SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A2

      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 MARCH 31, 2005

[ ] 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.

March 31, 2005, the Registrant had outstanding 32,194,480 shares of Common
Stock, $0.0001 par value.

The Registrant's revenues for the quarter ended March 31, 2005 were $0.



<PAGE>



                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 March 31, 2005

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                 Page
                                                                                                Number
                                                                                                ------

<S>                                                                                               <C>
Financial Statements:

      Balance Sheet as of March 31, 2005 and December 31, 2004                                     1

      Statement of Operations for the three months ended March 31, 2005 and
         March 31, 2004                                                                            2

      Statement of Stockholders' Deficit for the three months ended March 31, 2005                 3

      Statement of Cash Flows for the three months ended March 31, 2005 and
         March 31, 2004                                                                            4


Notes to Financial Statements                                                                      5

</TABLE>

<PAGE>




                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                                 BALANCE SHEETS
                                   (Restated)
<TABLE>
<CAPTION>

As of March 31, 2005 and December 31, 2004


                                                                                     March 31,                Dec. 31,
                                                                                       2005                    2004
                                                                                ----------------         ----------------
 <S>                                                                                   <C>                        <C>
                                                                                   (Unaudited)               (Note 1)
                                                                                                             restated
                                       ASSETS
Current Assets:
Cash                                                                            $         1,507                  $   146
Investment in unaffiliated company (Note 5)                                                 150                      150
Loans receivable                                                                            290                      290
Other receivable                                                                            150                      150
                                                                                ----------------         ----------------
        Total current assets                                                              2,097                      736
                                                                                ----------------         ----------------

Fixed Assets, net (Note 6)                                                               10,315                   11,757
Security deposits                                                                         5,000                    5,000
                                                                                ----------------         ----------------

           Total assets                                                         $        17,412                 $ 17,493
                                                                                ================         ================

                        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                                          $        97,354                 $ 91,732
      Accrued expenses                                                                   77,250                   77,250
      Loans payable-other (Note 7)                                                       21,500                    8,000
      Loans payable -officer (Note 7)                                                   180,784                  123,437
                                                                                ----------------         ----------------
          Total current liabilities                                                     376,888                  300,419
                                                                                ----------------         ----------------
 Stockholders' deficit:
       Preferred stock, par value $.0001, per share; authorized 20,000,000 shares,
        none issued and outstanding                                                           -                        -

       Common stock, par value $.0001, per share; 100,000,000 shares authorized,
        32,194,480 shares issued and outstanding at March 31, 2005 and at
        December
        31, 2004                                                                          3,219                    3,219
       Additional paid in capital                                                     1,045,701                1,045,701
       Deficit accumulated during the developmental stage                            (1,408,396)              (1,331,846)
                                                                                ----------------         ----------------
           Total stockholders' deficit                                                 (359,476)                (282,926)
                                                                                ----------------         ----------------
          Total liabilities and stockholders' deficit                           $        17,412          $        17,493
                                                                                ================         ================
</TABLE>

         The accompanying notes should be read in conjunction with these
                              financial statements

                                       2
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF OPERATIONS

               For the Three Months Ended March 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                                            Cumulative
                                                                 March 31,          March 31,               Development
                                                                  2005               2004                      Stage
                                                             ----------------   ----------------         ----------------
<S>                                                                 <C>               <C>                        <C>
Expenses:
Research and development (Note 11)                                     5,208    $        13,992          $       301,163
General and administrative (Note 9)                                   69,900             83,657                  518,529
Compensation expense                                                       -                  -                  577,250
Depreciation and amortization                                                             1,408                   11,454
                                                                       1,442
                                                             ----------------   ----------------        ----------------

Total expenses                                                        76,550             99,057                1,408,396
                                                             ----------------   ----------------        ----------------

Net loss                                                     $       (76,550)   $       (99,057)        $     (1,408,396)
                                                             ================   ================        =================

Basic and fully diluted loss per common share                $          (.00)   $          (.00)
                                                             ================   ================

Weighted average number of shares outstanding                $    32,194,480    $    26,630,480
                                                             ================   ================
</TABLE>


         The accompanying notes should be read in conjunction with these
                              financial statements

