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

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 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: 001-32428

                             TARPON INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                     MICHIGAN                          30-0030900
          (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)           Identification No.)

                               2420 Wills Street,
                              Marysville, Michigan
                                      48040
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (810) 364-7421
              (Registrant's telephone number, including area code)

                                       N/A
             (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|

         The number of the registrant's common shares outstanding as of August
5, 2005 was 4,640,130.



<PAGE>


                             TARPON INDUSTRIES, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 2005

                                TABLE OF CONTENTS

                                                                            PAGE

PART I - FINANCIAL INFORMATION.................................................2

 ITEM 1.    FINANCIAL STATEMENTS...............................................2

 ITEM 2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL
            CONDITION  AND RESULTS OFOPERATIONS...............................17
 ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........25

 ITEM 4.    CONTROLS AND PROCEDURES...........................................27

PART II - OTHER INFORMATION...................................................29

         ITEM 1.           LEGAL PROCEEDINGS..................................29

         ITEM 2.           DEFAULTS UPON SENIOR SECURITIES....................29

         ITEM 4.           SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS..29

         ITEM 5.           OTHER INFORMATION..................................30

         ITEM 6.           EXHIBITS...........................................30


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             TARPON INDUSTRIES, INC.

INDEX TO FINANCIAL STATEMENTS

                                                                           Page
Tarpon Industries, Inc.
Consolidated Balance Sheets --- June 30, 2005 and December 31, 2004...........3
Consolidated Statements of Operations --- For the Three and Six Months
Ended June 30, 2005 and 2004..................................................4
Consolidated Statements of Cash Flows --- For the Six Months Ended June 30,
     2005 and 2004............................................................5
Notes to Consolidated Financial Statements....................................6


<PAGE>



                    TARPON INDUSTRIES, INC. AND SUBSIDIARIES
                 (Formerly known as Wall St. Acquisitions, Inc.)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                   June 30,      December 31,
                                                                    2005            2004
                                                                    --------------------

ASSETS: .......................................................      (unaudited)
CURRENT ASSETS:
<S>                                                               <C>             <C>
Cash and cash equivalents .....................................   $    807,853    $    257,786
Accounts receivable (less allowance for doubtful
ccounts for 2005 of $133,723
     and for 2004 of $335,884) ................................      6,753,210       8,327,708

Inventories ...................................................      7,703,672       7,604,384

Prepaid expenses ..............................................        412,172         569,040

Prepaid initial public offering expenses ......................           --         2,076,468

Deposits ......................................................         94,447         265,116

Deferred tax asset ............................................         57,473          52,552

Capitalized acquisition costs .................................         13,660         131,428
                                                                        ------         -------
      Total current assets ....................................     15,842,487      19,284,482


Property plant and equipment - net ............................     10,669,149         635,051

Deferred financing costs ......................................         74,042          71,812

Deferred tax asset ............................................        189,929            --

Goodwill ......................................................      3,689,218       1,279,810

Intangible assets, net of amortization ........................      1,542,562         436,638
                                                                     ---------         -------
TOTAL ASSETS ..................................................   $ 32,007,387    $ 21,707,793
                                                                  ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
Short-term debt ...............................................   $ 10,265,056    $ 11,467,706

Accounts payable - trade ......................................      6,303,730       8,345,395

Accrued expenses ..............................................      1,324,942         781,222

Success fees ..................................................        222,222         233,333

Income taxes payable ..........................................         37,072         135,712

Current maturities on long-term debt ..........................      3,741,741         405,107
                                                                     ---------         -------
     Total current liabilities ................................     21,894,763      21,368,475


Long-term debt less current maturities ........................      1,509,437       1,314,218

Other long-term liabilities ...................................         13,079          64,286

Long-term success fees, less current maturities ...............         66,667            --

SHAREHOLDERS' EQUITY (DEFICIT):
Common shares; no par value, authorized, 20,000,000
shares at June 30, 2005 and 10,000,000 shares at
December 31, 2004; issued and outstanding,

