the Company's theater complex. The lease is for
an initial  term of 10 years,  with two  five-year  renewal  options.  The lease
provides for minimum rents of $90,000.00 per year, with percentage rents of 7.5%
on the first  $2,000,000  of Annual  Gross  Receipts  and 5% on the Annual Gross
Receipts in excess of  $2,000,000.  The lease  includes a  three-year  option to
purchase the premises at a price of $1,300,000 if purchased during the first two
years  and a price of  $1,339,000  if  purchased  during  the  third  year.  The
obligations of Branson  Restaurants,  Inc. under the lease are guaranteed by the
Company. The restaurant opened to the public on October 18, 2005.

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
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.



                                       8
<PAGE>
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.  Sales 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  September  30,  2005,  long-lived
assets  represented  77% and 80%,  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.

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.


                                       9
<PAGE>

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2005 Compared to Three Months Ended  September
30, 2004
<TABLE>
<CAPTION>

                               9/30/2005     % of Revenue     9/30/2004    % of Revenue

<S>                           <C>                  <C>      <C>                  <C>
Revenues                      $  2,821,350         100.0%   $  2,879,625         100.0%

Direct expenses                  2,036,922          72.1%      1,998,218          69.4%

General and administrative         241,585           8.6%        199,685           6.9%

Advertising and marketing          228,547           8.1%        229,572           8.0%

Depreciation and amortization      141,555           5.0%        137,617           4.7%

Gain on derivative                     ---             0%         36,425           1.3%
  financial instrument

Other income (expense)             (86,257)          3.1%       (117,298)          4.1%

Net income (loss)                   86,484           3.1%        233,660           8.1%
</TABLE>

Revenues  for the three  months  ended  September  30,  2005  decreased  0.2% to
$2,821,350 as compared to $2,879,625  for the same period in the prior year. The
decrease is  primarily a result of a decrease in  attendance  and revenue in the
IMAX theater.

Direct  expenses were  $2,036,922 for the three months ended  September 30, 2005
representing 72.1% of revenues. This compares with direct expenses of $1,998,218
for the same  period in the prior year,  representing  69.4% of  revenues.  This
increase  in direct  expense as a percent of  revenue  is  primarily  related to
pre-opening expenses of the Montana Mike's restaurant.

General and  administrative  expenses increased to $241,585 for the three months
ended  September  30, 2005 as  compared  to $199,685  for the same period in the
prior year.  This  increase is attributed to an increase in salaries and payroll
and an increase in legal and accounting fees for the period.

Advertising  and  marketing  expense was  $228,547  for the three  months  ended
September 30, 2005 compared to $229,572 for the same period in the prior year.

Depreciation  and  amortization  expense was $141,555 for the three months ended
September  30, 2005  compared to $137,617 for the same period in the prior year.
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 second quarter of

                                       10
<PAGE>

2005.  Other income  (expense) was ($86,257) and ($117,298) for the three months
ended  September  30, 2005 and 2004,  respectively.  The  greater  part of these
amounts was interest  expense of $89,994 and $118,488 for the three months ended
September 30, 2005 and 2004, respectively.  This decrease in interest expense is
related to the  refinancing  of the Company's long term debt at a lower interest
rate.

The  Company's  net income was $86,484 for the three months ended  September 30,
2005 compared to a net income of $233,660 for the same period in the prior year.


Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30,
2004

<TABLE>
<CAPTION>

                               9/30/2005     % of Revenue    9/30/2004     % of Revenue

<S>                           <C>                  <C>      <C>                  <C>
Revenues                      $  6,387,962         100.0%   $  6,522,004         100.0%

Direct expenses                  4,865,450          76.2%      4,901,836          75.1%

General and Administrative         690,650          10.9%        613,868           9.4%

Advertising and marketing          649,248          10.1%        618,075           9.5%

Depreciation and amortization      428,933           6.7%        406,268           6.2%

Gain on derivative                 100,790           1.6%        199,090           3.0%
  financial instrument

Other income (expense)            (321,499)          5.0%       (354,412)          5.4%

Net income (loss)                 (467,028)          7.3%       (173,365)          2.7%

</TABLE>

Revenues for the nine months ended  September 30, 2005  decreased 2.0 percent to
$6,387,962 as compared to $6,522,004  for the same period in the prior year. The
decrease  is a result  of a  decrease  in  attendance  and  revenue  in the IMAX
theater.  Most other  segments of the Company's  operation  experienced a modest
increase in revenues during the period.

