U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 June 30, 2005



/ /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number: 001-32134
                                    ---------

                           CIRCLE GROUP HOLDINGS, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         ILLINOIS                                            36-4197173
    -------------------------------                      ------------------
    (State or Other Jurisdiction of                      (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

                  1011 CAMPUS DRIVE, MUNDELEIN, ILLINOIS 60060
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                 (847) 549-6002
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                 Check whether the issuer: (1) filed all reports
               required to be filed by Section 13 or 15(d) of the
               Exchange Act during the past 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 registrant has a single class of common
                  stock, par value $.00005 per share, of which
                     there are 47,399,772 shares issued and
                                outstanding as of
                                 June 30, 2005.

         Transitional Small Business Disclosure Format (Alternative 2):

                                 Yes / / No /X/


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     See Consolidated Financial Statements beginning on page F-1.

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

     The following discussion is intended to assist in understanding the
financial condition and results of operations of Circle Group Holdings, Inc. You
should read the following discussion along with our financial statements and
related notes included in this Form 10-QSB. The following discussion contains
forward-looking statements that are subject to risks, uncertainties and
assumptions. Our actual results, performance and achievements in 2005 and beyond
may differ materially from those expressed in, or implied by, these forward
looking statements.

OVERVIEW

     We are a pioneer of emerging technology companies. We provide small
business infrastructure, funding and substantial intellectual capital to bring
important and timely life-changing technologies to the marketplace through all
phases of the commercialization process.

       Circle Group Holdings, Inc. was founded in May 1994 under the original
name, Circle Group Entertainment Ltd. and changed its name to Circle Group
Holdings, Inc. in 2002. We had no business operations except for research and
development activities between May 1994 and January 1997. In 2002, we
reorganized our business units into three reportable segments: food product
development, security product development, and e-tailor, and acquired Fiber-Gel
Technologies, Inc., which owns an exclusive license to Z-Trim, an all-natural,
corn and other grain-based fat replacement.

     We have four operating subsidiaries: Fiber-Gel Technologies, Inc.,
thebraveway.com, Inc., operating as The Brave Way Training Systems, On-Line
Bedding Corp., and Z-Amaize Technologies, Inc., and have exclusive worldwide
licenses to the Nutrition Analysis Tool website, Mini-Raman Lidar System, and
ThraxVac technology.

                                       2
<PAGE>
RECENT MATERIAL DEVELOPMENTS

     On August 25, 2004, we commemorated the opening of our new production
facility in Mundelein, Illinois with an official ribbon cutting ceremony. At
full capacity, this eco-compliant facility is capable of producing up to ten
million pounds annually of Z-Trim(TM). In addition, this facility is also
capable of producing up to ten million gallons of Z-Bind(TM) adhesive resin and
polymer extenders for use by the plywood, concrete and construction industries.

In December 2004, FiberGel Technologies produced a new version of its Z-Trim
zero calorie fat replacement and dietary fiber supplement from non-genetically
modified organism (non-GMO) grain. We expect that the non-GMO status will create
additional interest among leading food companies who offer products in this
area.

On May 20, 2005 Circle Group Holdings, Inc. announced the date of its annual
shareholder meeting for Wednesday June 29, 2005 at Circle Group's Mundelein,
Illinois Corporate Headquarters. The record date was May 20, 2005. The proxy and
annual report were mailed to shareholders on or about May 23, 2005.

For discussion of the promissory note for $965,000 received as payment for a
note receivable for a stock purchase, see Note 6 to the Financial Statements.

SUMMARY OF FINANCIAL RESULTS

Total assets decreased to $7,863,542 at June 30, 2005 from $7,957,409 on
December 31, 2004. This was primary the result of the net operating loss, offset
against the proceeds received from equity transactions.

Total equity increased 14% to $6,625,165 on June 30, 2005 compared to $5,833,958
for the year ended December 31, 2004.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2005 AS COMPARED TO THE SAME PERIODS
ENDING JUNE 30, 2004

Revenues

Revenues decreased 28% for the three months ended June 30, 2005 from $220,667
for the three months ended June 30, 2004 to $159,702. Revenues decreased 19% for
the six months ended June 30, 2005 from $345,225 for the six months ended June
30, 2004 to $279,392. The decrease in revenues was primarily due to the decrease
in product sales and business consulting service. The following table provides a
breakdown of the revenues for our divisions for the periods indicated:

                                 Three months ended June 30,
                                     2005           2004
                                   --------       --------
           Products                $159,109       $203,032
           Services                     683         17,635
                                   --------       --------
        Total Revenues             $159,792       $220,667
                                   ========       ========

                                  Six months ended June 30,
                                     2005           2004
                                   --------       --------
           Products                $276,684       $314,693
           Services                   2,708         30,532
                                   --------       --------
        Total Revenue              $279,392       $345,225
                                   ========       ========


                                       3
<PAGE>
Operating expenses

Operating expenses consist of payroll and related costs, insurance, occupancy
expenses, professional fees, and general operating expenses. Total operating
expenses increased by $512,143 or approximately 54% to $1,452,272 for the three
months ended June 30, 2005 from $940,129 for the three months ended June 30,
2004. Total operating expenses increased by $484,154 or approximately 19% to
$3,002,341 for the six months ended June 30, 2005 from $2,518,187 for the six
months ended June 30, 2004. The increase in operating expenses was primarily due
to introduction and promotion of Z-trim products, and the increase in investor
and public relation expenses.

Other income (expense)

Total other income for the three months ended June 30, 2005 was an expense of
$959,586, compared to income of $15,561 for the comparable period in fiscal
2004. Total other income for the six months ended June 30, 2005 was an expense
of $946,358, compared to income of $29,112 for the comparable period in fiscal
2004. The decrease from other income to other expense was primarily due to a
provision of an uncollectible note receivable of $965,000 plus the decrease in
sublease rental income.

