UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                Amendment No. 2

(Mark One)
|X|  Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange
     Act of 1934

     For the Quarterly Period Ended March 31, 2005 or

|_|  Transition Report Pursuant to Section 13 or 15(d) of The Securities
     Exchange Act of 1934


             For the Transition Period from _________ to ___________


                        Commission File Number: 333-43770


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


                  Delaware                                52-2258371
          ------------------------             ---------------------------------
          (State of Incorporation)             (IRS Employer Identification No.)



       1650 W. Jackson Ozark, Missouri                     65721
  ----------------------------------------               ----------
  (Address of Principal Executive Offices)               (Zip Code)


         Issuer's Telephone Number, Including Area Code: (417) 883-4549


                      3119 S. Scenic, Springfield, MO 65807
              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
     Yes  |X| No  |_|

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

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act subsequent to the distribution of securities under a plan confirmed
by a court. N/A
     Yes |_| No |_|

On May 11, 2005, 43,432,810 shares of SLS International, Inc. common stock were
outstanding.



<PAGE>

                             SLS INTERNATIONAL, INC.

                                      INDEX




                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------
Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet                               1
         Condensed Consolidated Statements of Operations                    2
         Condensed Consolidated Statement of Cash Flows                     3
         Notes to Condensed Consolidated Financial Statements               4
Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      10
Item 3.  Quantitative and Qualitative Disclosures About Market Risk        14

Item 4. Controls and Procedures                                            14


                           PART II. OTHER INFORMATION

Item 6.  Exhibits                                                          15
Signature                                                                  16

<PAGE>

                                EXPLANATORY NOTE

         SLS International, Inc. is filing this Amendment No. 2 to our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005, as filed with the U.S.
Securities and Exchange Commission on May 16, 2005 and previously amended on
August 3, 2005, to re-classify warrants issued in January 2005 as a long-term
liability in accordance with EITF 00-19. This Amendment No. 2 responds to
comments of the Staff of the Securities and Exchange Commission in connection
with its review of our Annual Report on Form 10-KSB for the year ended December
31, 2004. This re-classification has resulted in the following changes to our
financial statements:

         o        On our balance sheet, we now show a new long-term liability
                  "Accrued liability - D Warrants."

         o        On our balance sheet dated March 31, 2005, total liabilities
                  increased, contributed capital - common decreased, retained
                  deficit decreased, and total shareholders' equity decreased.

         o        On our statement of operations, we now show a "Gain on
                  valuation of D warrants," which resulted in an increase in
                  other income, and decreases in loss before income tax, net
                  loss, net loss available to common shareholders, and basic and
                  diluted loss per share.

         o        On our statement of cash flows, the net loss is decreased, and
                  is completely offset by a new line for "Gain on valuation of D
                  warrants."

         A further description of this classification as a long-term liability
is provided in the revised seventh paragraph of Note 3 to the financial
statements.

         This Amendment No. 2 affects the original financial statements and the
footnotes as originally filed, only to the extent described above. We have also
made revisions to Management's Discussion and Analysis of Financial Condition
and Results of Operations to reflect these changes in our financial statements.
This Amendment No. 2 does not reflect events that have occurred after the
original filing of the Quarterly Report on Form 10-Q filed on May 16, 2005 and
does not modify or update the disclosures in the Quarterly Report on Form 10-Q
as filed in any way except with regard to the specific modifications described
in this Explanatory Note. This Amendment No. 2 should be read in conjunction
with the original filing of our Quarterly Report on Form 10-Q, Amendment No. 1
thereto filed August 3, 2005, and our other filings made with the Securities and
Exchange Commission subsequent to the filing of the original Quarterly Report on
Form 10-Q.


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
        ---------------------

                            SLS INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                            SLS INTERNATIONAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                       March 31,        December 31,
                                                                                         2005              2004
                                                                                     ------------      ------------
                                                                                     (unaudited)        (audited)
<S>                                                                                  <C>               <C>
Assets
Current assets:
     Cash                                                                            $  4,814,195      $ 10,712,858
     Certificates of deposit                                                            4,000,000                --
     Accounts receivable, less allowance for doubtful accounts of
       $45,000 as of March 31, 2005 and December 31, 2004                                 362,822           271,429
     Inventory                                                                          2,063,503         1,908,588
     Deposits - inventory                                                                 126,461            50,000
     Deposits - merger                                                                         --           100,000
     Prepaid expenses and other current assets                                            101,440           192,817
                                                                                     ------------      ------------
              Total current assets                                                     11,468,421        13,235,692
                                                                                     ------------      ------------

