SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

      FOR ANNUAL AND TRANSITIONAL REPORTS UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
1934 FOR FISCAL QUARTER ENDED SEPTEMBER 30, 2004

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____________ TO ______________

                        COMMISSION FILE NUMBER: 000-31403

                          INTERNATIONAL SURFACING, INC.
      ---------------------------------------------------------------------
      (Exact Name of Small Business Registrant as Specified in its Charter)

     Delaware                                             52-2257557
-------------------                                ----------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                        5 Erie Street, Garfield, NJ 07026
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (973) 253-6131
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

              Securities Registered Under Section 12(B) Of The Act:

                                      None

         Securities Registered Under Section 12(G) of the Exchange Act:

                                (Title Of Class)
                         Common Stock, Par Value $0.0001

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 [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-QSB or any
amendment to this Form 10-QSB. [__]

The Registrant's Common Stock is not traded on any market at the date of this
report.

As of November 16, 2004, the Registrant had outstanding 32,194,480 shares of
Common Stock, $.0001 par value.

The Registrant's revenues for the quarter ended September 30, 2004 were $0.


<PAGE>
ITEM 1. FINANCIAL INFORMATION

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                                 BALANCE SHEETS
                 As of September 30, 2004 and December 31, 2003

<TABLE>
<CAPTION>
                                                                                                  Sept. 30,            Dec. 31,
                                                                                                    2004                 2003
                                                                                              -----------------     ----------------
                                                                                                (Unaudited)            (Note 1)

                                     ASSETS

CURRENT ASSETS:
<S>                                                                                                  <C>                   <C>
Cash                                                                                          $         48,352      $         2,711
Loans receivable                                                                                         -                    2,500
Prepaid expenses                                                                                         2,500               -
                                                                                              -----------------     ----------------

          Total current assets                                                                          50,852                5,211
                                                                                              -----------------     ----------------

FIXED ASSETS, less accumulated depreciation and amortization of $8,571 at September 30,
2004 and $4,313 at December 31, 2003                                                                    13,198               12,733
                                                                                              -----------------     ----------------
                                                                                                        13,198               12,733
                                                                                              -----------------     ----------------
OTHER ASSETS:
  Other assets                                                                                           5,000                5,000
                                                                                              -----------------     ----------------
                                                                                                         5,000                5,000
                                                                                              -----------------     ----------------

        Total assets                                                                          $          69,050     $        22,944
                                                                                              =================     ================
</TABLE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES:
<S>                                                                                                 <C>                  <C>
Accounts payable                                                                              $        92,661       $       29,114
Accrued expenses                                                                                      165,250              165,250
Due to officer                                                                                        123,751               24,105
                                                                                              -----------------     ----------------

        Total current liabilities                                                                     381,662              218,469
                                                                                              -----------------     ----------------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value; 100,000,000 shares authorized;
27,104,480 shares issued and outstanding at September 30, 2004 26,424,080 shares issued
and outstanding at December 31, 2003                                                                    2,710                2,642
Additional paid in capital                                                                            512,656              350,505
Deficit accumulated during the developmental stage                                                   (827,978)            (548,672)
                                                                                              -----------------     ----------------

          Total stockholders' deficit                                                                (312,612)            (195,525)
                                                                                              -----------------     ----------------

          Total liabilities and stockholders' equity                                          $        69,050       $       22,944
                                                                                              =================     ================
</TABLE>
                 See accompanying notes to financial statements

                                       1

<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                  Nine Months Ended                     Three Months Ended             Cumulative
                                                  -----------------                     ------------------
                                            Sept. 30,           Sept. 30,          Sept. 30,           Sept. 30,      Developmental
                                               2004                2003               2004               2003             Stage
                                         -----------------    ---------------    ---------------     -------------    --------------
                                                                (Restated)                             (Restated)
EXPENSES:
<S>                                            <C>            <C>                   <C>                 <C>              <C>
Selling, general and administrative            $ 275,048      $    334,104          $  123,688          $  96,774        $ 819,407
Depreciation                                       4,258              2,906              1,442              1,219            8,571
                                         -----------------    ---------------    ---------------     -------------    --------------
      Total expenses                             279,306            337,010            125,130             97,993          827,978
                                         -----------------    ---------------    ---------------     -------------