4,640,130 shares at June 30, 2005 and 1,229,732
shares at December 31, 2004 ...................................     14,804,225       2,130,952

Accumulated deficit ...........................................     (6,488,888)     (3,411,380)

Foreign currency translation ..................................        208,104         241,242
                                                                       -------         -------
          Total shareholders' equity (deficit) ................      8,523,441      (1,039,186)
                                                                     ---------      ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)               $ 32,007,387   $ 21,707,793
                                                                   ============   ============
</TABLE>

<PAGE>
                    TARPON INDUSTRIES, INC. AND SUBSIDIARIES
                 (Formerly known as Wall St. Acquisitions, Inc.)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        Three Months Ended June 30,              Six Months Ended June 30,
                                                    -------------------------------------   ------------------------------------
                                                          2005                2004               2005                 2004
                                                    -----------------    ----------------   ----------------     ---------------
REVENUES:
<S>                                                     <C>                 <C>                <C>                  <C>
Sales, net of customer discounts                        $ 15,086,908        $ 11,992,602       $ 29,105,264         $11,992,602

Cost of goods sold                                        14,192,483          10,490,443         27,426,915          10,490,443
                                                    ----------------------------------------------------------------------------

         Gross profit                                        894,425           1,502,159          1,678,349           1,502,159

Selling, general and administrative expenses               2,121,866           1,107,867          4,480,482           1,269,161
                                                    -----------------    ----------------   ----------------     ---------------

OPERATING (LOSS) INCOME                                   (1,227,441)            394,292         (2,802,133)            232,998

OTHER (INCOME) EXPENSE:
Miscellaneous (income) expense                                27,989             (21,426)            41,352             (21,426)
Interest expense                                             186,818             330,733            458,148             334,515
Financing costs                                               14,776             137,051             29,691             137,051
Interest and dividend income                                     (44)               (592)            (4,849)               (592)
Foreign exchange                                              71,114              48,441            (53,346)             48,441
                                                    -----------------    ----------------   ----------------     ---------------
         Total other (income) expense                        300,653             494,207            470,996             497,989
                                                    -----------------    ----------------   ----------------     ---------------

LOSS BEFORE INCOME TAXES                                  (1,528,094)            (99,915)        (3,273,129)           (264,991)
PROVISION FOR INCOME TAXES                                   (60,295)            113,021           (195,621)            113,021
                                                    -----------------    ----------------   ----------------     ---------------

NET LOSS                                                $ (1,467,799)         $ (212,936)      $ (3,077,508)         $ (378,012)
                                                    =================    ================   ================     ===============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                $ (0.32)            $ (0.17)           $ (0.82)            $ (0.31)
                                                    =================    ================   ================     ===============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       4,640,130           1,229,732          3,740,386            1,224,842
                                                           =========           =========          =========           =========