                                       4
<PAGE>
Net loss

The Company reported net loss for the second quarter of 2005 of $2,407,801 or
$0.05 per share, a 157% increase in the net loss of $937,854 or $0.02 per share,
for the second quarter of 2004. For the six months ending June 30, 2005, the
Company reported a net loss of $3,964,870 or $0.09 per share which is a 53%
increase from the net loss of $2,586,112 or $0.07 per share for the six month
period ending June 30, 2004. This was due to a combination of the decrease in
revenues, the introduction and promotion of Z-trim products, the increase in
investor and public relation expenses, and the writing off a an uncollectible
note receivable in the sum of $965,000.

LIQUIDITY AND CAPITAL RESOURCES


At June 30, 2005, we had cash and cash equivalents of $214,133, an increase of
$120,385 from December 31, 2004. The increase in cash is due to the net cash
used in operations of $2,528,290 and in the purchase of property and equipment
of $165,619 and the net cash generated from equity transactions of $2,814,294.
Our total capital lease obligations were $60,692 at June 30, 2005.

Net cash used by operating activities increased by 126% to $2,528,290 for the
six months ended June 30, 2005 as compared to $1,116,317 for the six months
ended June 30, 2004. The increased cash usage was composed of a net loss of
$3,964,870, non-cash items, including depreciation and amortization of $329,150,
provision for loss of $965,000 for a write off of a note receivable and non-cash
services of $1,036,745, and for the net cash used from the net increases and
decreases in liabilities and assets of approximately $894,315.

Net cash used by investing activities was $165,619 for the six months ended June
30, 2005, as compared to net cash used by investing activities of $2,415,709 for
the six months ended June 30, 2004. The decrease was due to reduced acquisitions
of property and equipment for our manufacturing plant in current year.


Net cash provided by financing activities was $2,814,294 for the six months
ended June 30, 2005, as compared to $4,906,056 for the six months ended June 30,
2004. Net cash provided by financing activities for the six months ended June
30, 2005 was primarily from the proceeds received from sale of stock, options
and warrants exercised and notes receivable for stock subscriptions of
$2,827,250. Net cash provided by financing activities for the six months ended
June 30, 2004 was primarily from sale of our stocks and from exercising of
options and warrants approximately of $4,918,073.

To successfully operate the business operations and grow the individual segments
of the business, the Company must improve its cash position, and the revenue
base of each segment, as well as continue to succeed in its ability to raise
additional capital through a combination of public or private equity offerings,
or strategic alliances. The Company also depends on certain important employees,
and the loss of any of those employees may harm the Company's business.

GOING CONCERN QUALIFICATION

The Company's independent auditors have included an explanatory paragraph in
their review report on the June 30, 2005 consolidated financial statements
discussing issues which raise substantial doubt about the Company's ability to
continue as a "going concern." The going concern qualification is attributable
to the Company's historical operating losses and the amount of capital which the
Company projects it needs to satisfy existing liabilities and achieve profitable
operations. In positive steps, the Company has closed down its loss generating
businesses, and continues to evaluate and implement cost cutting measures at
every entity level. For the year ended June 30, 2005, the Company continued to
experience a negative cash flow from consolidated operations, and projects that
it will need certain additional capital to enable it to continue operations at
its current level beyond the near term. The Company believes that certain of
this needed capital will result from the successful collection of its accounts
receivable balances as the manufacturing plant is fully operating during the
coming fiscal year. The Company believes it can raise additional funds though
private placements of its common stock.

                                       5
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS

The following risks are material risks that we face. If any of the following
risks occur, the business of the Company and its operating results could be
seriously harmed.

WE HAVE A HISTORY OF OPERATING LOSSES AND CANNOT GUARANTEE PROFITABLE OPERATIONS
IN THE FUTURE. ANY FAILURE ON OUR PART TO ACHIEVE PROFITABILITY MAY CAUSE US TO
REDUCE OR EVENTUALLY CEASE OPERATIONS.

We reported a net loss of $2,407,841 for the three months ending June 30, 2005
and a net loss of $3,964,870 for the six months ending June 30, 2005. At June
30, 2005 and 2004, respectively, we reported accumulated deficits of $30,992,700
and $25,496,167. If we continue to incur significant losses our cash reserves
may be depleted earlier than currently anticipated, and we may be required to
limit our future growth objectives to levels corresponding with our then
available cash reserves.

OUR SUCCESS IS DEPENDENT ON MARKET ACCEPTANCE OF OUR PRODUCT.

We have not conducted, nor have others made available to us, results of market
research indicating how much market demand exists for Z-Trim, our fat
replacement product. We are relying on the current concerns over obesity,
weight-health issues, and the rising cost of health care to drive demand for
ZTrim in the marketplace. We cannot assure you that we will be able to gain the
market acceptance necessary to achieve profitability.

WE MAKE NO PROJECTIONS REGARDING THE VIABILITY OF OUR FAT REPLACEMENT PRODUCT
AND WE CANNOT ASSURE YOU THAT WE WILL ACHIEVE THE RESULTS DESCRIBED.

We make no projection with respect to our future income, assets or business. No
expert has reviewed our business plan for accuracy or reasonableness. Our
business and results of operations will be materially harmed if Z-trim is not
widely accepted as a fat substitute. It is likely that our actual business and
results of operations will differ from those presented herein.

WE MAY NEED ADDITIONAL FUNDING AND SUCH FUNDING MAY NOT BE
AVAILABLE. IF SUCH FUNDING IS AVAILABLE, IT MAY NOT BE OFFERED ON SATISFACTORY
TERMS.

We may require additional financing to fund ongoing operations if our sales and
revenue growth are insufficient to meet our operating costs. Our inability to
obtain necessary capital or financing to fund these needs will adversely affect
our ability to fund operations and continue as a going concern. Our inability to
obtain necessary capital or financing to fund these needs could adversely affect
our business, results of operations and financial condition. Additional
financing may not be available when needed or may not be available on terms
acceptable to us. If adequate funds are not available, we may be required to
delay, scale back or eliminate one or more of our business segments, which
mayaffect our overall business, results of operations and financial condition.

THE LOSS OF SERVICE OF KEY MANAGEMENT COULD HAVE A NEGATIVE IMPACT ON OUR
PERFORMANCE.