NET LOSS                                       $(279,306)         $(337,010)        $ (125,130)         $ (97,993)      $ (827,978)
                                         =================    ===============    ===============     =============    ==============

BASIC AND DILUTED EARNINGS PER SHARE
                                                $  (.010)          $  (.013)         $   (.005)         $   (.004)
                                         =================    ===============    ===============     =============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
                                              26,867,347          25,500,000        27,085,480         25,500,000
                                         =================    ===============    ===============     =============

</TABLE>
                 See accompanying notes to financial statements

<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Nine Months Ended      Cumulative
                                                                                -----------------------
                                                                                Sept. 30,     Sept. 30,   Development
                                                                                  2004          2003         Stage
                                                                                ---------    ----------   -----------
                                                                                             (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>          <C>          <C>
Net loss                                                                        $(279,306)   $(337,010)   $(827,978)
                                                                                ---------    ---------    ---------

Adjustments to reconcile net income to net cash used in operating activities:
Depreciation                                                                        4,258        2,906        8,571

Changes in assets and liabilities:
Increase (decrease) in loans receivable                                             2,500            -            -
Increase (decrease) in prepaid expenses                                            (2,500)           -       (2,500)
Increase (decrease) in security deposit                                                 -            -       (5,000)
Increase (decrease) in accounts payable                                            63,546            -       92,660
Increase (decrease) in accrued expenses                                                 1       68,239      165,251
Increase (decrease) in bank overdraft                                                   -       (3,102)           -
Increase (decrease) in due to officer                                              99,646       15,356      123,751
                                                                                ---------    ---------    ---------

          Total adjustments                                                       167,451       83,399      382,733
                                                                                ---------    ---------    ---------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                 (111,855)    (253,611)    (445,245)
                                                                                ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Payment made in connection with recapitalization                                        -            -      (15,000)
Purchase of equipment                                                              (4,723)      (8,039)     (21,769)
                                                                                ---------    ---------    ---------

NET CASH USED IN INVESTING ACTIVITIES                                              (4,723)      (8,039)     (36,769)
                                                                                =========    =========    =========

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of additional shares of common stock                                          68           29          949
    Additional paid in capital arising from the issuance of additional shares     162,151      266,058      476,617
Execution of convertible notes payable                                                  -            -       52,800
                                                                                ---------    ---------    ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                                                  162,219      266,087      530,366
                                                                                ---------    ---------    ---------

INCREASE (DECREASE) IN CASH                                                        45,641        4,437       48,352

CASH, beginning of period                                                           2,711            -            -
                                                                                ---------    ---------    ---------

CASH, end of period                                                             $  48,352    $   4,437    $  48,352
                                                                                =========    =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION, cash paid during the nine
months for:

     Interest                                                                    $      -     $      -   $        -
                                                                                =========    =========    =========
     Income Taxes                                                                $      -     $      -   $        -
                                                                                =========    =========    =========
</TABLE>

                 See accompanying notes to financial statements


                                       3
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1-   INTERIM RESULTS AND BASIS OF PRESENTATION

          The accompanying unaudited financial statements as of September 30,
          2004 and September 30, 2003 and for the nine and three months periods
          then ended have been prepared in accordance with generally accepted
          accounting principles for interim financial information and with the
          instructions to Form 10-QSB. In the opinion of management, the
          unaudited financial statements have been prepared on the same basis as
          the annual financial statements and reflect all adjustments, which
          include only normal recurring adjustments, necessary to present fairly
          the financial position as of September 30, 2004 and September 30, 2003
          and the results of operations and cash flows for the nine and three
          months periods then ended. The financial data and other information
          disclosed in these notes to the interim financial statements related
          to these periods are unaudited. The results for the nine months ended
          September 30, 2004, are not necessarily indicative of the results to
          be expected for any subsequent quarter or the entire fiscal year. The
          balance sheet at December 31, 2003 has been derived from the audited
          financial statements at that date.