Fixed assets:
     Building                                                                           3,500,240                --
     Vehicles                                                                             255,044            51,949
     Equipment                                                                            234,805           234,805
     Leasehold improvements                                                               245,681           245,681
     Construction in progress                                                             320,508                --
                                                                                     ------------      ------------
                                                                                        4,556,278           532,435
Less accumulated depreciation                                                             141,472           105,131
                                                                                     ------------      ------------
              Net fixed assets                                                          4,414,806           427,304
                                                                                     ------------      ------------
                                                                                     $ 15,883,227      $ 13,662,996
                                                                                     ============      ============
Liabilities and Shareholders' Equity
Current liabilities:
     Current maturities of long-term debt and notes payable                          $     29,101      $     29,101
     Accounts payable                                                                     192,776           346,980
     Accrued liabilities                                                                   36,224           630,503
                                                                                     ------------      ------------
              Total current liabilities                                                   258,101         1,006,584

Accrued liability - D Warrants                                                            606,184                --
Notes payable, less current maturities                                                      9,732            10,951
                                                                                     ------------      ------------
              Total liabilities                                                           874,017         1,017,534
                                                                                     ------------      ------------

Commitments and contingencies:
Shareholders' equity:
     Preferred stock, Series A, $.001 par, 2,000,000 shares
       authorized; 233,700 and 346,873 shares issued as of
       March 31, 2005 and December 31, 2004                                                   234               347
     Preferred stock, Series B, $.001 par, 1,000,000 shares
       authorized; 193,050 and 196,050 shares issued as of
       March 31, 2005 and December 31, 2004                                                   193               196
     Preferred stock, Series C, $.001 par, 25,000 shares
       authorized; 14,450 and no shares issued as of
       March 31, 2005 and December 31, 2004                                                    14                --
     Deposits on Preferred stock, Series C                                                     --         8,849,420
     Contributed capital - preferred                                                   20,626,936         6,776,665
     Common stock, $.001 par; 75,000,000 shares authorized;
       43,032,810 shares and 41,751,080 shares issued as of
       March 31, 2005 and December 31, 2004                                                43,034            41,752
     Common stock not issued but owed; 703,071 and
       300,000 shares at March 31, 2005 and December 31, 2004                                 703               300
     Contributed capital - common                                                      24,709,498        21,882,091
     Unamortized cost of stock issued for services                                     (1,830,070)       (1,363,973)
     Retained deficit                                                                 (28,541,333)      (23,541,337)
                                                                                     ------------      ------------
              Total shareholders' equity                                               15,009,210        12,645,461
                                                                                     ------------      ------------
                                                                                     $ 15,883,227      $ 13,662,996
                                                                                     ============      ============
</TABLE>
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                       1
<PAGE>
                            SLS INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                                       For the Three Months
                                                         Ended March 31,
                                                ------------------------------
                                                    2005              2004
                                                ------------      ------------
Revenue                                         $    824,720      $    420,916
Cost of sales                                        486,162           252,916
                                                ------------      ------------
Gross profit                                         338,558           168,000
General and administrative expenses                3,032,430         2,956,689
                                                ------------      ------------
Loss  from  operations                            (2,693,872)       (2,788,689)

Other income (expense):
      Interest expense                                  (438)             (505)
      Gain on valuation of D warrants                899,928                --
      Interest and miscellaneous, net                 48,176             5,376
                                                ------------      ------------
                                                     947,667             4,871
                                                ------------      ------------
Loss before income tax                            (1,746,205)       (2,783,818)
Income tax provision                                      --                --
                                                ------------      ------------
Net loss                                          (1,746,205)       (2,783,818)
                                                ------------      ------------
Deemed dividend associated with
   beneficial conversion of preferred stock       (3,246,112)         (971,477)
Dividend - preferred series C                         (7,678)               --
                                                ------------      ------------
Net loss availiable to common shareholders      $ (4,999,995)     $ (3,755,295)
                                                ============      ============

Basic and diluted loss per share                $      (0.12)     $      (0.13)
                                                ============      ============
Weighted average shares outstanding               42,697,378        28,743,930
                                                ============      ============

