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: July 31, 2005

 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                 For the transition period ended _______________

                        Commission file number 333-52268

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.

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

                                    COLORADO
                         (State or other jurisdiction of
                         incorporation or organization)

                                   84-1547578
                         (IRS Employer Identification #)

                              2899 AGOURA ROAD #115
                           WESTLAKE VILLAGE, CA 91361
                    (Address of principal executive offices)

                                  818-735-3726
                               (Telephone Number)

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. |X| YES |_| NO

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. |_| YES |_| NO

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: Common Stock 79,661,924 as of September
14, 2005.

Transitional Small Business Disclosure Format: |_| YES |X| NO

<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.

                         QUARTERLY REPORT ON FORM 10-QSB
                       FOR THE QUARTER ENDED JULY 31, 2005

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS AND NOTES                                F-1 - F-6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION           3
ITEM 3. - CONTROLS AND PROCEDURES                                              5

PART II.  OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS                                                    6
ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          6
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES                                      6
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  6
ITEM 5. - OTHER INFORMATION                                                    6
ITEM 6. - EXHIBITS                                                             6
SIGNATURES                                                                     7


                                       2
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.

                    CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                  July 31, 2005

                                                                        Page
                                                                        ----

         Consolidated Balance Sheets                                     F-2

         Consolidated Statements of Operations                           F-3

         Consolidated Statements of Cash Flows                           F-4

         Notes to Consolidated Financial Statements                      F-5


                                      F-1
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                      July 31,      January 31,
                                                                                        2005            2005
                                                                                     (Unaudited)      (Note 1)
                                                                                     -----------    -----------
CURRENT ASSETS
<S>                                                                                  <C>                 <C>
    Cash                                                                             $        --    $    49,993
    Accounts Receivable                                                                       88          9,472
    Inventory                                                                             58,000         58,000
    Deposit                                                                                2,287          2,500
    Prepaid Expense                                                                       35,100         12,850
                                                                                     -----------    -----------
           Total current assets                                                           95,475        132,815

PROPERTY AND EQUIPMENT
    Net of $1,116 and $893 depreciation at July 31, 2005 and                               1,116          1,340
    January 31, 2005
OTHER ASSETS
    Investments                                                                          200,000        200,000
                                                                                     -----------    -----------
           Total assets                                                              $   296,591    $   334,155
                                                                                     ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                            $   171,025         47,738
    Accounts payable - related party                                                     550,235        494,612
    Bank overdraft                                                                        25,569             --
    Debenture payable                                                                    102,342        121,500
    Shareholder deposit                                                                  140,000        200,000
    Advances from stockholders, current portion                                          222,532        222,532
                                                                                     -----------    -----------
           Total current liabilities                                                   1,211,703      1,086,382
LONG TERM LIABILITIES
    Advances from stockholders, less current portion                                     159,228        191,384
    Advances from related party                                                           36,338         26,435
                                                                                     -----------    -----------
           Total liabilities                                                           1,407,269      1,304,201

Commitments and contingencies                                                                 --             --

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock - authorized 100,000,000 shares, no par
      value, 77,256,335 and 58,577,350 shares issued and
      outstanding at April 30, 2005 and January 31, 2005                               4,049,301      3,519,798
      Common stock warrants                                                              140,106        140,106
      Subscribed stock                                                                  (735,824)      (735,824)
    (Deficit) accumulated during the development stage                                (4,564,261)    (3,894,126)
                                                                                     -----------    -----------
           Total stockholders' equity (deficit)                                       (1,110,678)      (970,046)
                                                                                     -----------    -----------
           Total liabilities and stockholders' equity (deficit)                      $   296,591    $   334,155
                                                                                     ===========    ===========
</TABLE>