          Certain information and footnote disclosures normally included in
          financial statements prepared in accordance with generally accepted
          accounting principles have been condensed or omitted pursuant to the
          Securities and Exchange Commission's rules and regulations. The
          Company believes, however, that the disclosures in this report are
          adequate to make the information presented not misleading in any
          material respect. The accompanying financial statements should be read
          in conjunction with the audited financial statements of International
          Surfacing, Inc. as of December 31, 2003 and the notes thereto included
          in the Company's report on Form 10-KSB as filed with the Securities
          and Exchange Commission.


Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

          Description of Business:

          International Surfacing, Inc. (f/k/a Harmonica Acquisition
          Corporation), a Delaware corporation ("the Company") was formed on
          March 24, 1999, but did not conduct any operating activities nor
          generate any revenues and was dormant until January 2002.

          The Company was founded to develop, manufacture, market and distribute
          rubber horseshoes and related products. The Company's initial target
          markets are the horse racing and equestrian industries. Management
          believes that the product can be utilized throughout the equine world.

          In December 2002, International Surfacing Inc., a New Jersey
          corporation ("International-NJ"), purchased all of the outstanding
          common stock of the Company for $15,000 in a transaction deemed to be
          a recapitalization. As a part of the overall transaction,
          International-NJ, exchanged its common shares of the Company for its
          own common shares through an exchange agreement with its shareholder,
          and the Company subsequently changed its name to International
          Surfacing Inc. The Company previously accounted for the loss on the
          acquisition as an impairment loss. The accompanying financial
          statements have been restated to treat the loss on the acquisition as
          a reduction of paid-in capital; and the acquisition as a
          recapitalization.


                                       4
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

          Description of Business: (continued)

          The Company has 20,000,000 shares of preferred stock authorized with a
          par value of $.0001 and 100,000,000 shares of common stock authorized
          with a par value of $.0001. There are no shares of preferred stock
          that have been issued.

          Equipment

          Equipment is recorded at cost, less accumulated depreciation.
          Depreciation expense is provided on a straight-line basis, using
          estimated useful lives of 3 years for equipment. The costs of
          improvements on leased property are capitalized as leasehold
          improvements and are amortized on a straight-line basis using an
          estimated useful life of 3 years, which represents the applicable
          lease period, plus any renewal periods which are expected to be
          exercised. Routine maintenance and repairs are charged to expense as
          incurred. Major replacements and improvements are capitalized. When
          assets are sold or retired, the related cost and accumulated
          depreciation are removed from the accounts and gains or losses from
          dispositions are credited or charged to income.

          Income Taxes

          The Company accounts for income taxes in accordance with the
          "liability method" of accounting for income taxes. Accordingly,
          deferred tax assets and liabilities are determined based on the
          difference between the financial statement and tax basis of assets and
          liabilities, using enacted tax rates in effect for the year in which
          the differences are expected to reverse. Current income taxes are
          based on the respective periods' taxable income for federal and state
          income tax reporting purposes.

          Estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosure of contingent assets
          and liabilities at the date of the financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

          Fair Value of Financial Instruments

          Fair value estimates discussed herein are based upon certain market
          assumptions and pertinent information available to management. The
          respective carrying value of certain on-balance-sheet financial
          instruments approximated their fair values. These financial
          instruments included accrued expenses, and other current liabilities.
          Fair values were assumed to approximate carrying values for these
          financial instruments since they are short-term in nature or they were
          payable on demand.