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                       2

<PAGE>

                            SLS INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             For the Three Months
                                                                                Ended March 31,
                                                                        ------------------------------
                                                                            2005               2004
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
Operating activities:
     Net loss                                                           $ (1,746,205)     $ (2,783,818)
     Adjustments to reconcile net income to cash flows
       from operating activities:
          Depreciation and amortization                                       36,341            10,823
          Amortization of cost of stock issued for services                  253,903            70,005
          Expense of stock & options granted for services                    871,175           718,088
          Goodwill impairment charge                                              --         1,148,502
          Gain on valuation of D warrants                                   (899,928)               --
     Change in assets and liabilities:
          Accounts receivable, less allowance for doubtful accounts          (91,393)           43,298
          Inventory                                                         (154,915)         (258,068)
          Deposits - inventory                                               (76,461)               --
          Deposits - merger                                                  100,000                --
          Prepaid expenses and other current assets                           91,376                --
          Accounts payable                                                  (154,204)          (53,483)
          Accrued liabilities                                               (594,278)               90
                                                                        ------------      ------------
          Cash used in operating activities                               (2,364,589)       (1,104,563)
                                                                        ------------      ------------
Investing activities:
     Investment in certificates of deposit                                (4,000,000)               --
     Additions of fixed assets                                            (4,023,843)          (56,743)
                                                                        ------------      ------------
          Cash provided by (used in) investing activities                 (8,023,843)          (56,743)
                                                                        ------------      ------------
Financing activities:
     Sale of stock, net of expenses                                        4,490,988         2,671,850
     Acquistion of subsidiary                                                     --          (300,000)
     Borrowing on notes payable                                                   --                --
     Repayments of notes payable                                              (1,219)             (888)
                                                                        ------------      ------------
          Cash provided by financing activities                            4,489,769         2,370,962
                                                                        ------------      ------------
Increase (decrease) in cash                                               (5,898,663)        1,209,656
Cash, beginning of period                                                 10,712,858         1,482,786
                                                                        ------------      ------------
Cash, end of period                                                     $  4,814,195      $  2,692,442
                                                                        ============      ============
Supplemental cash flow information:
     Interest paid                                                      $        438      $         --
     Income taxes paid (refunded)                                                 --                --
     Dividend -preferred series C paid in common stock                         7,678                --

Noncash investing activities:
     Stock issued and options granted for services                      $    871,175      $    718,088
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       3
<PAGE>

                             SLS INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

       The accompanying unaudited condensed consolidated financial statements at
       March 31, 2005 have been prepared in accordance with U.S. generally
       accepted accounting principles for interim financial information and with
       the instructions to Form 10-Q and reflect all adjustments which, in the
       opinion of management, are necessary for a fair presentation of financial
       position as of March 31, 2005 and results of operations and cash flows
       for the three months ended March 31, 2005. All such adjustments are of a
       normal recurring nature. The results of operations for the interim period
       are not necessarily indicative of the results expected for a full year.
       Certain amounts in the 2004 financial statements have been reclassified
       to conform to the 2005 presentations. The statements should be read in
       conjunction with the financial statements and footnotes thereto included
       in our Form 10-KSB for the year ended December 31, 2004.

NOTE 2 - NOTES PAYABLE

       At December 31, 2004 and March 31, 2005, there is a note payable to an
       individual in the amount of $25,000. This note bears interest of 7% and
       is due in September 2005. There is also a note payable for equipment in
       the amount of $15,052 and $13,833 as of December 31, 2004 and March 31,
       2005, respectively. This note bears interest of 5.16% and matures in
       September of 2008. Interest expense for the year ended December 31, 2004
       and the quarter ended March 31, 2005 was $1,907 and $438 respectively.

NOTE 3 - STOCK TRANSACTIONS

       In July 2003, we entered into an endorsement agreement with the recording
       artist Sting through Steerpike Ltd. The agreement grants 1,100,000
       options in exchange for future endorsements of our products. Each option
       is convertible into one share of common stock at a strike price of $0.25
       and is exercisable for a period of five years. Expense associated with
       the options will be recorded over the two-year period of the agreement
       beginning July 31, 2003 and ending July 31, 2005. Expense will be
       recorded at fair market value, using the Black-Scholes pricing model, on
       an accelerated method, thereby recording a larger portion of the costs in
       the earlier months of the two-year period. Consulting expense relating to
       this agreement was $75,260 for the quarter ended March 31, 2005. As of
       March 31, 2005 approximately 1,081,850 of the 1,100,000 options have been
       earned and expensed. Expenses to be recorded in the remaining quarters of
       the year ended December 31, 2005 are unknown at this time because they
       are partly based on the market price over those periods.


                                       4

<PAGE>

       In November 2003, an agreement was signed with William Fischbach for
       consulting services to be performed November 10, 2003 to November 10,
       2006. As compensation for consulting services we issued 400,000 shares of
       common stock on November 11, 2003. Using the market value of the date the
       agreement was signed, the shares were valued at $780,000 and recorded as
       a debit in the equity section of the balance sheet as unamortized cost of
       stock issued for services. The cost is amortized over the three-year
       period of the agreement. Consulting expense relating to this agreement
       was $65,000 for the quarter ended March 31, 2005. On March 31, 2005 there
       was $418,671 remaining in unamortized stock issued for services for this
       agreement. The agreement also calls for the issuance of options, not to
       exceed an aggregate of 800,000, to Mr. Fischbach on January 1 of each
       year based on the previous year's performance levels. No options were
       issued on January 1, 2004 or 2005 under this agreement. As of March 31,
       2005, Mr. Fischbach had earned no options based on his performance in the
       quarter ended March 31, 2005. The agreement also calls for additional
       compensation to Mr. Fischbach in the form of a cash fee of 2% of the
       dollar amount of value provided in a merger, acquisition, or other
       transaction resulting directly from Mr. Fischbach's services. As of March
       31, 2005, Mr. Fischbach had earned no cash fee based on the value
       provided to us in the quarter ended March 31, 2005.