Our success depends to a significant degree upon the performance of our founder
and chief executive officer, Gregory J. Halpern. The loss of his services could
have a material adverse effect on our operating performance, prospects and
viability as a going concern.

OUR MANAGEMENT CURRENTLY BENEFICIALLY OWNS A SIGNIFICANT
PERCENTAGE OF OUR COMMON STOCK.

Ownership of Circle Group is concentrated in management. Gregory J. Halpern, who
owns 28.9% of the outstanding shares of our common stock, and all of the
directors and officers collectively own 34.8%. Holders of our common stock can
be out-voted by management in most circumstances and thereby management can
control the composition of our board of directors and our policies.

                                        6
<PAGE>
WE MAY EXPAND OUR OPERATIONS BY MAKING ACQUISITIONS WHICH COULD SUBJECT US TO A
NUMBER OF OPERATIONAL RISKS.

In order to grow our business, we may expand our operations by acquiring other
businesses in the future. We cannot predict whether or when any acquisitions
will occur. Acquisitions commonly involve certain risks, and we cannot assure
you that any acquired business will be successfully integrated into our
operations or will perform as we expect. Any future acquisitions could involve
certain other risks, including the assumption of additional liabilities,
potentially dilutive issuances of equity securities and diversion of
management's attention from other business concerns We may also enter into joint
venture transactions. Joint ventures have the added risk that the other joint
venture partners may have economic, business or legal interests or objectives
that are inconsistent with our interests and objectives.

OUR INABILITY TO SECURE AND PROTECT OUR INTELLECTUAL PROPERTY MAY RESULT IN
COSTLY AND TIME-CONSUMING LITIGATION AND COULD IMPEDE US FROM EVER ATTAINING
MARKET SUCCESS.

We hold several patents as well as copyrights and trademarks with respect to our
products and expect to continue to file applications in the future as a means of
protecting our intellectual property. In addition, we seek to protect our
proprietary information and know-how through the use of trade secrets,
confidentiality agreements and other similar security measures. With respect to
patents, there can be no assurance that any applications for patent protection
will be granted, or, if granted, will offer meaningful protection. Additionally,
there can be no assurance that competitors will not develop, patent or gain
access to similar know-how and technology, or reverse engineer our products, or
that any confidentiality agreements upon which we rely to protect our trade
secrets and other proprietary information will be adequate to protect our
proprietary technology. The occurrence of any such events could have a material
adverse effect on our results of operations and financial condition.

OUR STOCK PRICE MAY DROP UNEXPECTEDLY DUE TO SHORT SELLING OF OUR COMMON STOCK
IN THE MARKET.

     We have experienced and may continue to experience unexpected decline n our
stock price due to manipulation of the market by individuals who profit by short
selling our common stock. Short selling occurs when an individual borrows shares
from an investor through a broker and then sells those borrowed shares at the
current market price. The "short seller" profits when the stock price falls
because he or she can repurchase the stock at a lower price and pay back the
person they borrowed, thereby making a profit. We cannot assure you that short
sellers will not continue to drive the stock price down in the future, causing
decline in the value of your investment.

THE FLUCTUATION IN OUR STOCK PRICE MAY RESULT IN A DECLINE IN THE VALUE OF YOUR
INVESTMENT.

     The price of our common stock may fluctuate widely, depending upon many
factors, including the differences between our actual financial and operating
results and those expected by investors and analysts, changes in analysts'
recommendations or projections, short selling of our stock in the market,
changes in general economic or market conditions and broad market fluctuations.
Companies that experience volatility in the market price of their securities
often are subject to securities class action litigation. This type of
litigation, if instituted against us, could result in substantial costs and
divert management's attention and resources away from our business.

FORWARD-LOOKING STATEMENTS

     When used in this Form 10-QSB and in future filings by us with the
Securities and Exchange Commission, in our press releases or other public or
shareholder communications, and in oral statements made with the approval of an
authorized executive officer, the words "believes," "intends," "expects," "may,"
"will," "should," "plan," "projected," "contemplates," "anticipates," or similar
statements are intended to identify forward-looking statements. Our ability to
predict results or the actual effect of future plans or strategies are
uncertain.

     Factors which could have a material adverse effect on our operations
include, but are not limited to, market acceptance of Z-Trim, general economic
conditions, availability of additional financing on acceptable terms,
legislative/regulatory changes, competition, demand for financial services in
our market areas and accounting principles and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and
you should not place undue reliance on these forward-looking statements, which
apply only as of the date of this filing. We undertake no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date of this Form
10-QSB or to reflect the occurrence of unanticipated events.

                                        7
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures (as defined pursuant to
Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934), based on
their evaluation of such controls and procedures as of the end of the period
covered by this report, are effective to ensure that information required to be
disclosed by the Company in the reports it files under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission and that such information is accumulated and communicated to the
Company's management, including its Chief Executive officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company's internal controls over financial
reporting identified in connection with management's evaluation that occurred
during the Company's last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1  Legal Proceedings

In July 2005, an action was filed in the U. S. District for the Northern
District of Illinois, 05-C 3921, Circle Group Holdings, Inc., plaintiff, versus
Farhad Zaghi and Nurieel Akhamzadeh, defendants. The claims are for $965,000.
plus interest. attorneys' fees, costs and punitive damages and arising out of a
promissory note for the purchase of Circle Group shares of common stock. The
defendants made an initial and an interim instalment payment, but defaulted
thereafter on a subsequent instalment.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the second quarter of 2005, we sold an aggregate of 750,000 shares of our
common stock in private offerings generating $300,000 in gross proceeds. The
shares were issued in the third quarter of 2005. No underwriters participated in
the offerings .

Date of Transaction         No. of Shares             Consideration
     7/1/05                    750,000                   $300,000

ITEM 4.  Submission of Matters to a Vote of Security Holders.