                                       5

<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

          Long Lived Assets

          Review are regularly performed to determine whether facts and
          circumstances exist which indicate that the carrying amount of assets
          may not be recoverable or the useful life is shorter than originally
          estimated. The Company assesses the recoverability of its assets by
          comparing the projected undiscounted net cash flows associated with
          the related asset or group of assets over their remaining lives
          against their respective carrying amounts. Impairment, if any, is
          based on the excess of the carrying amount over the fair value of
          those assets. If assets are determined to be recoverable, but the
          useful lives are shorter than originally estimated, the net book value
          of the assets is depreciated over the newly determined remaining
          useful lives.

Note 3 -  GOING CONCERN

          At September 30, 2004, the Company reported a stockholders' deficit of
          $312,612. The Company does have significant capital needs, which to
          date have been met through private sales of its equity. The Company
          will continue to need substantial infusions of capital, which it
          expects to continue to fund primarily from loans, or by a public
          offering of its equity or debt securities.

Note 4 -  RECENT ACCOUNTING PRONOUNCEMENTS

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
          Statement of Financial Accounting Standards No. 141, "Business
          Combinations" ("FAS No. 141") and FAS No. 142, "Goodwill and Other
          Intangible Assets." FAS No. 141 requires all business combinations
          initiated after September 30, 2001 be accounted for under the purchase
          method of accounting. FAS No. 141 also specifies the types of acquired
          intangible assets that are required to be recognized and reported
          separately from goodwill and those acquired intangible assets that are
          required to be included in goodwill.

          Effective January 1, 2003, the Company adopted FAS No. 142.

          In May 2003, the Financial Accounting Standards Board issued Statement
          No. 150, Accounting for Certain Financial Instruments with
          Characteristics of Both Liabilities and Equity, effective for the
          fiscal period beginning after December 15, 2003. Statement No. 150
          establishes standards for how an issuer classifies and measures
          certain financial instruments with characteristics of both liabilities
          and equity. To the extent that the Company is either now or in the
          future required to repurchase shares of common stock, the adoption of
          Statement No. 150 would require the Company to classify common stock
          subject to redemption as a liability as of January 1, 2004, based on
          the latest revision. Prospectively, changes in the liability with the
          exception of redemptions will be included in pre-tax income.

          In November 2002, the Emerging Issues Task Force ("EITF") reached a
          consensus in Issue No. 00-21 ("Issue 00-21"), Revenue Arrangements
          with Multiple Deliverables. Issue 00-21 provides guidance on how to
          account for arrangements that involve delivery or performance of
          multiple products, services and/or rights to use assets. The adoption
          of Issue 00-21 is not expected to have an impact on the Company's
          financial position or results of operations.

                                       6

<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 4 -  RECENT ACCOUNTING PRONOUNCEMENTS (continued)

          The FASB issued FAS No. 143, "Accounting for Asset Retirement
          Obligations" in August 2001. FAS No. 143, which became effective for
          the Company beginning in 2003, establishes accounting standards for
          the recognition and measurement of asset retirement obligations and
          their associated asset retirement costs. The Company does not expect
          the adoption of FAS No. 143 to have a material impact on its results
          of operations and financial position.

          The FASB issued FAS No. 144, "Accounting for the Impairment or
          Disposal of Long-Lived Assets" in August 2001. FAS No. 144, which
          became effective for the Company beginning with the first quarter of
          fiscal 2003, establishes a single accounting model for long-lived
          assets to be disposed of by sales and also broadens the presentation
          of discontinued operations to include more disposal transactions. The
          adoption of FAS No. 144 had no impact on the results of operations and
          financial position.

          In April 2003, the FASB issued FAS No. 145, "Rescission of FASB
          Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
          Technical Corrections." FAS No. 145 eliminates the requirement that
          gains and losses from the extinguishments of debt be aggregated and,
          if material, classified as an extraordinary item, net of the related
          income tax effect, and also eliminates an inconsistency between the
          accounting for sale-leaseback transactions and certain lease
          modifications that have economic effects that are similar to
          sale-leaseback transactions. Generally, FAS No. 145 is effective for
          transactions occurring after May 15, 2003. The adoption of FAS No. 145
          had no impact on the results of operations and financial position.