       In December 2004, an agreement was signed with W. Curtis Hargis Co.
       (Hargis) for consulting services. As compensation for consulting services
       we agreed to issue 100,000 options upon reaching an agreement with a
       retailer introduced to us by Hargis. This occurred on March 21, 2005. We
       also agreed to issue Hargis one option to purchase one share of common
       stock for every $100 in sales from the retailer provided that Hargis
       shall not be entitled to receive in excess of 500,000 options. The
       options have a term of three years and have a strike price equal to the
       average price of the Company's common stock for the five trading days
       immediately prior to the day the options are earned. As of March 31,
       2005, Hargis had earned 101,529 options to purchase common stock. Using
       the Black-Scholes pricing method, the options were valued at $62,886 and
       recorded as consulting expense in the quarter ended March 31, 2005. The
       agreement also calls for additional compensation to Hargis in the form of
       a cash fee of 2% of the net sales realized from the retailer. As of March
       31, 2005, Hargis had earned no cash fee based on the value provided to us
       in the quarter ended March 31, 2005.

       In January of 2005, the Company completed a private placement of 15,000
       shares of its Series C Preferred Stock for an aggregate purchase price of
       $15,000,000. The proceeds were $13,340,408, net of expenses. Expenses
       associated with the offering, are legal costs of $132,558 and expenses
       related to a finder's fee. The finder was compensated 6% of the gross
       offering funds received, $900,000, and 40,000 warrants for every
       $1,000,000 raised in the offering. The finder received 600,000 warrants,
       which were valued at $627,034 using the Black-Scholes pricing model.

                                       5

<PAGE>

       The Series C Preferred Stock contains a beneficial conversion feature.
       The feature allows the holder to convert each share of preferred to 400
       shares of common stock and accrues a 6% premium to the stated face value
       of the shares of preferred stock, which would be convertible into
       additional shares of common stock. A discount on preferred shares of
       $3,246,112 relating to the beneficial conversion feature was recorded. As
       of March 31, 2005, the full discount had been amortized to retained
       earnings.

       The 6% premium accrues to the face value of the preferred stock and
       compounds quarterly. As of March 31, 2005, the face value of the 14,450
       outstanding shares is $14,654,323, of which $204,323 is premium. The face
       value of the preferred stock is convertible into common stock at $2.50
       per share. As a result, on March 31, 2005, the 14,450 outstanding shares
       of preferred stock were convertible into 5,861,729 shares of common
       stock.

       Attached to each Series C Preferred share are 400 Class D warrants. Each
       Class D warrant has a term of five years and provides the right to
       purchase one share of our common stock at $6.00 per share, subject to
       certain adjustments. The Company may redeem the warrants and may require
       the holders to convert the preferred stock to common stock if certain
       conditions are met. Using the Black-Scholes model for pricing, the Class
       D warrants were valued at $1,506,112. In accordance with EITF 00-19, the
       warrants were recorded as a long-term liability and will be revalued at
       the end of each future quarter. As of March 31, 2005, the warrants were
       valued at $606,184. A gain from the valuation of D warrants of $899,928
       has been recognized in the quarter ended March 31, 2005.

       In the quarter ended March 31, 2005, 113,173 shares of preferred stock,
       series A, were converted to 1,131,730 shares of common stock. There are
       237,700 shares outstanding as of March 31, 2005.

       In the quarter ended March 31, 2005, 3,000 shares of preferred stock,
       series B, were converted to 30,000 shares of common stock. There are
       193,050 shares outstanding as of March 31, 2005.

       In the quarter ended March 31, 2005, 550 shares of preferred stock,
       series C, were converted into 220,000 shares of common stock. 100,000 of
       these common shares were not issued until April of 2005 and are therefore
       shown in these financial statements as stock not issued but owed as of
       March 31, 2005. There are 14,450 shares outstanding as of March 31, 2005.
       The premium on these converted shares was $7,678 and is recorded in these
       financial statements as a stock dividend. The premium converted at $2.50
       per share into an additional 3,071 shares of common stock. These shares
       were not issued as of March 31, 2005 and are therefore shown in these
       financial statements as stock not issued but owed.