Direct  expenses were  $4,865,450  for the nine months ended  September 30, 2005
representing 76.2% of revenues. This compares with direct expenses of $4,901,836
for the same period in the prior year,  representing  75.1% of revenues.  Direct
operating  expenses decreased by $36,386 over the same period in the prior year.
The decrease is primarily  attributable  to a decrease in theater and concession
expenses and the expenses of mall  operations.  These  decreases  were partially
offset by pre-opening expenses for the Montana Mike's restaurant.



                                       11
<PAGE>

General and  administrative  expenses  increased to $690,650 for the nine months
ended  September  30, 2005 as  compared  to $613,868  for the same period in the
prior year.  This  increase is attributed to an increase in salaries and payroll
and an increase in legal and accounting fees for the period.

Advertising  and  marketing  expense  was  $649,248  for the nine  months  ended
September 30, 2005 compared to $618,075 for the same period in the prior year.

Depreciation  and  amortization  expense was  $428,933 for the nine months ended
September  30, 2005  compared to $406,268 for the same period in the prior year.
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 second quarter of
2005.

Other income  (expense) was  ($321,499) and ($354,412) for the nine months ended
September 30, 2005 and 2004, respectively. The greater part of these amounts was
interest  expense of $329,511 and  $356,414 for the nine months ended  September
30, 2005 and 2004, respectively. This decrease in interest expense is related to
refinancing of the Company's long term debt at a lower rate.

The Company's net loss was $467,028 for the nine months ended September 30, 2005
compared to a net loss of $173,365 for the same period in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

As of September  30, 2005,  current  assets  totaled  $1,556,270,  while current
liabilities totaled $986,896.  The Company's current ratio at September 30, 2005
was 1.57 to 1.00.

Net cash used in investing  activities  for the period ended  September 30, 2005
totaled  $448,984,  which is comprised of capital  expenditures for property and
equipment,  the purchase and retirement of shares, and restaurant  equipment and
leasehold improvement cost associated with the Montana Mike's restaurant.

Net cash  provided by financing  activities  for the period ended  September 30,
2005 total $293,065, which represents the refinancing of the Company's long-term
debt and the debt incurred as described  below,  to finance the  acquisition  of
restaurant  equipment and pay for leasehold  improvements for the Montana Mike's
restaurant and the payment of principal payments due during the period.



                                       12
<PAGE>

During the quarter,  the  Company's  wholly-owned  subsidiary  incurred  debt in
connection  with the startup and  commencement of operations of a Montana Mike's
family  restaurant  franchise  as follows:  (i)  $175,000  note payable to Banta
Foods,  Inc.  bearing  interest  at 9% per  annum  and due in five  years;  (ii)
$110,000 capital lease to Myer Development Co. for the acquisition of restaurant
equipment  from Myer  Development  Co.  bearing  interest  at 7.5% per annum and
amortized over five years but due on the earlier of three years or exercise of a
lease purchase option by Branson Restaurants, Inc.; and (iii) $42,000 note dated
October 5, 2005 payable to Ozark  Mountain Bank for the  acquisition  of signage
for the restaurant  franchise bearing interest at prime plus 0.5% and due in six
years. The repayment of all debt has been guaranteed by the Company.

As of September  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
$1,712,048  at September  30, 2005,  reflecting  the net loss for the first nine
months of 2005 and the purchase and retirement of shares.

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.

Contractual Obligations and Commercial Commitments

The following table  summarizes our long-term debt,  capital lease  obligations,
and operating lease obligations as of September 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   $  4,892,499   $    196,693   $    461,762   $    304,243     $   3,929,801
  of long-term debt

Payments on capital lease          149,534         12,686        132,956          3,892                 -
  obligations

Future minimum rental            6,232,500        103,750        220,000        220,000         5,688,750
  payments under
  noncancellable operating
  leases

Totals                        $ 11,274,533   $    313,129   $    814,718   $    528,135     $   9,618,551

</TABLE>



                                       13
<PAGE>

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.