          In September 2003, the FASB issued FAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities." FAS No. 146 requires
          that a liability for a cost associated with an exit or disposal
          activity be recognized when the liability is incurred. FAS No. 146
          requires that the initial measurement of liability be at fair value.
          FAS No. 146 became effective for the Company beginning in January
          2004. The Company does not expect the adoption to have a material
          impact on its results of operations and financial position.

Note 5 -  FIXED ASSETS:

          Fixed assets consisted of the following at:



                                                 Sept.30,           Dec.31,
                                                   2004               2003
                                             ---------------    ---------------
  Computers                                      $  4,257            $ 4,257
  Equipment                                         4,723              -
  Leasehold improvements                           12,789             12,789
                                             ---------------    ---------------
                                                   21,769             17,046

  Less accumulated depreciation                    (8,571)             (4,313)
                                            ---------------    ---------------

                                                 $ 13,198            $12,733
                                            ===============    ===============

For the nine months ended September 30, 2004, depreciation expense amounted to
$4,258.

                                       7
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




Note 6 -  COMMITMENTS:

          The Company leases its administrative facilities on a month-to-month
          basis. The annualized rental is $30,000.


Note 7 -  LOSS PER SHARE:

          Loss per common share is computed pursuant to SFAS No. 128, "Earnings
          Per Share". Basic loss per share is computed as net loss available to
          common shareholders divided by the weighted average number of common
          shares outstanding for the period. Diluted loss per share reflects the
          potential dilution that could occur from common shares issuable
          through stock options, warrants and convertible preferred stock. Both
          basic loss per share and diluted loss per share are the same since the
          Company's outstanding options and warrants have not been included in
          the calculation because their effect would have been anti-dilutive.


Note 8 -  SUBSEQUENT EVENTS:

          The Company has filed a registration statement on Form SB-2 for the
          resale of 7,249,730 shares of common stock presently outstanding and
          held by selling stockholders.

                                       8
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Statements contained in this report which are not historical facts may be
considered forward-looking information with respect to plans, projections, or
future performance of the Company as defined under the Private Securities
litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. The words "anticipate", "believe", "estimate", "expect",
"objective", and "think" or similar expressions used herein are intended to
identify forward-looking statements. The forward-looking statements are based on
the Company's current views and assumptions and involve risks and uncertainties
that include, among other things, the effects of the Company's business, actions
of competitors, changes in laws and regulations, including accounting standards,
employee relations, customer demand, prices of purchased raw material and parts,
domestic economic conditions, including housing starts and changes in consumer
disposable income, and foreign economic conditions, including currency rate
fluctuations. Some or all of the facts are beyond the Company's control.

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and related footnotes which provide additional
information concerning the Company's financial activities and condition.

CRITICAL ACCOUNTING POLICIES

Description of Business

International Surfacing, Inc. (f/k/a Harmonica Acquisition Corporation), a
Delaware corporation ("the Company") was formed on March 24, 1999, but did not
conduct any operating activities nor generate any revenues and was dormant until
January 2002.

The Company was founded to develop, manufacture, market and distribute rubber
horseshoes and related products. The Company's initial target markets are the
horse racing and equestrian industries. Management believes that the product can
be utilized throughout the equine world.

In December 2002, International Surfacing Inc., a New Jersey corporation
("International-NJ") purchased all of the outstanding common stock of the
Company for $15,000 in a transaction deemed to be a recapitalization. As a part
of the overall transaction, International-NJ exchanged its common shares of the
Company for its own common shares through an exchange agreement with its
shareholder, and the Company subsequently changed its name to International
Surfacing Inc. The Company previously accounted for the loss on the acquisition
as an impairment loss. The accompanying financial statements have been restated
to treat the loss on the acquisition as a reduction of paid-in capital; and the
acquisition as a recapitalization.