                                       6

<PAGE>

       In the quarter ended March 31, 2005, 30,000 options were granted for
       consulting services. The options have a strike price equal to the market
       price on their grant date, ranging from $2.18 to $2.51. Using the
       Black-Scholes pricing model, the options were valued at $33,150 and
       recorded as consulting expense.

       In the quarter ended March 31, 2005, 730,000 options were granted to
       directors of the Company. The options have a strike price of $2.50. Using
       the Black-Scholes pricing model, the options were valued at $490,868 and
       recorded as compensation expense.

       In January of 2005, an agreement was signed with New AV Ventures, LLC
       (AV) for consulting services to be performed January 31, 2005 to January
       31, 2010. As compensation for consulting services the Company agreed to
       issue 300,000 shares of common stock. These shares were issued in April
       of 2005 and are therefore shown on these financial statements as shares
       not issued but owed as of March 31, 2005. Using the market value on the
       date the agreement was signed, the shares were valued at $720,000 and
       recorded as a debit in the equity section of the balance sheet as
       unamortized cost of stock issued for services. The cost will be amortized
       over the five-year period of the agreement. Consulting expense relating
       to this agreement was $36,000 for the quarter ended March 31, 2005. On
       March 31, 2005 there was $684,000 remaining in unamortized stock issued
       for services for this agreement. The Company also agreed to give AV a
       percentage of future sales to certain vendors and one option to purchase
       one share of common stock for each $100 of sales to vendors generated by
       AV provided that AV shall not be entitled to receive in excess of 700,000
       options. The options will have a term of five years and have a strike
       price equal to the average price of the Company's common stock for the
       five trading days immediately prior to January 1 of the following year.
       As of March 31, 2005, New AV Ventures, LLC has earned no cash fee or
       options under this agreement.

NOTE 4 - UNAMORTIZED COST OF STOCK ISSUED FOR SERVICES

       We have issued or agreed to issue shares of common stock and options as
       part of various consulting agreements. The costs of these issuances are
       recorded as a debit in the equity section of the balance sheet as
       unamortized cost of stock issued for services. The balance is amortized
       into consulting expense over the lives of the various consulting
       agreements. For the quarter ended March 31, 2005, $253,903 was amortized
       into consulting expense. Unamortized cost of stock issued for services
       was $1,830,070 as of March 31, 2005.

NOTE 5 - CONSULTING, PROMOTIONAL AND INVESTOR RELATIONS SERVICES

        Consulting and investor relation services expense was $746,569 for the
        quarter ended March 31, 2005. Consulting and investor relation expenses
        incurred are detailed below:

                                       7

<PAGE>

        Consulting expenses relating to stock issued for consulting agreements
        was $253,903 (See Note 4) in the quarter ended March 31, 2005.
        Consulting expenses relating to options issued for services was $171,296
        (See Note 3) for the quarter ended March 31, 2005.

        Various individuals and corporations performed consulting services and
        investor relation services for us during the quarter ended March 31,
        2005 and were paid $321,370.

NOTE 6 - BUILDING AND RELATED PARTY TRANSACTIONS

        We paid rent of $18,750 for January of 2005 to a company 50% owned by
        our President.

        In February of 2005, we exercised an option to purchase a building from
        a company 50% owned by our President. The purchase price was $3,500,000.
        We are currently in the process of moving into the new facility.

NOTE 7 - SUBSEQUENT EVENTS

        In April of 2005, we issued 400,000 shares of common stock that were
        owed as of March 31, 2005.

        The Company intends to make a rescission offer to all warrant holders
        who exercised warrants during the period from May 1, 2002 through May
        10, 2004. During such period, the registration statement that the
        Company filed with the US Securities and Exchange Commission to register
        the common stock issuable upon exercise of the warrants may not have
        been "current" because it had not been amended to include the Company's
        most recent audited financial statements. As a result, the former
        warrant holders may be entitled to rescind their purchases and the
        Company has decided to make the rescission offer. Once made, the
        rescission offer is open for 30 days. The rescission offer would require
        the Company to purchase warrants back at their original exercise price,
        $.50 for the Class A warrants and $3.00 for the Class B warrants, at
        each warrant holder's option. The current market price is well above the
        $.50 exercise price of the Class A warrants so no adjustment to the
        financial statements for the year ended December 31, 2004 or the quarter
        ended March 31, 2005 has been made for the rescission offer. The current
        market price is below the $3.00 exercise price of the Class B warrants.
        Only 16,600 Class B warrants were issued in the period, so any effect of
        the rescission offer would be immaterial to these financial statements,
        therefore, no adjustment has been made. If all warrant holders accepted
        the rescission offer, the Company would be required to pay $1,340,700
        plus interest, which amount would be reduced to the extent of the
        proceeds from any sales of the underlying common stock by the former
        warrant holders. Acceptance of the rescission offer by all former
        warrant holders could have a material adverse effect on these financial
        statements.