The annual shareholders' meeting was conducted on June 29, 2005 at the offices
of Circle Group Holdings, Inc. at 1011 Campus Drive, Mundelein, Il 60060. The
meeting was to elect directors, approval of the appointment of the auditors
(approved by the shareholders) and any miscellaneous matters brought to the
attention of the meeting (no other resolutions were advanced). The directors
nominated and elected at the meeting and the votes cast for, withheld and
abstentions of the nominees were as follows:

                                            VOTING RESULTS

                                        FOR          WITHHELD    ABSTENTIONS

Gregory J. Halpern                  33,448,551        777,319            0
Edward L. Halpern                   33,410,286        815,584            0
Dana L. Dabney                      33,449,468        776,402            0
Steve H. Salgan, MD                 33,723,616        502,254            0
Stanford J. Levin                   33,701,616        524,254            0
Alan G. Orlowsky                    33,718,466        507,404            0





The number of non-votes on the election of the directors and the approval of the
appointment were as follows:

                                            NUMBER OF BROKER NON-VOTES

 Approval of the auditors                            0


                                        8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
      (a)  Exhibits

 Exhibit No.                        Description
 -----------                        -----------

 3.1(i)          Articles of Incorporation of Circle Group Holdings, Inc.
                 [Incorporated by reference to Exhibit 2.1 to Circle Group's
                 Registration Statement on Form 10-SB]

 3.1(ii)         Bylaws of Circle Group Holdings, Inc. [Incorporated by
                 reference to Exhibit 2.2 to Circle Group's Registration
                 Statement on Form 10-SB]

10.1*            Gregory J. Halpern Employment Agreement [Incorporated by
                 reference to Exhibit 6.1 to Circle Group's Registration
                 Statement on Form 10-SB]

10.2*            Michael Theriault Employment Agreement [Incorporated by
                 reference to Exhibit 6.3 to Circle Group's Registration
                 Statement on Form 10-SB]

10.3*            Dana Dabney Employment Agreement [Incorporated by reference
                 to Exhibit 6.4 to Circle Group's Registration Statement on
                 Form 10-SB]

10.4 (a)         Circle Group Holdings,Inc. 1999 Stock Option Plan
                 [Incorporated by reference to Exhibit 6.6 to Circle Group's
                 Registration Statement on Form 10-SB]

10.4 (b)         Circle Group Holdings, Inc. 2004 Equity Incentive Plan
                 [Incorporated by reference to Circle Group's Proxy Statement
                 for its Annual Meeting conducted on June 16, 2004 and approved
                 by its Shareholders on that date].

10.5             Industrial Lease Agreement between CLO Enterprises and
                 Circle Group Holdings,Inc. dated May 20, 1999 [Incorporated
                 by reference to Exhibit 6.7 to Circle Group's Registration
                 Statement on Form 10-SB]

10.6             Industrial Lease Agreement between CLO Enterprises and
                 Circle Group Holdings,Inc. dated June 18, 1999 [Incorporated
                 by reference to Exhibit 6.8 to Circle Group's Registration
                 Statement on Form 10-SB]

* These agreements expired in 2002, the parties continue to perform services
pursuant to the terms of the agreements.

10.7             Promissory Note, Dated November 30, 2002, delivered by
                 Circle Group Holdings, Inc. in favor of Edward L. Halpern
                 [Incorporated by reference to Exhibit 6.11 to Circle Group's
                 Annual Report on Form 10-KSB for the year ended December 31,
                 2002]

10.8             Asset Purchase Agreement, dated August 27, 2002, by and
                 between Circle Group Holdings, Inc. and UTEK Corporation
                 [Incorporated by reference to Circle Group's Current Report
                 on Form 8-K filed on September 11, 2002]

                                        9

<PAGE>
10.9             Assignment of License Agreement between UTEK Corporation,
                 Circle Group Holdings, Inc. and Brookhaven Science
                 Associates dated March 26 2003 [Incorporated by reference to
                 Exhibit 10.14 to Circle Group's Form 10-QSB for the quarter
                 ending September 30, 2003]

10.10            Assignment of License Agreement between UTEK Corporation,
                 Circle Group Holdings, Inc. and University of Illinois dated
                 July 9, 2003 [Incorporated by reference to Exhibit 10.15 to
                 Circle Group's Form 10-QSB for the quarter ending September
                 30, 2003]

10.11            Assignment of License Agreement between Circle Group
                 Holdings, Inc. and Brookhaven Science Associates dated July
                 22, 2003 [Incorporated by reference to Exhibit 10.16 to
                 Circle Group's Form 10-QSB for the quarter ending September
                 30, 2003]

15.1             Letter of Spector and Wong (re unaudited interim financial
                 information)

31.1*            Statement Under Oath of Principal Executive Officer of the
                 Company Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2*            Statement Under Oath of Principal Financial Officer of the
                 Company Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1*            Statement Under Oath of Principal Executive Officer of the
                 Company Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2*            Statement Under Oath of Principal Financial Officer of the
                 Company Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

* Filed herewith
                                        10


<PAGE>
CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES

                  Index to Financial Statements
                  -----------------------------

Consolidated Balance Sheet at
  JUNE 30, 2005 (unaudited)........................................... F-1

Consolidated Statement of
  Operations as of JUNE 30, 2005 (unaudited).......................... F-2

Consolidated Statements of
  Cash Flows as of JUNE 30, 2005 (unaudited).......................... F-3

Notes to Interim Unaudited
  Consolidated Financial Statements................................... F-4


<PAGE>
CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)

JUNE 30, 2005 and 2004
<TABLE>
<CAPTION>

                           ASSETS
Current Assets                                                                2005                 2004
                                                                       -------------------  -------------------
<S>                                                                           <C>                  <C>
  Cash and cash equivalents                                                   $   214,133          $ 2,757,748
  Accounts receivable, net of allowance for doubtful
    accounts of $0 and $6,096 for 2005 and 2004                                    53,119              112,736
  Prepaid expenses and other assets                                                85,580               21,648
  Inventory                                                                       135,846               63,682
                                                                       -------------------  -------------------
    Total current assets                                                          488,678            2,955,814
                                                                       -------------------  -------------------

Property and equipment, net                                                     6,817,678            3,057,966
                                                                       -------------------  -------------------