                                       3
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

               From Inception (January 1, 2002) to March 31, 2005
                                   (Restated)

<TABLE>
<CAPTION>
                                                                          Additional                     Total
                                                   Common Stock            Paid-in    Accumulated     Stockholders'
                                             Shares            Amount      Capital      Deficit          Equity
                                          --------------     ----------   ----------- -------------- -------------
<S>                                             <C>             <C>           <C>        <C>            <C>
Balances at January 1, 2002                           -      $       -     $      -   $           -  $          -

Sale of common stock                              1,200            760            -               -           760

Exchange of shares with acquired
 Company (Harmonica Acquisition Corp.)       24,998,800          1,740      (16,740)              -       (15,000)

Amount received for convertible debentures      211,200             21       52,779                        52,800

Net loss                                              -              -            -         (78,307)      (78,307)
                                          --------------     ----------   ----------- -------------- -------------

Balances at January 1, 2003                  25,211,200          2,521       36,039         (78,307)      (39,747)

Shares issued in January 2003 pursuant to
 private placements                             165,880             17       41,453               -        41,470

Shares issued in February 2003 pursuant to
 private placements                               7,200              1        1,799               -         1,800

Shares issued in April 2003 pursuant to
 private placements                             283,000             28       70,722               -        70,750

Shares issued in May 2003 pursuant to
 private placements                              40,000              4        9,996               -        10,000

Shares issued in June 2003 pursuant to
 private placements                             239,400             24       59,826               -        59,850

Shares issued in July 2003 pursuant to
 private placements                             115,500             11       28,864               -        28,875

Shares issued in August 2003 pursuant to
 private placements                             101,400             10       36,707               -        36,717
</TABLE>


    The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements

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

                       STATEMENT OF STOCKHOLDERS' DEFICIT

               From Inception (January 1, 2002) to March 31, 2005
                                   (Restated)
<TABLE>
<CAPTION>

                                                                                   Additional                         Total
                                                            Common Stock           Paid-in         Accumulated     Stockholders'
                                                     Shares            Amount      Capital           Deficit          Equity
                                                  --------------    -----------    -------------  --------------- ----------------
<S>                                                     <C>            <C>             <C>             <C>               <C>
Shares issued in October 2003 pursuant to
 private placements
                                                        165,000             16          41,234               -             41,250

Shares issued in November 2003 pursuant to
 private placements
                                                         58,000              6          14,494               -             14,500
Shares issued in December 2003 pursuant to
 private placements
                                                         37,500              4           9,371               -              9,375

Net loss for the year ended December 31, 2003                 -              -               -        (470,365)          (470,365)
                                                  --------------    -----------    -------------  --------------- ----------------

Balances at December 31, 2003                        26,424,080          2,642         350,505        (548,672)          (195,525)

Shares issued in January 2004 pursuant to
 private placements                                      79,000              8          19,742                             19,750

Shares issued in February 2004 pursuant to
 private placements
                                                        166,000             17          41,483               -             41,500

Shares issued in March 2004 pursuant
 to private placements                                  113,200             11          28,289               -             28,300

Shares issued in April 2004 pursuant
 to private placements                                   68,200             7           19,916               -             19,923

</TABLE>

    The accompanying notes and independent auditors' report should be read in
                     conjunctionth the financial statements

                                       5
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

               From Inception (January 1, 2002) to March 31, 2005
                                   (Restated)

<TABLE>
<CAPTION>

                                                                               Additional                        Total
                                                           Common Stock         Paid-in       Accumulated     Stockholders'
                                                      Shares       Amount       Capital         Deficit          Equity
                                                    -----------  -----------   -----------   --------------- ----------------
<S>                                                     <C>           <C>          <C>              <C>           <C>
Shares issued in May 2004 pursuant to
 private placements                                    50,000             5        12,495               -          12,500

Shares issued in June 2004 pursuant to
 private placements                                    74,000             7        18,493               -          18,500

Shares issued in July 2004 pursuant to
 private placements                                    87,000             9        21,741               -          21,750

Shares issued in August 2004 pursuant to
 private placements                                    30,000             3         7,497               -           7,500

Shares issued in September 2004 pursuant to
 private placements
                                                       22,000             2         5,498               -           5,500