</TABLE>
<PAGE>



                    TARPON INDUSTRIES, INC. AND SUBSIDIARIES
                 (Formerly known as Wall St. Acquisitions, Inc.)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                       Six Months Ended June 30,
                                                                                       --------------------------
                                                                                             2005            2004
                                                                                     ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>             <C>
Net loss                                                                             $ (3,077,508)   $   (378,012)
Adjustments to reconcile net loss to net cash provided by operating activities:
       Depreciation and amortization                                                      334,257         255,337
       Unrealized foreign currency loss (gain)                                            (24,374)          2,274
       Non-employee stock options                                                         424,200             -
       Deferred tax benefit                                                              (194,916)            -
       Stock issued for consulting services                                                   -            50,000
       Changes in assets and liabilities:
              Accounts receivable (increase) decrease                                   1,574,498        (340,261)
              Inventory (increase) decrease                                             1,061,135      (1,920,192)
              Prepaid expenses (increase) decrease                                         51,821        (406,160)
              Accounts payable and accrued expenses (decrease)                         (2,361,600)     (1,016,314)
             Income taxes payable (decrease)                                              (91,999)        122,498
                                                                                     ------------    ------------
        Net cash used in operating activities                                          (2,304,486)     (3,630,830)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash received                                                     (8,151,820)       (321,736)
Capital and other expenditures                                                           (138,429)        (17,517)
                                                                                     ------------    ------------
         Net cash used in investing activities                                         (8,290,249)       (339,253)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares (net of issuance costs paid in 2005 of
$ 1,154,485)                                                                           13,512,121             -
Initial public offering expenditures                                                          -           (23,465)
Financing costs                                                                           (20,000)       (161,330)
Net borrowings on credit facilities                                                       708,587       1,134,907
Proceeds from 2004 bridge note financing                                                      -         2,150,000
Proceeds from issuance of long term debt                                                1,714,524       1,165,726
Repayment of long-term obligations                                                       (341,467)        (55,897)
Repayment of short-term obligations                                                    (4,420,743)            -
                                                                                                     ------------
        Net cash provided by financing activities                                      11,153,022       4,209,941
IMPACT OF FOREIGN CURRENCY EXCHANGE ON CASH                                                (8,220)            -
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 550,067         239,858
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            257,786          22,454
                                                                                     ------------    ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                             $    807,853    $    262,312
                                                                                     ============    ============
Supplemental disclosure of cash flow information:
Non-cash transactions:
        Success fee obligation for acquisition                                       $    200,000    $    400,000
                                                                                     ============    ============
        Accrued initial public offering expenditures                                 $    427,913      $      -
                                                                                     ============    ============
        Stock issued as payment of debt                                              $    303,180      $      -
                                                                                     ============    ============
        Issuance of debt to purchase land and building                               $  4,141,488      $      -
                                                                                     ============    ============
        Obligations incurred in Steelbank acquisition                                 $       -      $  1,175,520
                                                                                     ============    ============
        Issuance of stock warrants                                                    $       -      $    651,583
                                                                                     ============    ============
</TABLE>


<PAGE>


                    TARPON INDUSTRIES, INC. AND SUBSIDIARIES
                 (Formerly known as Wall St. Acquisitions, Inc.)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.       Financial Statement Presentation

         We prepared our unaudited interim financial statements pursuant to the
Securities and Exchange Commission's rules. Accordingly, they do not include all
of the information and notes normally included in our annual financial
statements prepared in accordance with generally accepted accounting principles.
We believe, however, that the disclosures are adequate to make the information
presented not misleading.

         The unaudited interim financial statements in this report reflect all
adjustments which are, in our opinion, necessary to a fair statement of the
results for the interim periods presented. All of these adjustments that are
material are of a normal recurring nature. Our operating results for the
six-month period ended June 30, 2005 do not necessarily indicate the results
that should be expected for the year ending December 31, 2005. The unaudited
interim financial statements should be read together with the financial
statements and related notes included in our Annual Report on Form 10-K/A for
the year ended December 31, 2004.

Periodically during the second quarter of 2005, the Company maintained a balance
in one financial institution in excess of the federally insured limit of
$100,000.

2.       Acquisitions by the Company

         Tarpon Industries, Inc. (formerly known as Wall St. Acquisitions, Inc.)
(the "Company") was incorporated in Michigan on January 16, 2002. The Company
completed two acquisitions in 2004. Eugene Welding Co., or "EWCO," was acquired
in April 2004, and Steelbank, Inc., or "Steelbank," was acquired in May 2004.
EWCO manufactures structural steel tubing and steel storage rack systems at two
manufacturing facilities in Michigan, north of Detroit. Steelbank, at such time,
acted only as a distributor and sales representative for the sale of third party
structural and mechanical steel tubing.

         In February 2005 the Company, through Steelbank, completed the
acquisition of the assets, other than the land and plant building, of the Haines
Road facility of Bolton Steel Tube Co., Ltd., or "Haines Road", and in May 2005
it completed the acquisition of the land and plant building. The Haines Road
facility, located near Toronto, Ontario Canada, manufactures primarily
mechanical steel tubing at a manufacturing facility located near Toronto,
Ontario, Canada. On April 6, 2005, Steelbank, Inc. changed its name to Steelbank
Tubular, Inc., and relocated to the Haines Road facility.