                                      F-2
<PAGE>

                   DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                     April 24, 2002
                                                       Six Months      Six Months     (inception)
                                                      Ending July      Ending July   through July 31,
                                                        31, 2005        31, 2004          2005
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
Revenues:
         Sales                                         $         97    $      9,083    $     14,506
         Consulting income                                   10,000              --          10,000
                                                       ------------    ------------    ------------
         Total                                               10,097           9,083          24,506
Cost of sales                                                    --           4,073           5,470
                                                       ------------    ------------    ------------
                  Gross Profit                               10,097           5,010          19,036

Costs and Expenses:
                  Consulting expense paid by issuing        284,000         262,392       2,754,705
                  stock
                  Consulting expense paid by cash            63,584              --         180,532
                  Professional fees                         154,125         122,597         699,822
                  Advertising and marketing                  42,393          15,768         145,446
                  General and administrative                112,580         111,624         604,596
                  Rent                                       12,000          12,000          76,856
                                                       ------------    ------------    ------------
                  Total                                     668,682         524,381       4,461,957
                                                       ------------    ------------    ------------

Earnings (loss) from operations                            (658,585)       (519,371)     (4,442,921)

Interest expense                                            (11,550)        (23,328)        (61,340)
Loss on investment                                               --              --         (60,000)
                                                       ------------    ------------    ------------

Net (loss)                                             $   (670,135)   $   (542,699)   $ (4,564,261)

(Loss) per share                                       $       (.01)   $       (.03)   $       (.14)


Weighted average shares outstanding                      71,216,136      20,458,720      32,651,219
</TABLE>


                                      F-3
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                     Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months    Three Months
                                                       Ending July      Ending July
                                                         31, 2005        31, 2004
                                                       ------------    ------------
<S>                                                    <C>             <C>
Revenues:
         Sales                                         $         78    $      8,820
         Consulting income                                   10,000              --
                                                       ------------    ------------
         Total                                               10,078           8,820
Cost of sales                                                    --           4,073
                                                       ------------    ------------
                  Gross Profit                               10,078           4,747

Costs and Expenses:
                  Consulting expense paid by issuing
stock                                                        14,000         194,300
                  Consulting expense paid by cash            12,584              --
                  Professional fees                          86,128          37,379
                  Advertising and marketing                  39,098          (3,323)
                  General and administrative                (28,953)         81,751
                  Rent                                        6,000           6,000
                                                       ------------    ------------
                  Total                                     128,857         316,107
                                                       ------------    ------------

Earnings (loss) from operations                            (118,779)       (311,360)

Interest expense                                             (5,676)         (8,047)
                                                       ------------    ------------

Net (loss)                                             $   (124,455)   $   (319,407)

(Loss) per share                                       $       (.00)   $       (.01)


Weighted average shares outstanding                      77,720,470      21,306,764
</TABLE>


                                      F-4
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                     Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             April 24,
                                                                Six             Six           2002
                                                               Months         Months       (inception)
                                                               Ending         Ending         through
                                                               July 31,       July 31,       July 31,
                                                                2005           2004           2005
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
Cash flows from operating activities:
         Net (loss)                                          $  (670,135)   $  (542,699)   $(4,564,261)
         Non-cash items included in net (loss):
                  Depreciation                                       223            223          1,116
                  Expenses paid by issuing stock                 270,000        179,500      2,635,580
                  Loss on investment                                  --             --         60,000
         Net change in operating assets and liabilities:
                  Accounts receivable                              9,384         (8,133)           (88)
                  Prepaid expenses and deposits                  (27,287)        78,220          7,363
                  Inventory                                           --         (3,904)       (58,000)
                  Accounts payable and accrued liabilities       144,795         10,735        721,261
                                                             -----------    -----------    -----------
Net cash (used) by operating activities                         (273,020)      (286,058)    (1,197,029)

Cash flows from investing activities:
         Purchase of investments                                      --             --       (260,000)
         Purchase of property and equipment                           --             --         (2,233)
                                                             -----------    -----------    -----------
Net cash (used) by investing activities                               --             --       (262,233)