Shares issued in October 2004 pursuant to
 private placements                                     1,000             0           250               -             250

Shares issued in October 2004 as compensation
 of officers                                        2,000,000           200       499,800               -         500,000

Shares issued in October 2004 pursuant to
 investment in  Innovative
 Cooling Enterprises, Inc.                          1,500,000           150             0               -             150

Shares issued in November 2004 pursuant to
 private placements                                    80,000             8        19,992               -          20,000

Shares issued in November 2004 in consideration
 for professional services                          1,500,000           150             0               -             150

</TABLE>

    The accompanying notes and independent auditors' report should be read in
                   conjunction with the financial statements


                                       6
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

               From Inception (January 1, 2002) to March 31, 2005
                                   (Restated)

<TABLE>
<CAPTION>


                                                                 Additional                          Total
                                           Common Stock           Paid-in        Accumulated     Stockholders'
                                     Shares           Amount      Capital          Deficit          Equity
                                  -------------    -----------   -------------  ---------------  ----------------
<S>                                    <C>              <C>          <C>              <C>             <C>
Net loss for the year ended
 December 31, 2004                           -              -               -         (783,174)         (783,174)
                                  -------------    -----------   -------------  ---------------  ----------------

Balances at December 31, 2004       32,194,480          3,219       1,045,701       (1,331,846)         (282,926)

Net loss for the three months
 ended March 31, 2005                        -              -               -          (76,550)          (76,550)
                                  -------------    -----------   -------------  ---------------  ----------------
Balances at March 31, 2005          32,194,480     $    3,219    $  1,045,701    $  (1,408,396)  $      (359,476)
                                  =============    ===========   =============  ===============  ================
</TABLE>

         The accompanying notes should be read in conjunction with these
                              financial statements

                                       7
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                                   (Restated)

For the Three Months Ended March 31, 2005 and 2004
<TABLE>
<CAPTION>
                                                                                                                      Cumulative
                                                                            March 31,             March 31,          Development
                                                                              2005                  2004                Stage
                                                                        ------------------    ------------------  ------------------
<S>                                                                              <C>                   <C>                 <C>
Cash flows from operating activities:
Net loss                                                                $         (76,550)     $        (99,057)   $     (1,408,396)
                                                                        ------------------    ------------------  ------------------
Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                               1,442                 1,408              11,454
        Compensation expense                                                            -                     -             412,000

Changes in assets and liabilities:
        (Increase) decrease in loans receivable                                         -                     -                (290)
        Decrease in other receivable                                                    -                     -                (150)
        (Decrease) in bank overdraft                                                    -                     -              (5,000)
        Increase in accounts payable                                                5,623                 1,810              97,504
        Increase (decrease) in accrued expenses                                         -                     -             165,250
        Increase in loans payable-other                                            13,500                     -              21,500
                                                                        ------------------    ------------------  ------------------

Net adjustment to reconcile net income to net cash provided (used) in
operating activities:                                                              20,565                 3,218             702,268
                                                                        ------------------    ------------------  ------------------

Net cash used in operating activities                                             (55,985)              (95,839)           (706,128)
                                                                        ------------------    ------------------  ------------------
Cash flows from investing activities:
        Payment made in connection with recapitalization                                -                     -             (15,000)
        Purchase of equipment                                                           -                (3,780)            (21,769)
                                                                        ------------------    ------------------  ------------------

Net cash used in investing activities                                                   -                (3,780)            (36,769)
                                                                        ------------------    ------------------  ------------------

Cash flows from financing activities:
        Issuance of additional shares of common stock                                   -                    35                 958
        Additional paid in capital arising from issuance of additional
        shares                                                                          -                85,934             509,862
        Execution of convertible notes payable                                          -                                    52,800
        Increase in loans payable- officer                                         57,346                14,240             180,784
                                                                        ------------------    ------------------  ------------------

Net cash provided by financing activities                                          57,346               100,209             744,404
                                                                        ------------------    ------------------  ------------------
Net increase (decrease) in cash                                                     1,361                   590               1,507

Cash at beginning of period                                                           146                 2,711                   -
                                                                        ------------------    ------------------  ------------------
Cash at end of period                                                   $           1,507      $          3,301    $          1,507
                                                                        ==================    ==================  ==================