                                       8

<PAGE>

        From 2001 to 2003, we sold shares of our Convertible Preferred Stock,
        which is reflected in these financial statements as our Series A
        Preferred Stock. The Company recently discovered that the certificate of
        designation for the Convertible Preferred Stock had not been filed, and
        the Company made such filing in December of 2004. The delay in filing
        the certificate of designation may have resulted in the shares of
        Convertible Preferred Stock not being validly issued. The Company is
        making an assessment of the effects of the delay and will determine what
        actions it will take, if any, to remedy the effects of the delay.
        Because the current stock price is well above the conversion price, no
        adjustments to these financial statements have been recorded.

























                                       9

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

OVERVIEW

         We manufacture premium-quality loudspeakers and sell them through our
dealer networks. The speakers use our proprietary ribbon-driver technology and
are generally recognized in the industry as high-quality systems. We sell a
Professional Line of loudspeakers; a Commercial Line of loudspeakers; Home
Theatre systems; a line for recording and broadcast studios; a line for
contractor installations and touring companies; a line of in-wall, in-ceiling
and outdoor loudspeakers; and a line for the cinema and movie theater market.

         From the early 1990's through 1999 we derived substantially all of our
revenue from marketing, renting, selling and installing sound and lighting
systems under the name Sound and Lighting Specialist Inc. In June 1999, due to
the favorable customer acceptance of our custom-designed loudspeaker systems, we
ceased these historical operations and began focusing all efforts towards
becoming a loudspeaker manufacturer and selling to dealers and contractors on a
wholesale basis. As a result, we have been essentially in a development stage,
as we are bringing to market products that we introduced in 2000 and 2001 and
designing and bringing to market additional products.

         We began selling loudspeakers in June 2000 when we introduced our
Professional Line. We introduced our other lines of speakers in subsequent
years, with the most recent being the Cinema line, which we started selling in
2004. Our products are primarily sold through a network of approximately 200
dealers for our Professional and Commercial lines, 20 dealers for our Home
Theater line, and 15 foreign distributors. We recently began selling products
directly through a corporate sales department that targets major "big box"
retailers.

         The information in this section should be read together with the
financial statements, the accompanying notes to the financial statements and
other sections included in this report.

RESULTS OF OPERATIONS

         Quarter ended March 31, 2005 as compared to the quarter ended March 31,
2004. For the quarter ended March 31, 2005, revenue increased to $824,720 from
$420,916 in the 2004 period, a 96% increase, resulting primarily from the
positive results of a marketing program we started in January 2004 and our
increased production capabilities resulting from a facilities expansion
completed in December 2003. Our gross profit percentage increased to
approximately 41% in the 2005 period from approximately 40% in the 2004 period,
primarily as a result of the introduction of new proprietary products,
manufacturing efficiencies in our new facility, and reduced materials cost by
purchasing in volume.


                                       10

<PAGE>

         General and administrative expenses for the 2005 first quarter
increased to $3,032,430 ($916,067 of which were non-cash charges) from
$2,956,689 ($1,502,845 of which were non-cash charges) in the 2004 first
quarter, a relatively insignificant increase of $75,741. The following table
compares categories of our general and administrative expenses in the first
quarter of 2005 to the first quarter of 2004:

                                                    Three Months Ended
                                                -------------------------
                                                 March 31,      March 31,
                                                   2005           2004
                                                ----------     ----------
Non-cash G&A expense items:
---------------------------
Charges for stock and options issued for
  consulting and investor relation services     $  425,199     $  654,343
Charges for options issued to directors            490,868             --
Impairment charge - Evenstar, Inc.                      --        848,502
                                                ----------     ----------

Total non-cash G&A expenses                        916,067      1,502,845

Cash G&A expense items:
-----------------------
Consulting and investor relation services          321,370        361,600
Advertising and promotion                          812,747         82,366
Acquisitions - SA Sound                                 --        109,165
Acquisitions - Expiration of BG deal               100,000             --
Impairment charge - Evenstar, Inc.                      --        300,000
Other cash G&A expenses                            882,245        600,713
                                                ----------     ----------

Total cash G&A expenses                          2,116,363      1,453,844
                                                ----------     ----------

Total G&A expenses                              $3,032,430     $2,956,689
                                                ----------     ----------

         Other income (expense) increased to net other income of $947,667 in the
2005 first quarter as compared to net other income of $4,871 in the 2004 first
quarter, primarily due to a non-cash gain on valuation of D warrants in the
amount of $899,928, as well as increased amounts of cash following our private
placement of Series C Convertible Preferred Stock, which earned interest in bank
accounts and certificates of deposit.