The Company has 20,000,000 shares of preferred stock authorized with a par value
of $.0001 and 100,000,000 shares of common stock authorized with a par value of
$.0001. There are no shares of preferred stock that have been issued.

Equipment

Equipment is recorded at cost, less accumulated depreciation. Depreciation
expense is provided on a straight-line basis, using estimated useful lives of 3
years for equipment. The costs of improvements on leased property are
capitalized as leasehold improvements and are amortized on a straight-line basis
using an estimated useful life of 3 years, which represents the applicable lease
period, plus any renewal periods, which are expected to be exercised. Routine
maintenance and repairs are charged to expense as incurred. Major replacements
and improvements are capitalized. When assets are sold or retired, the related
cost and accumulated depreciation are removed from the accounts and gains or
losses from dispositions are credited or charged to income.

                                       9
<PAGE>
Income Taxes

The Company accounts for income taxes in accordance with the "liability method"
of accounting for income taxes. Accordingly, deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax
basis of assets and liabilities, using enacted tax rates in effect for the year
in which the differences are expected to reverse. Current income taxes are based
on the respective periods' taxable income for federal and state income tax
reporting purposes.

Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Fair Value Of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. The respective carrying value
of certain on-balance-sheet financial instruments approximated their fair
values. These financial instruments included accrued expenses, and other current
liabilities. Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature or they were payable
on demand.

Long Lived Assets

Review are regularly performed to determine whether facts and circumstances
exist which indicate that the carrying amount of assets may not be recoverable
or the useful life is shorter than originally estimated. The Company assesses
the recoverability of its assets by comparing the projected undiscounted net
cash flows associated with the related asset or group of assets over their
remaining lives against their respective carrying amounts. Impairment, if any,
is based on the excess of the carrying amount over the fair value of those
assets. If assets are determined to be recoverable, but the useful lives are
shorter than originally estimated, the net book value of the assets is
depreciated over the newly determined remaining useful lives.

Going Concern

At September 30, 2004, the Company reported a stockholders' deficit of $312,612.
The Company does have significant capital needs, which to date have been met
through private sales of its equity. The Company will continue to need
substantial infusions of capital, which it expects to continue to fund primarily
from loans, or by a public offering of its equity or debt securities

PLAN OF OPERATIONS

The Company was founded to develop, manufacture, market and distribute unique
rubber horseshoes and related services. The founder of International-NJ, Samuel
Serritella, recognized an opportunity to develop a product that we believe would
take less of a toll on the legs of horses as compared to conventional iron or
aluminum shoes. The initial market is the horse racing industry; however, the
Company believes its product may be used on any type of horse. If the
StealthShoe(TM) becomes established in the horse racing industry, the Company
intends to broaden its market to include shoes for horses used in an urban
setting, such as police horses and carriage horses, shoes for therapeutic
purposes for lame horses and shoes for the general horse owner market.

After nearly three years of research and development by the Company's founders,
the Company has tested StealthShoe(TM) product in actual racing conditions. The
Company is moving to increase its pool of research subjects to study the
strength and wear characteristics of its product. Through its ongoing research
and development, the Company expects to continue to improve its products and
eventually move into commercial production. In order to move into commercial
production, it must establish a relationship with a manufacturer. At this time

                                       10
<PAGE>
the Company is currently negotiating with several manufacturers but it has not
yet reached a definitive agreement. At this time, the Company is unable to
determine when it will enter into a manufacturing agreement, if at all. Upon
entering into an agreement with a manufacturer, the Company expects to move into
commercial production as soon as possible.

To date, the Company has given our product to certain horse trainers throughout
the United States in return for test data and reports from users. The test
subjects have been trotters and pacers, quarter horses, dressage horses and
police horses. Currently, over fifty horses have used or are using the
StealthShoe(TM) in training and racing or working conditions.

The Company expended approximately $275,000 in Research and Development costs
over the last two years. These amounts are included in the General and
Administrative expenses in the accompanying financial statements.