Cash flows from financing activities:
         Repayment of loans --related parties                         --        (34,817)       (19,417)
         Proceeds from shareholder deposit                            --        100,000        360,000
         Proceeds from loans payable - related parties            11,863             --        437,515
         Proceeds from common stock warrants                          --             --        140,106
         Proceeds from issuance of common stock                  185,595        225,000        415,489
         Proceeds from debenture                                      --             --        100,000
         Bank overdraft                                           25,569             --         25,569
                                                             -----------    -----------    -----------
Net cash provided by financing activities                        223,027        290,183      1,459,262
                                                             -----------    -----------    -----------
Net increase (decrease) in cash                                  (49,993)         4,125             --
Cash at beginning of period                                       49,993            250             --
                                                             -----------    -----------    -----------
Cash at end of period                                        $        --          4,375             --
                                                             ===========    ===========    ===========

Supplemental disclosure of cash flow information:
Noncash transactions
    Note payable issued for acquisition of  investment                --             --        220,000
Cash paid during the period for:
   Interest                                                  $        --    $        --    $    10,193
   Income taxes                                              $        --    $        --    $        --
</TABLE>


                                      F-5
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Financial Statements

The accompanying consolidated financial statements included herein have been
prepared by Direct Response Financial Services, Inc. without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission for
reporting on Form 10-QSB. Certain information and footnote disclosure normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations, and the Company believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the January 31, 2005
audited financial statements and the accompanying notes thereto contained in the
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission.
While management believes the procedures followed in preparing these financial
statements are reasonable, the accuracy of the amounts are in some respects
dependent upon the facts that will exist, and procedures that will be
accomplished by the Company later in the year. The results of operations for the
interim periods are not necessarily indicative of the results of operations for
the full year. In management's opinion all adjustments necessary for a fair
presentation of the Company's financial statements are reflected in the interim
periods included.

Amounts shown for January 31, 2005 were taken from the audited financial
statements of that date.

Note 2 - Summary of Significant Accounting Policies

Organization and Description of Business

The Company was incorporated in the State of Colorado on April 7, 2000 as
Relevant Links, Inc. The Company is in the development stage and has had no
significant operations.

On April 29, 2002, the Company entered into an Agreement and Plan of
Reorganization between itself and Direct Response Financial Services, Inc., a
Delaware corporation (DEL), and changed its focus to the development of
financial services for the direct response industry. Because the surviving
shareholders are those of the subsidiary, the Company has accounted for the
acquisition as a reverse acquisition, which is a capital transaction and not a
business combination. Accordingly, the consolidated statements include only the
results of operations of DEL from the date of acquisition, and comparative
financial statements presented are those of the subsidiary, DEL. Because the
subsidiary had been formed on April 24, 2002, no financial information is
presented before that date.

On May 16, 2002, the Company participated in forming Direct Card Services, LLC
(DCS) for the purpose of facilitating the Company's bankcard processing
business. Under the terms of the LLC agreement, the Company has a 50% interest.

In June of 2002, the company changed its name to Direct Response Financial
Services, Inc. The Company provides marketing and financial products and
services to merchants.


                                      F-6
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Development Stage Company

Based upon the Company's business plan, it is a development stage enterprise.
Accordingly, the Company presents its financial statements in conformity with
the accounting principles generally accepted in the United States of America
that apply in establishing operating enterprises. As a development stage
enterprise, the Company discloses the deficit accumulated during the development
stage and the cumulative statements of operations and cash flows from inception
to the current balance sheet date.

Basis of Consolidation

The accompanying consolidated financial statements include the Company and its'
wholly owned and controlled subsidiaries. All inter-company accounts have been
eliminated in the consolidation.

The Company considers its 50% interest in DCS to be a controlling interest
because, as sole managing member, it has management control in addition to its
profit interest. Because DCS has a deficit equity position at period end, no
minority interest has been recorded.