Other Assets
  Deposits                                                                         11,103               11,103
  Intangible assets, net                                                          546,083              580,416
                                                                       -------------------  -------------------
    Total other assets                                                            557,186              591,519
                                                                       -------------------  -------------------

      TOTAL ASSETS                                                            $ 7,863,542          $ 6,605,299
                                                                       ===================  ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                            $   966,896          $    90,638
  Accrued expenses and other current liabilities                                  332,607              990,987
  Note payable - related party                                                          -               25,000
  Capital lease obligations                                                        33,296               13,321
                                                                       -------------------  -------------------
    Total current liabilities                                                   1,332,799            1,119,946
                                                                       -------------------  -------------------

Long-Term Liabilities,
  Capital lease obligations, net of current portion                                27,666               75,532
                                                                       -------------------  -------------------

TOTAL LIABILITIES                                                               1,360,465            1,195,478
                                                                       -------------------  -------------------

Minority Deficit                                                                 (122,088)             (45,406)

Stockholders' Equity
  Common stock, $0.00005 par value; authorized 200,000,000 shares;
   issued and outstanding 46,222,772 shares                                         2,311                1,910
  Common stock to be issued                                                            22                   50
  Additional paid-in capital                                                   39,135,480           33,285,869
  Notes receivable for issuance of stock, net                                    (245,818)          (2,290,000)
  Unamortized expenses                                                         (1,262,861)             (35,166)
  Accumulated Deficit                                                         (30,992,700)         (25,496,167)
  Treasury stock, at cost                                                         (11,269)             (11,269)
                                                                       -------------------  -------------------
TOTAL STOCKHOLDERS' EQUITY                                                      6,625,165            5,455,227
                                                                       -------------------  -------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 7,863,542          $ 6,605,299
                                                                       ===================  ===================
</TABLE>
                                       F-1

<PAGE>
CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>

                                                          For Three Months ended             For Six Months ended
                                                               June 30,                            June 30,
                                                         2005            2004                2005           2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>                 <C>             <C>
REVENUES:
  Products                                              $   159,109    $   203,032         $   276,684     $   314,693
  Services                                                      683         17,635               2,708          30,532
-----------------------------------------------------------------------------------------------------------------------
    Total revenues                                          159,792        220,667             279,392         345,225
-----------------------------------------------------------------------------------------------------------------------

COST OF REVENUES:
  Products                                                  170,807        222,345             315,178         339,588
  Services                                                    6,496         33,490              23,607         136,754
-----------------------------------------------------------------------------------------------------------------------
    Total cost of revenues                                  177,303        255,835             338,785         476,342
-----------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Selling, general and administrative                     1,443,688        931,545           2,985,174       2,501,020
  Amortization of intangible assets                           8,584          8,584              17,167          17,167
-----------------------------------------------------------------------------------------------------------------------
    Total operating expenses                              1,452,272        940,129           3,002,341       2,518,187
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
     OPERATING LOSS                                      (1,469,783)      (975,297)         (3,061,734)     (2,649,304)
-----------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSES):
  Other income                                               10,530         18,500              23,530          35,945
  Interest income                                               476          2,391               4,185           4,622
  Provision for loan loss                                  (965,000)             -            (965,000)              -
  Interest expense                                           (5,592)        (5,330)             (9,073)        (11,455)
-----------------------------------------------------------------------------------------------------------------------
    Total other income (expenses)                          (959,586)        15,561            (946,358)         29,112
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
NET LOSS BEFORE MINORITY INTEREST                        (2,429,369)      (959,736)         (4,008,092)     (2,620,192)
-----------------------------------------------------------------------------------------------------------------------

Minority interest in losses of subsidiairies                 21,568         21,882              43,222          34,080

-----------------------------------------------------------------------------------------------------------------------
NET LOSS                                                $(2,407,801)   $  (937,854)        $(3,964,870)    $(2,586,112)
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
Net loss per Share - Basic and Diluted                  $     (0.05)   $     (0.02)        $     (0.09)    $     (0.07)
-----------------------------------------------------------------------------------------------------------------------

Weighted Average Number of Shares                        45,461,557     37,714,771          45,048,166      35,947,158

</TABLE>
                                       F-2

<PAGE>
CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOW (unaudited)
<TABLE>
<CAPTION>





For Six Months ended June 30,                                                          2005                   2004
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                    <C>
Cash Flows From Operating Activities:
  Net loss                                                                            $ (3,964,870)          $ (2,586,112)
  Adjustments to reconcile net loss to net cash used in operations:
   Minority deficit                                                                        (43,222)               (34,080)
   Depreciation and amortization                                                           329,150                 92,997
   Issuance of common stocks and warrants for services                                     177,477                324,870
   Amortization of noncash expenses                                                        859,268                410,700
   Provision for uncollectible loan loss                                                   965,000                      -
   (Increase) decrease in:
     Accounts receivable                                                                    33,346                (43,579)
     Inventory                                                                             (20,104)               (45,633)
     Prepaid expenses and other assets                                                      30,468                 (5,328)
   Increase (decrease) in:
     Accounts payable and accrued expenses                                                (894,803)               769,848
--------------------------------------------------------------------------------------------------------------------------
   Cash flows used in operating activities                                              (2,528,290)            (1,116,317)
--------------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities:
  Purchase of property and equipment                                                      (165,619)            (2,415,709)
--------------------------------------------------------------------------------------------------------------------------
   Cash flows used in investing activities                                                (165,619)            (2,415,709)
--------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities:
  Net payments on capital lease obligations                                                (12,956)               (12,017)
  Proceeds from stock subscription receviable                                            2,350,000                      -
  Exercise of options and warrants                                                         177,250              2,156,898
  Net proceeds from sales of stock                                                         300,000              2,761,175
--------------------------------------------------------------------------------------------------------------------------
   Cash flows provided by financing activities                                           2,814,294              4,906,056
--------------------------------------------------------------------------------------------------------------------------

     Net increase in cash and cash equivalents                                             120,385              1,374,030

Cash and cash equivalents, at beginning of period                                           93,748              1,383,718
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, at end of period                                           $    214,133           $  2,757,748
--------------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures of Cash Flow Information:
    Interest paid                                                                     $      3,559           $     11,455

Supplemental schedule of noncash investing and financing activities:
  Stock subscriptions and notes receivable incurred for issuance of stock             $    111,318           $  2,290,000
  Issuance of common stock for liabilities incurred for equipment purchase            $    186,582           $          -
  Issuance of common stock  to retire note payable                                    $     25,000           $          -

</TABLE>
                                       F-3

<PAGE>
CIRCLE GROUP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT

June 30, 2005

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Circle Group Holdings, Inc. (the "Company") is a pioneer of emerging technology
companies. The Company provides small business infrastructure, funding and
substantial intellectual capital to bring important and timely life-changing
technologies to the marketplace through all phases of the commercialization
process.