         Due principally to the gross profit increase and the increase in net
other income, partially offset by the slight increase in general and
administrative expense, our net loss decreased to $1,746,205 in the first
quarter of 2005 as compared to a net loss of $2,783,818 in the comparable
quarter of 2004.

FINANCIAL CONDITION

         On March 31, 2005, our current assets exceeded current liabilities by
$11,210,757, compared to an excess of $12,229,108, on December 31, 2004. Total
assets exceeded total liabilities by $15,009,210, compared to an excess of total
assets over total liabilities of $12,645,461 on December 31, 2004. The changes
in working capital, total assets, and total liabilities were principally due to
the receipt of $13,340,408 in net proceeds from the closing of our private
placement ($8,849,420 of which had been received prior to December 31, 2004) and
the purchase of our new headquarters and manufacturing facility for $3,500,000.
In the first quarter of 2005, we also invested $203,095 for a new vehicle,
$320,508 for improvements to the new headquarters and manufacturing facility,
reduced accounts payable by $154,204, and reduced accrued liabilities by

                                       11

<PAGE>

$594,716, as we paid a $600,000 liability accrued at December 31, 2004 for a
finder's fee in connection with the January 2005 private placement of Series C
Preferred Stock. We also recorded the warrants issued in the January 2005
private placement as a long-term liability in accordance with EITF 00-19, and
revalued the warrants on March 31, 2005 at $606,184. Deposits - Merger decreased
to $0, as we wrote off the $100,000 paid pursuant to Bohlender-Graebener
Corporation upon expiration of such agreement. Deposits - Inventory increased by
approximately $76,000 as we placed additional orders for materials to meet our
increased production levels. On March 31, 2005, we had a backlog of orders of
approximately $150,000.

         We have experienced operating losses and negative cash flows from
operating activities in all recent years. The losses have been incurred due to
the development time and costs in bringing our products through engineering and
to the marketplace.

         In order to continue operations, we have been dependent on raising
additional funds, and as discussed above, on January 4, 2005, we completed a
private placement of 15,000 shares of our Series C Convertible Preferred Stock
for an aggregate purchase price of $15 million (net proceeds of $13,340,408).
The investors also received five-year warrants to purchase an aggregate of
6,000,000 shares of our common stock at an exercise price of $6.00 per share,
subject to certain adjustments. The preferred stock is initially convertible, at
the holder's option, into an aggregate of 6,000,000 shares of our common stock,
at a conversion price of $2.50 per share, subject to certain adjustments, and
accrues a 6% premium to the stated value of the shares of preferred stock, which
would be convertible into additional shares of common stock. We may redeem the
warrants (or require the holder to exercise them) and may require holders to
convert the preferred stock to common stock if certain conditions are met.
Through March 31, 2005, holders had converted 550 shares of the Series C
Preferred Stock into common stock, leaving 14,450 shares of Series C Preferred
Stock outstanding.

         In the 2004 first quarter, we entered into an agreement with the owners
of SA Sound B.V. and SA Sound USA, Inc. giving us an option to acquire said
companies at any time prior to February 27, 2004 for a purchase price of 370,000
euros, or approximately $467,000. We paid approximately $63,000 for this option.
The option agreement entitled us to a refund of the option price if the due
diligence performed disclosed any material adverse facts. After completion of
the due diligence, we determined not to exercise the option to purchase and we
have asserted a right to a refund of the option price. The sellers have
challenged the return of the option fee.

         On March 12, 2004, we acquired Evenstar, Inc., by a merger with and
into our newly formed, wholly owned subsidiary, Evenstar Mergersub, Inc.
Evenstar is the owner of one issued patent and a second patent that was issued
in September 2004. The patents are for Evenstar's digital amplification
technology, which provides for substantially reduced production costs compared
to amplifiers of comparable quality. In consideration for Evenstar, we paid
$300,000 in cash and issued 300,000 shares of common stock to the stockholders
of Evenstar. In connection with the acquisition, we hired the former president
of Evenstar as the head of our new electronics division, with responsibility for
designing and developing new electronics products. Our ability to integrate
Evenstar into our operations will have a substantial effect on our future
performance.