Interest paid                                                           $               -      $              -
                                                                        ==================    ==================
Taxes paid                                                              $               -      $              -
                                                                        ==================    ==================
</TABLE>
         The accompanying notes should be read in conjunction with these
                              financial statements

                                       8
<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 March 31, 2005 and March
31, 2004 and for the three months 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 March 31, 2005 and March 31, 2004 and the results of operations and cash
flows for the three months 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 three months ended March 31, 2005,
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, 2004 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, 2004 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:

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. ("ISI") 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, ISI, 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, as previously restated, accounted for
the loss on the acquisition as a reduction of paid-in capital; and the
acquisition as a recapitalization.

                                       9
<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. None of the preferred shares have been issued.

Equipment

Equipment is recorded at cost, less accumulated depreciation. Depreciation
expense is provided on the straight-line method, based upon estimated useful
lives of 3 years. The costs of improvements on leased property are capitalized
as leasehold improvements and are being amortized on the straight-line method
over an estimated useful life of 3 years. The period of amortization will end in
2005. The company anticipates moving into a new facility within the next year.

It is the Company's policy to account for routine maintenance and repairs as a
charge to expense when incurred. Major replacements and improvements, when
incurred, 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 cash and loan receivables. Fair
values were assumed to approximate carrying values for these financial
instruments since they are short-term in nature.

                                       10
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

Stock Based Compensation The Company has adopted the fair value method of
accounting for stock-based employee compensation in accordance with SFAS 123.
The Company currently does not have a formal stock-based compensation plan for
its employees.

Note 3 - GOING CONCERN

At March 31, 2005, the Company reported a stockholders' deficit of $359,776. The
Company does have significant working capital requirements, 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 December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123 (revised 2004) (`FAS 123R")
Share Based Payment. Statement FAS 123R supersedes APB Opinion No. 25, and its
related implementation guidance. This statement establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods and services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods and services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. FAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. The Company will be considered a small business issuer for which,
the implementation of FAS 123R is required as of the beginning of the first
interim or annual reporting period after December 15, 2005. The Company is
required to implement FAS 123R beginning in the fiscal year beginning January 1,
2006. The Company has implemented FAS 123R effective for the year ended December
31, 2004.

Note 5 - INVESTMENT IN UNAFFILIATED COMPANY:

On October 11, 2004, the Company issued an aggregate of 1,500,000 shares to
three parties in consideration for shares of common stock in Innovative Cooling
Enterprises Inc., an unaffiliated company. The shares were issued at par, and
the investment was recorded on the accompanying financial statements.

As of March 31, 2005, the three parties had failed to deliver the shares of
Innovative Cooling Enterprises to the Company. In May 2005, the three parties
returned the 1,500,000 shares to the Company, and the Company subsequently
canceled the shares on June 1, 2005. The Company as of June 30, 2005 will
reverse the investment in Innovative Cooling Enterprises.

                                       11
<PAGE>
                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 6 - FIXED ASSETS:

                                      Fixed assets consisted of the following
at:



                                                March 31,           Dec. 31,
                                                2005                2004
                                          ---------------    ---------------
Office Equipment                          $        8,980     $        8,980
Leasehold improvements                            12,789             12,789
                                          ---------------    ---------------
                                                  21,769             21,769

Less accumulated depreciation                    (11,454)           (10,012)
                                          ---------------    ---------------

                                          $       10,315     $       11,757
                                          ===============    ===============


For the three months ended March 31, 2005, depreciation expense amounted to
$1,442.

Note 7 - RELATED PARTY TRANSACTIONS:

The Company is currently operating with cash generated from the sale of its
common stock or from funds loaned by its chief executive officer. Since the
Company started operations, the chief executive officer has loaned the Company
$329,142.13 on a non-interest bearing basis. The Company has repaid
approximately $148,358.62, which has resulted in an outstanding balance of
$180,783.51 at March 31, 2005.

As of March 31, 2005, a director of the Company had loaned the Company the sum
of $18,500 on a non-interest bearing basis, which is due on demand. This amount
is reported in the accompanying financial statements under the caption "loans
payable- other".