The Company has participated in several public and private offerings and has
expanded its business. In 2002, the Company reorganized its business units into
three reportable segments: food product development, security product
development, and e-tailor and acquired FiberGel Technologies, Inc. ("FiberGel"),
which owns an exclusive license to Z-Trim, an all-natural, corn-based fat
replacement.

Circle Group operates through its FiberGel, Mini-Raman Lidar Technology,
ThraxVac Technology, The Brave Way Training Systems, Inc., Consulting CGI,
On-Line Bedding Corp., and Z-Amaize Technologies, Inc. divisions.

On March 31, 2004, the Company's common stock was approved to be trading on the
American Stock Exchange under the symbol, CXN.

A summary of significant accounting policies follows.

Presentation of Interim Information

The financial information at June 30, 2005 and for the three and six months
ended June 30, 2005 and 2004 is unaudited, but includes all adjustments
(consisting only of normal recurring adjustments) that the Company considers
necessary for a fair presentation of the financial information set forth herein,
in accordance with accounting principles generally accepted in the United States
("U.S. GAAP") for interim financial information, and with the instructions to
Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, such information
does not include all of the information and footnotes required by U.S. GAAP for
annual financial statements. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
Report on Form 10-KSB for the year ended December 31, 2004.

The results for the three and six months ended June 30, 2005 may not be
indicative of results for the year ending December 31, 2005 or any future
periods.

Principle of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of
Circle Group Holdings Inc. and its subsidiaries after elimination of all
intercompany accounts and transactions. Certain prior period balances have been
reclassified to conform to the current period presentation.

                                      F-4

<PAGE>
NOTE 2 - GOING CONCERN

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. In the near
term, the Company expects operating costs to continue to exceed funds generated
from operations. As a result, the Company expects to continue to incur operating
losses and may not have enough money to grow its business in the future. The
Company can give no assurance that it will achieve profitability or be capable
of sustaining profitable operations. As a result, operations in the near future
are expected to continue to use working capital.

To successfully grow the individual segments of the business, the Company must
decrease its cash burn rate, improve its cash position and the revenue base of
each segment, and succeed in its ability to raise additional capital through a
combination of primarily public or private equity offerings or strategic
alliances. The Company also depends on certain important employees, and the loss
of any of those employees may harm the Company's business.


The Company has generated approximately $2,827,250 in additional operating
capital during the first six months of 2005 through sales of its common stock in
exercising options and warrants, and proceeds from notes receivable for stock.

NOTE 3 - INVENTORY

                                             June 30,
                                               2005              2004
                                           --------------    --------------
Raw materials                                   $ 53,396          $ 60,441
Work-in-process                                    3,847               966
Packaging and display                             46,544                 -
Finished goods                                    32,059             2,275
                                           --------------    ==============
  Total inventory                              $ 135,846          $ 63,682
                                           ==============    ==============



NOTE 4 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                                   June 30,
                                                            2005                2004
                                                      -----------------   -----------------
<S>                                                        <C>                   <C>
Production, engineering and other equipment                $ 4,516,010           $ 277,495
Leasehold improvements                                       2,629,400             611,530
Office equipment and furniture                                 596,847             600,310
Computer equipment and related software                        315,794             305,417
Construction in process - equipment                             87,407           1,791,339
Construction in process - leasehold improvement                      -             370,902
                                                      -----------------   -----------------
                                                             8,145,458           3,956,993
Accumulated depreciation                                    (1,327,780)           (899,027)
                                                      -----------------   -----------------
Property and equipment, net                                $ 6,817,678         $ 3,057,966
                                                      =================   =================
</TABLE>

Depreciation expense was $311,983 and $75,831 for the six months ended June 30,
2005 and 2004, respectively.

                                      F-5
<PAGE>

NOTE 5 - INTANGIBLE ASSETS

During the first six months of fiscal 2005, no significant identified intangible
assets were acquired and no identified intangible assets were impaired. The
following table present details of the Company's purchased intangible assets:


                                         Gross
                                        Carrying    Accumulated
                                        Amount      Amortization        Net
         ---------------------------- ------------- -------------  ------------
         License Rights to
         Developed technology             $420,000     $ (47,250)     $372,750
         Website                           200,000       (26,667)      173,333
                                      ------------- -------------  ------------

           Total intangible assets        $620,000     $ (73,917)     $546,083
                                      ============= =============  ============


Amortization of intangibles was $17,167 and $17,166 for the six months ended
June 30, 2005 and 2004, respectively.

Based on the carrying amount of the intangibles as of June 30, 2005, and
assuming no impairment of the underlying assets, the estimated future
amortization is as follows:

              Years ended December 31,
              -------------------------------
              2005 (July 1 to December 31)                   $ 17,167
              2006                                             34,333
              2007                                             34,333
              2008                                             34,333
              2009                                             34,333
              Thereafter                                      391,584
                                                         -------------

              Total amortization                            $ 546,083
                                                         =============


NOTE 6 - STOCKHOLDERS' EQUITY

Private Placement Offering

In June 2005, the Company conducted a self-underwritten offering of the
Company's common stock up to $1.6 million. The stock was sold for $12,500 per
unit. Each unit consists of 31,250 shares of common stock and 31,250 warrants.
The warrants are exercisable at $1.00 per share and expire in three (3) years
after purchase of the above-described unit. As of June 30, 2005, the Company
received $300,000 in proceeds under the offering as stock subscription payable.
The shares were issued as of July 1, 2005.