The Company has incurred net losses in the aggregate of $827,987 since its
inception though the nine months ended September 30, 2004. The net loss for the
year ended December 31, 2003 was $470,365 and the net loss for the nine months
ended September 30, 2004 was $279,306. The net loss consists of general and
administrative expenses and research and development expenses. To the extent
that we are unable to secure additional external financing, and/or generate cash
revenue from operations, our ability to continue as a going concern may be
adversely affected. There were no current or deferred tax expense for the nine
months ended September 30, 2004 and September 30, 2003 due to net losses from
operations by the Company.

The Company anticipates losses to continue because it expects to incur
additional costs and expenses related to:

     o    brand development (estimated to be approximately $50,000);

     o    marketing and other promotional activities(estimated to be
          approximately $50,000);

     o    expansion of operations(estimated to be approximately $150,000);

     o    purchase of raw materials (estimated to be approximately $500,000);
          and

     o    monthly operating expenses(estimated to be approximately $250,000).

The Company does no expect to purchase or sell any plant or significant
equipment and it does not expect for there to be a significant change in the
number of its employees during the upcoming year.

Liquidity and Capital Resources

On September 30, 2004, the Company had cash resources of $48,352 with total
current liabilities of $381,662, including normal trade payables. Based on its
existing expenses, it will need to raise approximately $1,000,000 in new capital
to fund our operations during the next year. The Company is currently operating
using cash generated from the sale of its common stock or from funds loaned by
our Chief Executive Officer. The Company expects to use the funds generated, if
any, for the purchase of raw materials, brand development, expansion of its
operations and general monthly expenses. This calculation is based on its
average current monthly expense level of approximately $20,000 per month.

From April 3, 2003 through October 7, 2003, the Company issued and sold
convertible debentures in the amount of $225,575, which were convertible into
its common stock at $.25 per share. Each of the debenture holders converted the
debentures into an aggregate of 902,300 shares of common stock.

From October 9, 2003 through October 11, 2004, the Company issued and sold
shares of common stock in the aggregate amount of $206,975 at $.25 per share,
which resulted in the issuance of 827,900 shares of common stock.

On November 10, 2004, we issued and sold shares of common stock in the aggregate
amount of $20,000 at $.25 per share to two accredited investors, which resulted
in the issuance of an aggregate of 80,000 shares of common stock.

                                       11
<PAGE>
Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) as of September 30, 2004. Based upon that evaluation,
the Certifying Officers concluded that our disclosure controls and procedures
are effective in timely alerting them to material information relative to our
company required to be disclosed in our periodic filings with the SEC.

(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                                       12
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be a party to litigation or other legal
proceedings that it considers to be a part of the ordinary course of its
business. The Company is not involved currently in legal proceedings that could
reasonably be expected to have a material adverse effect on its business,
prospects, financial condition or results of operations. The Company may become
involved in material legal proceedings in the future.

Item 2. Changes in Securities.

From October 9, 2003 through October 11, 2004, the Company issued and sold
shares of common stock in the aggregate amount of $206,975 at $.25 per share,
which resulted in the issuance of 827,900 shares of common stock.

* All of the above offerings and sales were deemed to be exempt under Rule 506
of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of the Company or executive officers
of the Company, and transfer was restricted by the Company in accordance with
the requirements of the Securities Act of 1933. In addition to representations
by the above-referenced persons, we have made independent determinations that
all of the above-referenced persons were accredited or sophisticated investors,
and that they were capable of analyzing the merits and risks of their
investment, and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security None Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit Number             Description

31.1                Certification of CEO and CFO Pursuant to Section 302 of the
                    Sarbanes Oxley Act of 2002

32.1                Certification of CEO and CFO Pursuant to section 906 of the
                    Sarbanes Oxley Act of 2002

                                       13
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on November 19, 2004.

                                            INTERNATIONAL SURFACING, INC.






                                            By: /s/ Samuel Serritella
                                                    -----------------
                                                    Samuel Serritella,
                                                    CEO and CFO




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