         The aggregate purchase price including expenses related to the Haines
Road acquisition transaction was approximately $10,190,000 (Cdn.$12,489,000)
consisting of (1) approximately $9,211,000 (Cdn.$11,289,000) payable in cash (2)
approximately $979,000 (Cdn.$1,200,000) secured, subordinated promissory note,
either payable 15 months after closing or by offsetting adjustments made after
closing or for purchases by Bolton from Haines Road. The purchase price
consisted of $9,689,000 (Cdn.$11,875,000) for the assets acquired, a $200,000
success fee in connection with the transaction, payable to Bainbridge Advisors
over 24 months, and approximately $301,000 in expenses related to the
transaction. We funded a portion of the purchase price with proceeds from our
initial public offering and from a term loan described in Note 6.

<PAGE>

         Pursuant to a Guarantee between Tarpon and Bolton, Tarpon guaranteed
Steelbank Tubular, Inc.'s obligations under the secured subordinated promissory
note executed by Steelbank Tubular, Inc. in favor of Bolton. As part of the
transaction, we have agreed not to compete with Bolton with respect to
hot-dipped galvanized products for a period of six months after closing. Bolton
also agreed not to compete with Tarpon on the pre-galvanized tubing market for
six months.

         On May 18, 2005, Steelbank Tubular, Inc. purchased the Haines Road real
estate assets, including closing fees and expenses, for $4,638,000 (Cdn.
$5,870,000), consisting of (1) approximately $530,000 (Cdn. $670,000) in cash,
(2) approximately $2,765,000 (Cdn. $3,500,000) one year mortgage bridge
financing, and (3) seller financing of approximately $948,000 (Cdn. $1,200,000)
and $395,000 (Cdn. $500,000) payable August 18, 2006 in second and third
mortgage financing, respectively.

         The Company had leased the Haines Road real estate during the period
between the acquisition closing date and the real estate closing date at a
monthly rent of approximately $62,300 (Cdn.$75,000).

         The following table summarizes the assets acquired and liabilities
assumed in connection with the acquisition of the Haines Road:



                                           Haines Road **
                                          ------------------
Current assets                                $   1,183,000

Property, plant and equipment                     5,356,000

Goodwill                                          2,439,000

Other intangible assets                           1,212,000

Land and buildings                                4,638,000
                                          ------------------
Total assets acquired                         $  14,828,000
                                          ==================



** converted at the exchange rate in effect at the dates of acquisition

         The following unaudited pro forma consolidated information is provided
as if the acquisition of the Haines Road facility and EWCO had occurred as of
the beginning of the applicable period. The unaudited pro forma information does
not reflect any benefits from synergies that might be achieved from combining
operations and does not reflect the actual results that would have occurred, nor
is it necessarily indicative of future results of operations of the combined
companies. The unaudited pro forma amounts include adjustments that are based
upon available information and various assumptions that the Company believes are
reasonable.

<TABLE>
<CAPTION>
                                             Three Months Ended June 30,            Six Months Ended June 30,
                                             ---------------------------            ------------------------

                                                           2005            2004           2005            2004
                                                           ----            ----           ----            ----



<S>                                                <C>             <C>            <C>             <C>
 Net sales                                         $ 15,086,908    $ 17,710,525   $ 31,570,889    $ 32,731,209
Income (loss) before taxes                         $ (1,574,380)   $    449,439   $ (2,937,910)   $    383,862
 Net income (loss)                                 $ (1,496,033)   $     10,975   $ (2,691,971)   $   (184,459)

Net loss per common share - basic and diluted      $      (0.32)   $       0.00   $      (0.58)   $      (0.04)
Weighted average number of common shares
outstanding                                           4,640,130       4,640,130      4,640,130       4,635,240
</TABLE>
<PAGE>