Note 3 - Stock transactions

In accordance with an addendum to the Company's convertible debenture and
warrant to purchase common stock the Company issued 11,378,985 shares of stock
to the holder of the debenture and converted $18,158 of the debenture to common
stock, reduced shareholder deposit by $70,000 and received $185,595.
(approximately $.02 per share)

During the first fiscal quarter the Company issued 7,300,000 shares of common
stock, valued at $270,000 ($.04 and $.03 per share) based on market price on the
transaction date, for services.

During the second fiscal quarter the Company issued 696,203 shares of common
stock, valued at $11,000 (approximately $.02 per share).

Note 4 - Stock Options

On July 28, 2005, the first order of business for the board of directors was the
ratification and approval of the 2005 Incentive Stock Option Plan. The plan
shall be supported with a proper Form S-8 filing. Stock option grants will be
made to the board of directors to bring the ownership of the Company stock to
42% taking into account the total shares already owned by such individuals on
the date of the grant. The exercise price per share is to be ($.01). The
president of the Company may convert any part or the entirety of his outstanding
loan to the Company or any amounts due the law firm engaged by the Company into
stock options with an exercises price of ($.01).


                                      F-7
<PAGE>

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 5 - Subsequent Events

On August 15, 2005, the Company entered into an addendum to the agreement with
the debenture holder. The addendum provided the debenture holder would cancel
the certificate for 20,000,000 restricted shares it was holding and the Company
would issue twenty unrestricted certificates to the debenture holder for
1,000,000 shares each. The debenture holder would wire $45,000 to the Company
which would represent a shareholder deposit. The debenture holder would submit a
conversion for $1,354 and the Company could issue the related shares
($1,000,000) to a third party of its choice for investor relations for which the
debenture holder would receive a $20,000 shareholder deposit. The debenture
holder agreed that for every warrant conversion from the date of the debenture,
it would fund no less than 60% in cash to the Company with the remaining 40% to
go toward paying off the shareholder deposit balances. It is the intention of
the parties that the debenture holder will fund $300,000 to the Company through
shareholder deposits by September 15, 2005, with a goal of $75,000 per week of
funding, subject to appropriate market conditions such as, but not limited to,
the trading volume in the Company's common stock.

During August 2005, the Company refunded four Units in the amount of $20,000
from the Private Placement Memorandum to three investors.


                                      F-8
<PAGE>

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

The following discussion of our financial condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto. Our fiscal year ends January 31. In this annual report, references to
"Direct Response," "the Company," "we," "us," and "our" refer to Direct Response
Financial Services, Inc. and its subsidiary. Except for the historical
information contained herein, some of the statements in this Report contain
forward-looking statements that involve risks and uncertainties. These
statements are found in the sections entitled "Business," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
"Risk Factors." They include statements concerning: our business strategy;
expectations of market and customer response; liquidity and capital
expenditures; future sources of revenues; expansion of our proposed product
line; and trends in industry activity generally. In some cases, you can identify
forward-looking statements by words such as "may," "will," "should," "expect,"
"plan," "could," "anticipate," "intend," "believe," "estimate," "predict,"
"potential," "goal," or "continue" or similar terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including, but not limited to, the risks outlined under "Risk Factors,"
that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. For example, assumptions that could cause actual
results to vary materially from future results include, but are not limited to:
our ability to successfully develop and market our products to customers; our
ability to generate customer demand for our products in our target markets; the
development of our target markets and market opportunities; and sales of shares
by existing shareholders. Although we believe that the expectations reflected in
the forward looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Unless we are required
to do so under US federal securities laws or other applicable laws, we do not
intend to update or revise any forward-looking statements.