Note 8 - COMMITMENTS:

The Company leases its administrative facilities on a month-to-month basis. For
the three months ended March 31, 2005 and March 31, 2004 the Company's rent
expense was $7,500 respectively.

                                       12
<PAGE>

                          INTERNATONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 9 - GENERAL AND ADMINISTRATIVE EXPENSES:

General and administrative expenses were $69,900 in the three months ended March
31, 2005. For the three months ended March 31, 2004, general and administrative
expenses were $83,657. Below is a comparative summary of general and
administrative expenses:


                                               March 31,          March 31,
                                                 2005                2004
                                            ----------------    ---------------
Contracted services                         $        14,707     $       38,310
Professional fees                                    18,200             18,400
Rent                                                  7,500              7,500
Travel                                                9,800              6,988
Utilities                                             1,235              1,697
Other                                                18,458             10,762
                                            ----------------    ---------------
Total general and administrative expenses   $        69,900     $       83,657
                                            ================    ===============


Note 10 - 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. For the three months ended March 31, 2005 and March
31, 2004, there were no items of potential dilution that would impact on the
computation of diluted loss per share.

Note 11 - RESEARCH AND DEVELOPMENT:

The Company is currently developing a new type of rubber horseshoe for the horse
racing and equestrian industries. This product is currently in the developmental
stage. The Company maintains a small-scale manufacturing facility adjacent to
its executive offices, where the product is manufactured and tested. For the
three months ended March 31, 2005 and March 31, 2004, the Company expended
$5,208 and $13,992 respectively in research and development costs in developing
this project. The cumulative developmental stage costs for this product were
$301,163.

                                       13
<PAGE>

                          INTERNATIONAL SURFACING, INC.
                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 12 - STOCK BASED COMPENSATION

The Company recorded $165,260 in compensation and consulting fees thru December
31, 2003. These amounts were not paid and were reflected as an accrued liability
on prior years financial statements.

In October 2004, The Company issued 1,000,000 shares to each of its two
officers. This new issuance represented compensation for both the prior
compensation referred to above as well as current compensatory services rendered
to the Company in 2004. The shares issued were valued at $.25 per share, which
represented the fair market value of the common stock. The effect of this
issuance was that accrued expenses, representing the Company's liability for
accrued compensatory services at December 31, 2003, were reduced by $88,000 and
compensation expense of $412,000 was recorded in 2004.

Note 13 - PUBLIC OFFERING OF COMMON STOCK:

The Company has filed a registration statement on Form SB-2 for the resale of
5,749,730 shares of common stock presently outstanding and held by selling
stockholders. The Company is currently awaiting approval of the filing by the
Security and Exchange Commission.

Note 13 - RESTATEMENT:

The accompanying balance sheets and statement of cash flows have been restated
to properly reflect the issuance of 1,500,00 shares at par ($.0001) in relation
to the investment in Innovative Cooling Enterprises Inc. referred to in Note 5.

Additionally, the accompanying balance sheets and statement of cash flows have
been restated to properly reflect the issuance of 1,500,000 shares at par
($.0001) in consideration for professional services rendered.

Note 14 - Compensation agreement

In November 2004, the Company had entered into a compensation agreement with MDM
Corporate Electronic Filers (MDM) whereas MDM will provide the Company with all
EDGAR filing services. The agreement is valued at $12,000. The Company will
issue MDM 60,000 shares of its common stock in consideration for MDM's services.
As of March 31, 2005 the Company had not yet issued the common stock to MDM.

                                       14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

Equipment

Equipment is recorded at cost, less accumulated depreciation. Depreciation
expense is provided on the straight-line method, based upon estimated useful
lives of 3 years. The costs of improvements on leased property are capitalized
as leasehold improvements and are being amortized on the straight-line basis
over an estimated useful life of 3 years. The period of amortization will end in
2005. We anticipate moving into a new facility within the next year.

It is our policy to account for routine maintenance and repairs as a charge to
expense when incurred. Major replacements and improvements when incurred 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

We follow the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized as income in the
period that included the enactment date. Deferred tax assets resulting
principally from operating losses have not been recognized.

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 cash and loans receivable. 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.