In March 2004, the Company conducted a self-underwritten offering of the
Company's common stock up to $5 million. The stock was sold for $100,000 per
unit. Each unit consists of 22,222 shares of common stock and 22,222 warrants.
The warrants are exercisable at $6.00 per share and expire in three (3) years
after purchase of the above-described unit. As of June 30, 2004, the Company
sold and issued 1,126,813 shares and received $2,761,175 in proceeds under the
offering.

                                      F-6
<PAGE>
NOTE 6 - STOCKHOLDERS' EQUITY (CONTINUED)

Exercising of stock warrants and options

During the first six months of 2005, there were 1,203,556 stock warrants and
options exercised. The Company received total proceeds of $273,068, of which,
$95,818 was received in July 2005. The Company applied $83,651 proceeds due from
employees exercising options during the first six months of 2005 against the
employees' net pay.

During the first six months of 2004, there were 4,440,590 stock warrants and
options exercised. The Company received $2,156,898 in cash and a note receivable
of $250,000 upon exercising.

Note receivables for issued stock

In 2004, Nurieel Akhamzadeh agreed to purchase the Company's common stocks in
form of a note receivable of $2,040,000, of which the sum of $1,075,000 was
received. The note bears zero interest and is in default. Litigation is pending
in the U. S. District Court in 05 C 3921 against Nurieel Akhamzadeh and Farhad
Zaghi, who acted as an intermediary and facilitator of the transaction, for the
collection of $965,000 balance due of principal, interest and attorney's fees
arising as described above and several other causes of action seeking legal
remedies in the suit. During the second quarter of 2005, the Company provided an
allowance for the remaining balance.

The Company also has a note receivable of $250,000 for warrants exercised in
2004. The note carries an interest rate of 5% per annum and is pledged by the
stock. Principal and interest are due on June 30, 2006. A principal payment of
$100,000 was received as of June 30, 2005.

NOTE 7 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:
<TABLE>
<CAPTION>
                                                          Three Months ended                  Six Months ended
                                                       June 30,                           June 30,
For Three Months ended March 31,                         2005            2004               2005            2004
------------------------------------------------------------------- ---------------    --------------- ---------------
<S>                                                   <C>               <C>              <C>             <C>
Numerator:
------------------------------------------------------------------- ---------------    --------------- ---------------
  Net loss                                            $ (2,407,801)     $ (937,853)      $ (3,964,870)   $ (2,586,112)
------------------------------------------------------------------- ---------------    --------------- ---------------

Denominator:
------------------------------------------------------------------- ---------------    --------------- ---------------
  Weighted average number of shares outstanding         45,461,557      37,714,771         45,048,166      35,947,158
------------------------------------------------------------------- ---------------    --------------- ---------------

------------------------------------------------------------------- ---------------    --------------- ---------------
Net loss per share-basic and diluted                       $ (0.05)        $ (0.02)           $ (0.09)        $ (0.07)
------------------------------------------------------------------- ---------------    --------------- ---------------
</TABLE>
As the Company incurred net losses for the three and six months ended June 30,
2005, the effect of dilutive securities totaling 414,969 and 640,710 equivalent
shares, respectively, has been excluded from the calculation of diluted loss per
share because their effect was anti-dilutive.

As the Company incurred net losses for the three and six months ended June 30,
2004, the effect of dilutive securities totaling 6,001,005 and 5,717,659
equivalent shares, respectively, has been excluded from the calculation of
diluted loss per share because their effect was anti-dilutive.

                                      F-7
<PAGE>
NOTE 8 - 2004 EQUITY ENCENTIVE PLAN

The Company has a 2004 Equity Incentive Plan (the Plan), which provides for the
issuance of qualified options to all employees and non-qualified options to
consultants and other service providers. The Company accounts for this plan
under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. No
stock-based employee compensation cost is reflected in net loss, as all options
granted under this plan had an exercise price equal to the market value of the
underlying common stock on the grant date. The following table illustrates the
effect on net loss and net loss per share if the Company had applied the fair
value provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.
<TABLE>
<CAPTION>
                                                                    Six Months ended
                                                                        June 30,
                                                                 2005             2004
---------------------------------------------------------   ---------------- ----------------
<S>                                                            <C>              <C>
Net loss, as reported                                          $ (3,964,870)    $ (2,586,112)

Deduct: Total stock-based employee compensation
 expense determined under the fair value of awards
 net of tax related effects                                       1,104,436          617,302
                                                            ---------------- ----------------

Pro forma net loss                                             $ (5,069,306)    $ (3,203,414)
                                                            ================ ================

Reported net loss per share-basic and diluted                       $ (0.09) -       $ (0.07)
                                                            ================ ================

Pro forma net loss per share-basic and diluted                      $ (0.11)         $ (0.09)
                                                            ================ ================
</TABLE>
NOTE 9 - RELATED PARTY TRANSACTIONS

In June 2005, a related party exercised 83,333 stock options at $0.30 per share.
The total proceed of $25,000 was applied against the note payable owed to the
related party.

In June 2005, the Chief Executive Officer exercised 118,333 of his stock options
at $.30 per share, or an aggregate of $35,500. The Company received $20,000 in
cash and the balance of $15,500 was charged to employee advance and will be
included as a payroll deduction in August 2005.

In February 2004, the Chief Executive Officer exercised his 720,000 stock
options at $0.05 per share, or an aggregate of $36,000. The Company received
$8,000 in cash and the balance of $28,000 was charged as payments for his
service rendered.

NOTE 10 - WITHDRAWAL FROM REGISTRATION AS A BROKER-DEALER

On January 27, 2004, CGI Capital, Inc. filed an application of withdrawal from
registration as a broker or dealer. The registration withdrawal became effective
on the 60th day after the filing pursuant to the SEC regulations.