3.       Goodwill and Intangible Assets

The changes in goodwill and intangible assets for the first six months of 2005
are as follows:
<TABLE>
<CAPTION>

                                                                             Covenant
                                                         Customer            Not to
                                            Goodwill      Base               Compete          Total
                                            --------      ----               -------          -----

<S>                                           <C>            <C>            <C>            <C>
Balance at December 31, 2004, net         $ 1,279,810    $    89,223    $   347,415    $ 1,716,448
                                                           2,417,098      1,200,624      3,617,722
Acquisition of Haines Road                        -
                                                                                            (8,144)
Foreign currency impact                        (7,690)         6,470         (6,923)
                                                             (55,344)       (38,903)       (94,246)
2005 amortization                                 -
                                          -----------    -----------    -----------    -----------
Balance at June 30, 2005, net             $ 3,689,218    $ 1,240,973    $   301,589    $ 5,231,780
                                          ===========    ===========    ===========    ===========

</TABLE>

         Steelbank Tubular, Inc. had accumulated amortization related to the
customer lists of Steelbank Tubular, Inc. and Haines Road as at June 30, 2005 of
$58,877. Steelbank Tubular also had accumulated amortization related to a
covenant not to compete as of June 30, 2005 of $72,798. The covenant not to
compete is being amortized on a straight-line basis over the life of the
agreement which is six years. The customer bases are amortized in proportion to
their expected future benefits. Annual estimated total amortization expense is
as follows:


2005                                 $      134,399
2006                                        269,392
2007                                        276,243
2008                                        264,825
2009                                        222,582
Thereafter                                  375,121
                                            -------
Total                                $    1,542,562
                                     ===============

<PAGE>


4.  Details of Balance Sheet

INVENTORIES:

                                    June 30,               December 31,
                                      2005                     2004
                                   -----------------   ---------------------
Raw materials                          $  4,346,140     $      4,289,648
Work in process                             313,853              602,390
Finished goods                            2,835,597            2,599,276
Supplies                                    208,082              113,070
                                   -----------------   ---------------------
     Total                             $  7,703,672          $ 7,604,384
                                   =================   =====================


         The Company has no inventory obsolescence reserve as of June 30, 2005.

PROPERTY, PLANT AND EQUIPMENT:

                                                   June 30,        December 31,
                                                       2005            2004
                                               ------------    ------------
Land                                           $  2,313,179               -
Building and leasehold improvements               2,913,516         211,622
Machinery and equipment                           5,462,071         394,554
Computer equipment                                  155,159          32,710
Transportation equipment                             54,532          24,500
Furniture and fixtures                               70,962          77,090
                                                     ------          ------
      Total                                      10,969,419         740,476
Accumulated depreciation and amortization          (300,270)       (105,425)
                                                   --------        --------
      Net property, plant and equipment        $ 10,669,149    $    635,051
                                               ============    ============

<PAGE>


5.  Short-Term Debt

         Short-term debt was as follows:
<TABLE>
<CAPTION>

                                                              June 30,            December 31,
                                                              2005                  2004
                                                          ----------------- ---------------------
<S>                                                                <C>             <C>
Steelbank revolving credit facility (see note 6)               $ 1,654,333     $        -
EWCO revolving credit facility (see note 6)                      5,765,640          6,711,387
First mortgage on Haines Road facility                           2,845,083

Note issued in connection with redemption of EWCO shares                 -            670,000

Note issued with acquisition of Steelbank                                -            764,388

Full recourse factoring liabilities                                      -          1,171,931

Bridge loan payable                                                      -          2,150,000
                                                          ----------------- ---------------------
      Total*                                                  $ 10,265,056       $ 11,467,706
                                                          ================= =====================
</TABLE>

* See the current portion of long-term debt table below

6.       Long-Term Debt and Capital Leases

         Long-term debt and capital lease obligations were as follows:

                                                    June 30,        December 31,
                                                      2005                 2004
                                                 ------------------ ------------
Steelbank term loan .............................   $ 1,624,329        $   -
EWCO term loan ..................................     1,208,133      1,347,533
Second mortgage on Haines Road facility .........       977,040
Third mortgage on Haines Road facility                  407,100            -
Note payable to Bolton Steel Tube Company, Ltd. .       787,748            -
Notes payable to former shareholders of Steelbank       219,834        336,272

Other, including capital lease obligation .......        26,994         35,520
                                                    -----------    -----------
      Total .....................................     5,251,178      1,719,325
Current portion* ................................    (3,741,741)      (405,107)
                                                    -----------    -----------
Long-term portion ...............................   $ 1,509,437    $ 1,314,218
                                                    ===========    ===========

* The current portion of long-term debt is comprised of the following:

<PAGE>

Current Portion of Long-Term Debt
                                                        June 30,    December 31,
                                                             2005         2004
                                                       ----------   ----------
Steelbank term loan * ................................. $1,624,329      -
EWCO term loan * ...................................... 1,208,133      278,800
Note payable to Bolton Steel Tube Company, Ltd. .......   787,748       -
Notes payable to former shareholders of Steelbank .....   109,917       112,091
Other, including capital lease obligation .............    11,614       14,216
                                                       ----------   ----------
     Total** ..........................................$3,741,741   $  405,107
                                                       ==========   ==========


* Reclassified as current due to non-compliance with certain financial covenants
**See the short-term debt table above

 Steelbank Loan Agreement

         On February 17, 2005, Steelbank entered into a Loan Agreement with
LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch. The
credit facility provides for a revolving credit line in the maximum principal
amount of $8,000,000 Canadian dollars, subject to a borrowing base based on
eligible inventory and receivables and subject to reserves, and the Steelbank
term loan in the principal amount of $2,100,000 Canadian dollars.

         Borrowings of Canadian dollars under the revolving credit facility bear
interest at a floating rate equal to the Lender's Canadian prime rate plus an
applicable margin of between 0.75% and 1.25%. Borrowings of U.S. dollars under
the revolving credit facility bear interest at a floating rate equal to the
Lender's U.S. prime rate. Under certain circumstances, Steelbank has the option
to convert all or any part of its Canadian or United States borrowings to an
interest rate equal to a Libor rate plus an applicable margin of between 2% and
2.75% or the Canadian Dollar Offer rate plus an applicable margin of
between 2.05% and 2.80%. Interest on the revolving credit facility is payable
monthly in arrears plus .50% per year on the unused line of credit and an
approximately $1,666 monthly administrative fee. The full amount borrowed under
the revolving credit facility will mature on February 17, 2008, subject to
renewal by the Lender and Steelbank on terms yet to be determined. As of August
1, 2005, approximately $1,619,000 (Cdn. $2,057,683) was borrowed under the
revolving line of credit, approximately $1,602,000 (Cdn. $1,960,000) was
outstanding under the Term Loan, and approximately $728,000 (Cdn.$890,846) was
available for borrowing, based on qualifying accounts receivable and inventory,
under the revolving credit facility, assuming revision of existing financial
covenants.

         Principal on the term loan is payable in sixty equal monthly
installments of $35,000 Canadian dollars beginning on April1, 2005. The term
loan bears interest, which is payable monthly in arrears, at a floating rate
equal to the Lender's Canadian prime rate plus an applicable margin of between
..75% and 1.25%. The entire amount of the term loan facility will mature on March
1, 2010.

         The obligations under the Loan Agreement are unconditionally guaranteed
by Tarpon, and are secured by a security interest in substantially all of the
tangible and intangible assets of Steelbank and Tarpon, other than Tarpon's
common shares of Eugene Welding Company. Steelbank's obligations under the Loan
Agreement are also secured by a pledge of the capital stock of Steelbank
pursuant to a share pledge agreement between Tarpon and the Lender.
<PAGE>

         The Loan Agreement contains customary covenants that will limit the
ability of Steelbank Tubular to, among other things, guarantee additional
indebtedness, incur indebtedness, create liens, pay dividends, make certain
types of investments, enter into transactions with affiliates, make capital
expenditures in excess of $500,000 Canadian dollars in any fiscal year, sell
assets, merge with other companies or enter into any transaction outside the
ordinary course of business.