Going Concern

At March 31, 2005, we reported a stockholders' deficit of $359,776 and we 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 we expect to continue to fund primarily from private sales of its equity
and loans, or by a public offering of its equity or debt securities.

Plan of Operations

We were founded to develop, manufacture, market and distribute unique rubber
horseshoes and related services. The founder of our company, 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. As a result, we are currently developing a new type of rubber horseshoe

                                       15
<PAGE>
for the horse racing and equestrian industries. This product is currently in the
developmental stage. Our initial market is the horse racing industry; however,
we believe our product may be used on any type of horse. If the StealthShoe(TM)
becomes established in the horse racing industry, we intend to broaden our
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 our founders, we have
tested the StealthShoe(TM) product in actual racing conditions. We are moving to
increase our pool of research subjects to study the strength arid wear
characteristics of our product. Through our ongoing research and development, we
expect to continue to improve our products and eventually move into commercial
production. Currently, Sam Serritella and Gary Kouletas head our research and
development. We have set up a small scale manufacturing facility to produce our
product for testing purposes. This includes cutting and milling materials as
well as bonding our products. Through this process we have been able to test
adhesives and compare different aluminums and different steel as well as testing
different rubber samples.

We have entered a manufacturing and marketing agreement with Victory Racing
Plate Company (Victory), a company that has been involved in the horseshoe
industry for 75 years. However, we have not yet reached an agreement with
Victory regarding price and/or profit sharing in connection with our combined
manufacturing and marketing efforts. Together with Victory, we introduced the
Stealthshoe into the horseshoe market at the International Hoof Care Summit in
Cincinnati, Ohio on January 29, 2005. Soon, Victory will begin to market the
Stealthshoe to strategic parts of the country, beginning with the east coast.
These marketing efforts will include video marketing, print ads, attendance at
trade shows and consignment to various distributors. Under the arrangement we
have reached with Victory, upon receipt of a purchase order by Victory, Victory
shall provide us with an invoice for each of the aluminum horseshoes to be
manufactured. Upon payment of the invoice, Victory shall manufacture the
aluminum horseshoe and ship such horseshoes to our company where we will apply
the rubber base to the aluminum horsehoe using our proprietary process. We will
then forward the finished product to Victory for distribution. The customer will
then pay for the finished product. The division of the profit generated on each
horseshoe sold shall be determined on a case by case basis. We expect to incur
approximately $250,000 in costs in connection with marketing and production
(including the purchase of raw materials) during this period. We will utilize
Victory's established distribution channels.

Within the forthcoming year we plan, together with Victory to begin the
manufacturing of the steel substrate model to accommodate the police and
carriage horse market. We expect to incur costs related to marketing and
production (including the purchase of raw materials) of approximately $150,000.

Additionally, after we have introduced our product to the police and carriage
horse market, we will begin to market the shoe to other markets including the
pleasure horse and Amish horse markets. We expect to incur costs related to
marketing arid production (including the purchase of raw materials) of
approximately $150,000.

We expect these costs to be funded by sales of our common stock or debt
financing. If we are unable to obtain funding to through sales of our common
stock or debt financing, we will be unable to institute our business plan and
our operations may fail. Victory will be absorbing start up die costs.

We maintain a small-scale manufacturing facility adjacent to its executive
offices, where the product is manufactured and tested. For the three months
ended March 31, 2005, we expended $5,208 in research and development costs in
developing this project. For the three months ended March 31, 2004 research and
development costs were $13,992. The cumulative developmental stage costs for
this product were $301,163.

We have incurred net losses in the aggregate of $1,408,396 since our inception
though the three months ended March 31, 2005. The net loss for the three months
ended March 31, 2005 was $76,550. The net loss for the three months ended March
31, 2004 was $99,057. The net loss consists of general and administrative
expenses, research and development expenses, compensation expenses and
depreciation and amortization. Below is a comparative summary of general and
administrative expenses:



                                                   March 31,      March 31,
                                                     2005           2004
                                                -------------    ------------
Contracted services                             $     14,707     $    38,310
Professional fees                                     18,200          18,400
Rent                                                   7,500           7,500
Travel                                                 9,800           6,988
Utilities                                              1,235           1,697
Other                                                 18,458          10,762
                                                -------------    ------------
Total general and administrative expenses       $     69,900     $    83,657
                                                =============    ============

                                       16
<PAGE>
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.