During the previous fiscal quarter to date, we have initiated the following
actions and strategies with regards to the on-going advancement of our business
opportunities:

o Poder de Compra, Mexico, S.A., is a Mexico-based financial services provider
that has reached an agreement with Direct Response in order to reach the U.S.
Hispanic market. Poder de Compra is a well-established financial group that
focuses on financial services in Mexico, with a specific mission to grow its
services in managing remittances from Mexicans working abroad. The group is
affiliated with leading institutions including HSBC Bank and Insurance Company
in Mexico, Monterey Bank, Verizon, the U.S. Hispanic Chamber of Commerce and
others. Poder de Compra has recently purchased 50,000 debit cards from Direct
Card Services. This order is considered an initial purchase, which may be
followed by several additional purchases. The initial payment of $250,000 to be
made for the cards is to be to Direct Card Services, Direct Response's
subsidiary. Additional transaction revenue is expected from these 50,000 cards.
Since the date of the order Poder de Compra has been working directly with
Optimum Pay, Inc. in furtherance of the contract. Accordingly, Direct Card
Services will have a decreased share in the revenue expected from these card
sales as Optimum Pay, Inc. will have a greater share of the anticipated revenue.
As of this date the exact revenue split between Optimum Pay, Inc. and Direct
Card Services has yet to be confirmed.

o Optimum Pay, Inc.- In addition to its pre-existing relationship as a 2% owner
of all outstanding equity in Optimum Pay USA, Inc. the Company, through its
subsidiary Direct Card Services, LLC, entered into several agreements with OP
for issuance and approval of debit card programs. These agreements include three
existing card programs - (1) the DCS Personal Advantage Media Card; (2) the
Super A Stored Value Card; and (3) the Power 92 Stored Value Media Card. Under
each of these agreements, the Company is committed to purchase a minimum order
of 5,000 cards/units.

Direct Card Services has acted to implement and begin the Super A Stored Value
Card program. These actions include the ordering of 14 point of sale units for
distribution among the 14 Super A grocery stores located in Los Angeles,
California. The Company will deploy the units as part of its DirectLoad
Network(TM), a proprietary debit card and electronic funds network of Direct
Card Services.

The Company, through its subsidiary Direct Card Services, LLC, has continued
offering the DCS Personal Advantage Media Card via the Internet at a website
owned by Direct Card Services located at www.dcsmediacard.com.

All cards are networked through MasterCard. Further, DCS is approved as an
independent sales organization of MasterCard as part of the bank approval
process for the above card programs through Bank First and First Premier Bank.
In addition, the Company contracted with Optimum Pay for the delivery and
installation of its Internet financial site called www.globalmoneyonline.com.
Optimum Pay provides the interface with the issuing bank and the processor for
the Company's debit card programs. Optimum Pay also manages the data from all
card programs as well as provides some form of customer service for card
customers. Additionally, Optimum Pay operates and maintains the technology
infrastructure for www.globalmoneyonline.com.

o Agent Agreement with CardService International - The Company continues to
operate under its Non-Exclusive, Non-Registered Agent Agreement with CardService
International, Inc. This agreement allows the Company access to a card processor
for the referral of merchant card processing business.

As it continues to grow, the Company will need additional capital. In the past,
capital needs were met through cash advances by third party investors and
through loans by interested shareholders. In order for the Company to sustain
its projected growth and to achieve its current business model the Company will
require significant capital either through equity investment or through loans.


                                       3
<PAGE>

CAPITAL RAISING ACTIVITIES

We have engaged in the following financing activities and require additional
capital to expand operations to a level where revenues sufficient to sustain
operations can be generated.

Private Sale of Convertible Debenture

In January 2003, as amended on May 19, 2003, we signed a Securities Purchase
Agreement with La Jolla Cove Investors, Inc. for the sale of a $150,000 8%
convertible debenture and non-detachable warrant to purchase up 1,500,000 shares
of our common stock. The debenture bears interest at 8%, matures two years from
the date of issuance and is convertible into shares of our common stock. The
number of common shares into which this debenture may be converted is equal to
the dollar amount of the debenture being converted multiplied by eleven, minus
the product of the conversion price, multiplied by ten times the dollar amount
of the debenture being converted, divided by the conversion price. The
conversion price is equal to the lesser of: (i) $1.00 or (ii) 80% of the average
of the five lowest volume weighted average prices during the 20 calendar days
prior to the conversion date. The full principal amount of the convertible
debentures are due upon default under the terms of convertible debentures. See
the Selling Stockholder section for a Sample Debenture Conversion Calculation.