ITEM 3. CONTROLS AND PROCEDURES

The Company's management has evaluated,  with the participation of its principal
executive  officer and principal  financial  officer,  the  effectiveness of the
Company's  disclosure  controls and procedures (as defined in Exchange Act Rules
13a-15(f)  and  15d-15(f))  as of the end of the period  covered by this report.
Based  on  this  evaluation,  these  officers  have  concluded,  subject  to the
following  paragraphs,  that, as of September 30, 2005, the Company's disclosure
controls and  procedures  are  effective to provide  reasonable  assurance  that
information  required to be disclosed by the Company in reports that it files or
submits  under  the  Exchange  Act  is  accumulated  and   communicated  to  its
management,  including its principal  executive officer and principal  financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Subsequent  to September 30, 2005,  it was  determined  that the Company did not
have adequate controls in place to properly record capital transactions that had
occurred in the third  quarter of 2005 in  accordance  with  generally  accepted
accounting  principles.  During the third  quarter of 2005 the Company  redeemed
210,341  shares  of its  common  stock for  $0.27  per  share  from  Dynatronics
Corporation.  This  was a  redemption  of all of the  Company's  stock  owned by
Dynatronics Corporation.  The Chairman of Dynatronics Corporation, Mr. Kelvyn H.
Cullimore,  Jr. is a member of the Company's  Board of Directors.  However,  the
transaction  was not  properly  recorded  at the  time  it  occurred.  This  was

                                       14
<PAGE>

determined to be a significant deficiency. The transaction has now been properly
recorded.  No  financial  statements  of the Company have been filed or released
with any improper reporting of this transaction.

Subsequent  to September 30, 2005,  it was  determined  that the Company did not
have adequate controls in place to properly record accrued lease expense and the
corresponding  liability  in  connection  with an operating  lease  entered into
during  the third  quarter  of 2005 by the  Company's  wholly-owned  subsidiary,
Branson  Restaurants,  Inc. in accordance  with  generally  accepted  accounting
principles. During the third quarter of 2005, Branson Restaurants, Inc. leased a
facility for the operation of a Montana Mike's Steakhouse restaurant.  The lease
provided that the first two months were rent free. However,  the transaction was
not  properly  recorded at the time it  occurred.  This was  determined  to be a
significant  deficiency.  The  transaction  has now been properly  recorded.  No
financial  statements  of the  Company  have  been  filed or  released  with any
improper reporting of this transaction.

The  Company  has taken  steps to  correct  these  significant  deficiencies  by
adopting a policy of engaging  professional  consultants with enhanced financial
accounting  and  reporting  experience  in  connection  with  transactions  of a
nonrecurring  nature.  The Company will continue to evaluate  these  significant
deficiencies  and will take all necessary action to correct the internal control
deficiencies  so identified.  The Company will also further  develop and enhance
its  internal  control  policies,  procedures,  systems and staff to allow it to
mitigate the risk that material  accounting  errors might go  undetected  and be
included in its financial statements.

                            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

                                       15
<PAGE>

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

              A.     Exhibits:

              10.21  Lease Agreement with Option to Purchase dated July 12, 2005
                     between Branson Restaurants, Inc. and Myers Development Co.
                     (Incorporated  by  reference  to Form 8-K filed  October 7,
                     2005).

              10.22  Franchise  Agreement  dated July 21, 2005  between  Branson
                     Restaurants,    Inc.   and   Stockade   Franchising,    LP.
                     (Incorporated  by  reference  to Form 8-K filed  October 7,
                     2005).

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

              10.24  Leasehold Deed of Trust, Assignment of Rents and Leases and
                     Security  Agreement  of the  Company  dated May 18, 2005 to
                     Ozark Mountain Bank.

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

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

              10.27  Guaranty of Paul M. Bluto and L. Ann Bluto, Trustees of the
                     Bluto Family Trust dated  February 28, 2002,  dated May 18,
                     2005 to Ozark Mountain Bank of the Promissory Note.

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

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

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

              10.31  Guaranty of Paul M. Bluto and L. Ann Bluto, trustees of the
                     Bluto Family Trust dated  February 28, 2002,  dated May 18,
                     2005  to  Ozark  Mountain  Bank  of  the  repayment  of the
                     Revolving Note.


                                       16
<PAGE>

              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: The Company filed a Current  Report on
                     Form 8-K on October 7, 2005 reporting the  acquisition of a
                     restaurant franchise.



                                   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       11/21/05                       /s/ Paul M. Bluto
           --------                       -----------------
                                             Paul M. Bluto
                                             Chairman and
                                             Principal Financial Officer
                                             Chief Executive Officer




Date      11/21/05                        /s/ Paul E. Rasmussen
          --------                        ---------------------
                                             Paul E. Rasmussen
                                             President
                                             Chief Operating Officer





                                       17