We anticipate losses to continue because we expect to incur additional costs and
expenses related to:

o brand development which includes updating the design and engineering our
horseshoe (estimated to be approximately $50,000);

o marketing and other promotional activities which includes attending trade
shows, creating of pamphlets, displays and videos and media advertisements
(estimated to be approximately $50,000);

o expansion of operations including the updating of office equipment and our R&D
facility (estimated to be approximately $150,000);

o purchase of raw materials such as aluminum, rubber and adhesives (estimated to
be approximately $500, 000) ; and

o monthly operating expenses which includes general operating equipment,
professional fees and other administrative expenses (estimated to be
approximately $250,000).

We do not expect to purchase or sell any plant or significant equipment and we
do not expect for there to be a significant change in the number of our
employees during the upcoming year.

Liquidity and Capital Resources

On March 31, 2005, we had cash resources of $1,507 with total current
liabilities of $377,038, including normal trade payables. As of June 30, 2005,
we had cash resources of $253,232. Based on our existing expenses, we expect to
be able to continue our operations for two months and we will need to raise
approximately $1,000,000 in new capital to fund our operations during the next
year. We are currently operating using cash generated from the sale of our
common stock or from funds loaned by our Chief Executive Officer. We do not have
any plans to engage in additional financing and, if we do not raise additional
capital within the next two months, we will cease operations.

Since we commenced operations in the horseshoe industry until March 31, 2005,
Mr. Serritella, our Chief Executive Officer, has loaned approximately
$329,142.13 to our company to fund our research and development and working
capital. We have repaid Mr. Serritella approximately $148,358.62, which has
resulted in an outstanding balance of $180,783.51 as of March 31, 2005. These
loans are non-interest bearing and are due on demand.

In addition, during the period from April 1, 2005 through July 15, 2005, Mr.
Serritella loaned our company an additional $692,150 to fund our research and
development, working capital and costs related to manufacturing and marketing.
During this same period, we repaid Mr. Seritella $43,744. These loans are
non-interest bearing and are due on demand.

We expect to use the funds generated from future financings, if any, for the
purchase of raw materials, brand development, expansion of our operations and
general monthly expenses. This calculation is based on our average current
monthly expense level of approximately $20,000 per month. In order to raise the
new capital, we may engage in public or private financing, strategic
relationships or other arrangements.

We do not have any commitment from Mr. Serritella to engage in additional
financing. There can be no assurance that such additional funding whether from
third parties or Mr. Serritella will be available on terms acceptable to our
company, or at all. If adequate funds are not available on acceptable terms, we
may be unable to develop or enhance our products or take advantage of future
opportunities either of which could have a material adverse effect on our
business, results of operations and financial condition.

During the year ended December 31, 2002, we issued and sold convertible
debentures in the amount of $52,800, which were convertible into its common
stock at $.25 per share. Each of the debenture holders converted the debentures
into an aggregate of 211,200 shares of common stock.

From October 9, 2003 through October 11, 2004, we issued and sold shares of
common stock in the aggregate amount of $479,306 at $.25 per share, which
resulted in the issuance of 1,903,280 shares of common stock.

On October 11, 2004, we issued an aggregate of 1,500,000 shares to three parties
in consideration for shares of common stock in Innovative Cooling Enterprises,
Inc. The three parties did not deliver to us the shares of Innovative Cooling
Enterprises, Inc. As a result, in May 2005, the three parties returned the
1,500,000 shares we previously issued to us for cancellation.

                                       17
<PAGE>
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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future material effect on us.

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.

                                       18
<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.

On October 11, 2004, we issued an aggregate of 1,500,000 shares to three parties
in consideration for shares of common stock in Innovative Cooling Enterprises,
Inc. The three parties did not deliver to us the shares of Innovative Cooling
Enterprises, Inc. As a result, in May 2005, the three parties returned the
1,500,000 shares we previously issued to us for cancellation.

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


                                   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 August 5, 2005.

                          INTERNATIONAL SURFACING, INC.





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




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