On or about February 19, 2004, the Company and La Jolla Cove Investors entered
into an Addendum to the debenture which provided that upon effectiveness of the
Company's SB-2 Registration Statement (which was declared effective as of
February 19, 2004), La Jolla would immediately effect a $2,500 conversion of the
debenture and $25,000 warrant exercise, along with providing a $150,000
pre-payment to the Company against future warrant conversions.

On March 23, 2004, the Company and La Jolla entered into another Addendum to the
debenture which provided the following:

o For a period of 60 days from the Addendum La Jolla would convert no more than
$2,200 of the debenture and related Warrants per calendar week, on a cumulative
basis

o Beginning from the 61st day from the Addendum the 10% monthly maximum
conversion amount shall be 20% if the volume weighted average price is above
$0.63

o The maturity date of the debenture is extended to January 9, 2006, and the
expiration date of the non-detachable warrant is extended to January 9, 2007

o If a conversion election is made by La Jolla on a date when the volume
weighted average price is below $0.63, the Company shall have the right to
prepay that portion of the debenture that La Jolla elected to convert at 150% of
such amount.

On June 24, 2004, the Company and La Jolla entered into another Addendum to the
debenture which provided that La Jolla would provide a $60,000 pre-payment to
the Company against future warrant conversions in exchange for the Company
delivering 2,000,000 shares of stock pursuant to the Company's February 19,
2004, SB-2 Registration Statement to be held by La Jolla in anticipation of
future debenture conversions and warrant exercise by La Jolla.

On or about November 9, 2004, the Company and La Jolla Cove Investors entered
into an Addendum to the debenture which provided that upon effectiveness of the
Company's SB-2 Registration Statement, La Jolla would immediately provide a
$150,000 pre-payment to the Company against future warrant conversions.
Additionally, La Jolla agreed that its sales of Company shares would be limited
to no more than 18% of the daily volume of the shares on any given date.
Further, under the Addendum the Company has the right to pre-purchase debenture
conversion shares directly from La Jolla. Pursuant to the Addendum, the Company
issued a certificate in the amount of 20,000,000 shares to La Jolla to be held
in trust by La Jolla's attorney pending future debenture conversions.

To date, La Jolla has converted $51,013 of the debenture, leaving a debenture
balance of $98,987. There are currently three sets of warrant pre-payment
balances with La Jolla: (1) the June 29, 2004, addendum warrant pre-payment
balance is currently at $30,000; (2) the November 9, 2004, addendum warrant
pre-payment balance is currently at $133,455; and the August 15, 2005, addendum
warrant pre-payment balance is currently at $20,000.

To date, La Jolla has been issued 12,768,161 shares and La Jolla currently holds
in trust 439,547 of the 2,000,000 shares delivered to La Jolla under the June
29, 2004, addendum.

Subsequent Events

On August 15, 2005, the Company and La Jolla Cove Investors entered into an
Addendum to the debenture which provided the following: (a) La Jolla would
cancel the certificate being held by its attorney in the amount of 20,000,000
shares received pursuant to the November 9, 2004, Addendum and the Company would
issue replacement certificates in the form of twenty unrestricted certificates
for 1,000,000 each to La Jolla to be held in trust by La Jolla's attorney
pending future debenture conversions; (b) La Jolla would provide a $45,000
pre-payment to the Company against future warrant conversions (to be credited to
the November 9, 2004, addendum pre-payment balance); (c) LJCI would submit a
warrant conversion in the amount of $1,354 for which shares could be issued by
the Company to a third party for investor relations services in exchange for
which La Jolla received a $20,000 warrant pre-payment credit; and (d) the
Company has the right to redeem any pre-paid warrant credits for 125% of the
outstanding amount of such credits.