                                      F-8
<PAGE>
NOTE 11 - GUARANTEES

The Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company's businesses or assets; (ii) certain real estate leases, under which the
Company may be required to indemnify property owners for environmental and other
liabilities, and other claims arising from the Company's use of the applicable
premises; and (iii) certain agreements with the Company's officers, directors
and employees, under which the Company may be required to indemnify such persons
for liabilities arising out of their employment relationship The terms of such
obligations vary. Generally, a maximum obligation is not explicitly stated.
Because the obligated amounts of these types of agreements often are not
explicitly stated, the overall maximum amount of the obligations cannot be
reasonably estimated. Historically, the Company has not been obligated to make
significant payments for these obligations, and no liabilities have been
recorded for these obligations on its consolidated balance sheet as of June 30,
2005.

In general, the Company offers a one-year warranty for most of the products it
sold. To date, the Company has not incurred any material costs associated with
these warranties.

NOTE 12 - SEGMENT INFORMATION

The Company evaluates its reporting segments in accordance with SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information. The Chief
Executive Officer has been identified as the Chief Operating Decision Maker as
defined by SFAS No. 131. The Chief Executive Officer allocates resources to each
segment based on their business prospects, competitive factors, net sales and
operating results.

The Company currently reported four principal operating segments: (i) Food
Product Development, (ii) Security Training and Products, (iii) E-tailer, and
(iv) Business Consulting. The food product development segment owns the
exclusive, worldwide license to Z-Trim. The Security training offers cost
effective self-defense training courses and products with a uniquely targeted
curriculum. The e-tailer segment is a distributor of pillows, blankets, and
other bedding products. The business-consulting segment develops distinctive web
sites and provides business-consulting services for the Company's wholly owned
subsidiaries. The Company no longer reports segment information in the e-finance
and software development division. The Company also has other subsidiaries that
do not meet the quantitative thresholds of a reportable segment.

The Company reviews the operating companies' income to evaluate segment
performance and allocate resources. Operating companies' income for the
reportable segments excludes income taxes, minority interest and amortization of
goodwill. Provision for income taxes is centrally managed at the corporate level
and, accordingly, such items are not presented by segment. The segments'
accounting policies are the same as those described in the summary of
significant accounting policies.

Intersegment transactions: Intersegment transactions are recorded at cost.


                                      F-9
<PAGE>
NOTE 12 - SEGMENT INFORMATION (continued)

Summarized financial information of the Company's results by operating segment
is as follows:
<TABLE>
<CAPTION>

                                                  Three Months ended                 Six Months ended
                                                      June 30,                           June 30,
                                                 2005            2004              2005           2004
---------------------------------------------------------------------------   -------------------------------
<S>                                                 <C>           <C>                <C>            <C>
Net Revenue:
  Food Product Development                          $ 5,481       $ 35,325           $ 9,963        $ 49,047
  Security Training and Products                        683            810             2,279           2,029
  E-tailer                                          153,628        167,707           266,721         265,646
  Business Consulting                                     -         16,825               429          28,503
---------------------------------------------------------------------------   -------------------------------
  Total Net Revenue                               $ 159,792      $ 220,667         $ 279,392       $ 345,225
---------------------------------------------------------------------------   -------------------------------
Operating Income (Loss):
  Food Product Development                       $ (392,125)    $ (397,860)       $ (785,148)     $ (619,638)
  Security Training and Products                        620            755             1,696           1,773
  E-tailer                                             (242)        17,217           (41,807)         (3,585)
  Business Consulting                            (1,078,036)      (592,066)       (2,236,475)     (2,021,135)
                                            -------------------------------   -------------------------------
Operating Loss by  Reportable Segment          $ (1,469,783)    $ (971,954)     $ (3,061,734)   $ (2,642,585)
All Other Operating Loss                                  -         (3,343)                -          (6,719)
---------------------------------------------------------------------------   -------------------------------
  Consolidated Operating Loss                  $ (1,469,783)    $ (975,297)     $ (3,061,734)   $ (2,649,304)
---------------------------------------------------------------------------   -------------------------------
Net Income (Loss) Before Minority Interest:
  Food Product Development                       $ (392,137)    $ (397,860)       $ (785,844)     $ (619,638)
  Security Training and Products                        620            755             1,696           1,773
  E-tailer                                             (171)        14,241           (41,533)         (3,384)
  Business Consulting                            (2,037,681)      (573,529)       (3,182,411)     (1,992,225)
                                            -------------------------------   -------------------------------
Net Loss by  Reportable Segment                $ (2,429,369)    $ (956,393)     $ (4,008,092)   $ (2,613,474)
All Other Net Loss                                        -         (3,343)                -          (6,718)
---------------------------------------------------------------------------   -------------------------------
Consolidated Net Loss Before Minority Interest $ (2,429,369)    $ (959,736)     $ (4,008,092)   $ (2,620,192)
---------------------------------------------------------------------------   -------------------------------
</TABLE>


                                              June 30,
Total Assets:                                  2005               2004
----------------------------------------------------------------------------
Food Product Development                       $6,378,606        $2,407,264
Security Training and Products                        897            11,826
E-tailer                                          113,946           150,513
Business Consulting                             1,354,593         4,011,703
                                         -----------------------------------
                                                7,848,042         6,581,306
All other segments                                      -            23,993
                                         -----------------------------------

----------------------------------------------------------------------------
Consolidated assets                            $7,848,042        $6,605,299
----------------------------------------------------------------------------

                                      F-10
<PAGE>
                                   SIGNATURES

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

                                        CIRCLE GROUP HOLDINGS, INC.
                                             (Registrant)
Date:  August 12, 2005
                                         By:  /s/ Gregory J. Halpern
                                              ----------------------------------
                                              Gregory J. Halpern, President and
                                              Chief Executive Officer

                                         By:  /s/ Dana L. Dabney
                                              ----------------------------------
                                              Dana L. Dabney, Chief Financial
                                              Officer




                                       11
<PAGE>




                     EXHIBIT INDEX- SEE PAGES 8 AND 9 ABOVE



                                       12