                                       12

<PAGE>

         On April 2, 2004, we entered into a strategic alliance agreement with
Bohlender-Graebener Corporation ("BG"). We paid BG $100,000 on April 2, 2004 for
this agreement. The agreement term is for one year and can be extended for any
length of time after the first year by mutual agreement between BG and us.
During the term of the agreement BG is required to work with us, diligently and
in good faith, to consummate a merger. During the first six months of the
agreement, BG is not permitted to solicit any offer to purchase BG, and is not
permitted to respond to any unsolicited offer. In addition to the above, BG has
granted us exclusive sales and marketing rights to certain BG products and we
have committed to purchase certain minimum quantities of various BG products at
agreed-upon prices. Those purchase commitments are as follows; $175,000 in the
third quarter of 2004, $175,000 in the fourth quarter of 2004, and $200,000 in
the first quarter of 2005. In the event no agreement to merge the companies on
mutually acceptable terms can be reached before termination of the agreement, BG
will be entitled to keep the $100,000 cash payment as consideration for its
performance under the agreement. In October 2004, we agreed to pay BG an
additional $100,000 to extend certain terms of the strategic alliance agreement.
In addition to the $100,000 payment, we also agreed to purchase 500 units of
product. In return BG agreed to extend exclusive merger negotiations by six
months, provide exclusivity for one of its products to us, and provide $100,000
in discounts against future product purchases. This agreement expired in April
2005.

         There is intense competition in the speaker business with other
companies that are much larger and national in scope and have greater financial
resources than we have. We will require additional capital to continue our
growth in the speaker market. We are relying upon our ability to obtain the
necessary financing through the issuance of equity and upon our relationships
with our lenders to sustain our viability. On March 31, 2005, we had $4,814,195
in cash, a certificate of deposit for $2,000,000 maturing on December 10, 2005,
and a certificate of deposit for $2,000,000 maturing on January 7, 2006. We
believe this cash is more than sufficient to fund our planned operations for at
least the next twelve months.

         In the past, we have been able to privately borrow money from
individuals by the issuance of notes, and we have been able to raise money by
the issuance of preferred stock and common stock. We intend to continue to do so
as needed. However, we cannot be certain that we will continue to be able to
successfully obtain such financing. If we fail to do so, we may be unable to
continue as a viable business.

FORWARD-LOOKING INFORMATION

         This report, as well as our other reports filed with the SEC and our
press releases and other communications, contain forward-looking statements made
pursuant to the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Forward-looking statements include all statements regarding our
expected financial position, results of operations, cash flows, dividends,
financing plans, strategy, budgets, capital and other expenditures, competitive
positions, growth opportunities, benefits from new technology, plans and
objectives of management, and markets for stock. These forward-looking
statements are based largely on our expectations and, like any other business,
are subject to a number of risks and uncertainties, many of which are beyond our
control. The risks include those stated in the "Risk Factors" section of our

                                       13

<PAGE>

Annual Report on Form 10-KSB and economic, competitive and other factors
affecting our operations, markets, products and services, expansion strategies
and other factors discussed elsewhere in this report, our Annual Report on Form
10-KSB and the other documents we have filed with the Securities and Exchange
Commission. In light of these risks and uncertainties, there can be no assurance
that the forward-looking information contained in this report will in fact prove
accurate, and our actual results may differ materially from the forward-looking
statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
         -----------------------------------------------------------

         Our only current borrowing is under (1) a $25,000 note accruing
interest at 7% and due in September 2005 and (2) a note payable on equipment in
the principal amount of $13,833 at March 31, 2005, which bears interest at 5.16%
and matures in September 2008. Both of these notes are at fixed rates and are
not subject to fluctuation based on changes in interest rates.

         Our management has invested $4,000,000 of current excess cash in two
$2,000,000 certificates of deposit. One CD earns interest at 3.34% per annum and
matures on December 10, 2005, and the other earns interest at 3.00% per annum
and matures on January 7, 2006. The selection of this investment was made with
the primary goal of preservation of principal, while obtaining a fixed yield. We
have no other investments that are subject to market risk.

ITEM 4.  CONTROLS AND PROCEDURES.
         ------------------------

         As of March 31, 2005, our Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of March 31, 2005.

         As a result of the audit of our financial statements for the year ended
December 31, 2002, we were required to make restatements and reclassifications
of our unaudited financial statements filed for the quarters ended March 31,
June 30 and September 30, 2002. Such restatements and reclassifications call
into question the effectiveness of our disclosure controls and procedures. In
2004, we hired a consultant to examine and consider enhancements to such
controls and procedures. The consultant's work will continue throughout 2005.

         We have made no changes in our internal control over financial
reporting during the quarter ended March 31, 2005 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

















                                       14

<PAGE>


                           PART II - OTHER INFORMATION

Item 6.   Exhibits.
------    --------
         The following are being filed as exhibits to this Report:

            Exhibit No.          Description of Exhibit
            -----------          ----------------------
                31               Rule 13a-14(a) / 15d-14(a) Certifications
                32               Section 1350 Certifications





























                                       15

<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             SLS INTERNATIONAL, INC.
                                             (Registrant)





Date: November 16, 2005                         By /s/ John Gott
                                                   -----------------------------
                                                   John Gott
                                                   President and
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)

































                                       16