                                       4
<PAGE>

PRIVATE SALE OF STOCK

During the quarter, no private sales of stock took place.

ONGOING REQUIREMENTS

We will have to secure additional capital to meet our ongoing requirements and
to meet our stated objectives throughout the 2005 fiscal year. We are
identifying potential investors in conjunction with our current finance
partners, and will seek to secure new investment banking partners on an ongoing
basis. Of course, sources of capital and the cost of capital are subject to
prevailing and general market conditions. Moreover, any terms and conditions
related to such investment or loan are contingent upon satisfactory terms and
conditions for the Company. Based on current market conditions and given our
success in raising private financing in the past, we expect that we will be able
to complete financings as required for growth and operations. We are continuing
to review all opportunities for both long-term equity programs as well as debt
financing. Any significant capital expenses or increases in operating costs will
be dependent upon our ability to raise additional capital, debt financing or
generate revenue from sales of our products or services.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


                                       5
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Direct Response Financial Services, Inc. has never been in bankruptcy,
receivership or any similar legal proceeding, and is not subject to any pending
legal proceedings. Direct Response Financial Services, Inc. is not aware of any
threatened legal proceedings. The foregoing is also true, to the knowledge of
the Company, with respect to each officer, director and control shareholder as
well as any entity owned by any officer, director and control shareholder.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On or about August 19, 2005, the Securities and Exchange Commission halted
trading in the stock of a pink sheet company called GSB Financial Services, Inc.
(hereinafter "GSBF"). Trading was suspended based upon an investigation by the
SEC involving certain brokerage activities, among other things, involving GSBF's
CEO and President and a certain shareholder of GSBF. Following this event on
September 6, 2005, the CEO and President of GSBF made a demand upon the Company
to publicly announce the existence of an alleged revenue sharing agreement
between Direct Card Services, LLC, a division of the Company, and GSBF. The
Company has undertaken a legal review of whether or not there exists a legally
enforceable agreement between GSBF and Direct Card Services for the sharing of
any revenue. Based upon the Company's legal review of its documents the Company
takes the position that the purported agreement for the claimed revenue sharing
is incomplete and not fully subscribed by authorized signatories for GSBF and
Direct Card Services. Nevertheless, even if the purported agreement were
determined to be properly subscribed and executed the Company believes that GSBF
has materially breached the terms of the purported agreement thereby legally
suspending any obligations of the Company to GSBF following such material breach
of the purported agreement. Notwithstanding the same, if the matter were
litigated there can be no assurance that a court or a jury may find in favor of
the Company. In the event of an unfavorable ruling against the Company, the
Company would be required to share up to ten percent (10%) of all gross receipts
from Direct Card Services' activities for a period of five (5) years with GSBF.
At this time there is no pending nor threatened litigation from GSBF against the
Company of and concerning the above.

ITEM 6. EXHIBITS

10.1 Settlement Agreement dated as of June 21, 2002 by and among the parties
listed on the signature pages thereto.

10.2 Amendment to the Settlement Agreement dated as of May 22, 2003 by and among
the parties listed on the signature pages thereto.

31.1 Certification by Chief Executive Officer and Chief Financial Officer
pursuant to Sarbanes-Oxley Section 302: Provided Herewith

32.1 Certification by Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S. C. Section 1350: Provided Herewith


                                       6
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                    DIRECT RESPONSE FINANCIAL SERVICES, INC.

BY: /s/ T. Randolph Catanese
-------------------------------------
T. Randolph Catanese, CEO, Acting CFO

Dated: September 14, 2005

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

            NAME                       TITLE                           DATE
            ----                       -----                           ----

/s/ T. Randolph Catanese           CEO, CFO and Director      September 14, 2005
---------------------------
T. Randolph Catanese

/s/ Douglas Hume                   Director                   September 14, 2005
---------------------------
Douglas Hume

/s/ Edward Kim                     Director                   September 14, 2005
---------------------------
Edward Kim


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