         The Loan Agreement also requires compliance with several financial
covenants, including adjusted net worth of at least $7,409,220 (Cdn.$9,100,000)
or 90% of Steelbank's actual net worth, if higher. For quarters ending on or
after June 30, 2005, the minimum adjusted net worth of the previous quarter will
be increased by 75% of the Net Income for that quarter (ignoring quarters in
which there is a loss). It also requires Steelbank Tubular to maintain debt
service coverage ratio (generally net income adjusted for depreciation and
amortization, non cash transactions, and capital expenditures divided by the
total of all principal payments of long term debt, capital leases, subordinated
debt and all payments in respect of any distribution), of at least 1.25 to 1.00.
It also requires Steelbank Tubular to maintain interest coverage (generally net
income adjusted for interest expense, bank fees and net costs under interest
rate contracts, taxes, depreciation and amortization and non cash items divided
by interest expense plus bank fees and net costs under interest rate contracts),
of at least 1.50 to 1.00., for adjusted net worth and debt service coverage.

         Steelbank Tubular used the borrowings under the credit facility to
provide partial funding for the acquisition of substantially all of the assets
and business of the Haines Road facility and the cash portion of the Haines Road
real estate, to pay transaction fees and expenses, to refinance Steelbank's
full-recourse factoring arrangement and for general working capital purposes of
Steelbank.

         Steelbank Tubular was in violation of the financial covenants of its
Loan Agreement as of June 30, 2005, driven primarily by the losses sustained
this year. The Company has not obtained a waiver from its lenders to waive the
violation as of June 30, 2005. Accordingly, the related debt has been shown as
current as of June 30, 2005. Management believes that it will be successful in
its negotiations with its lenders to revise the financial covenants to levels
that are attainable by the Company, however, there can be no assurance that an
agreement will be reached.

EWCO Credit Facility

         EWCO has a credit facility with Standard Federal Bank, N.A., including
a revolving credit facility for up to $9,000,000, subject to a borrowing base
based on eligible inventory and receivables, originally maturing August 31,
2007, and a $1,394,000 term loan. As of August 1, 2005, approximately $5,670,000
was outstanding under the revolving credit facility, approximately $1,185,000
was outstanding under the term loan, and approximately $608,000 was available
for borrowing, based on eligible accounts receivables and inventory, under the
revolving credit facility, assuming revision of existing financial covenants.

         EWCO was in violation of the financial covenants for tangible net worth
and debt service coverage of its Loan Agreement as of June 30, 2005, driven
primarily by the losses sustained this year. The Company has not obtained a
waiver from its lenders to waive the violation as of June 30, 2005. Accordingly,
the related debt has been shown as current as of June 30, 2005. Management
believes that it will be successful in its negotiations with its lenders to
revise the financial covenants to levels that are attainable by the Company,
however, there can be no assurance that an agreement will be reached.
<PAGE>

Steelbank Tubular Mortgages

         On May 18, 2005, Steelbank Tubular purchased the Haines Road real
estate assets, including closing fees and expenses, for $4,638,000 (Cdn.
$5,870,000), consisting of (1) approximately $530,000 (Cdn. $670,000) in cash,
secured $2,765,000 (Cdn. $3,500,000) in a one-year mortgage financing jointly
secured by the Haines Road real estate and the Company with interest payable
monthly at 1.25% over Canadian prime rate . In addition, it obtained second and
third mortgages from the seller, payable August 18, 2006, totaling $948,000
(Cdn. $1,200,000) and $395,000 (Cdn. $500,000) with interest payable monthly at
8% and 10%, respectively.

Note Payable to Bolton Steel Tube Company, Ltd.

     On February 17, 2005,  Steelbank  Tubular,  Inc. as part of the purchase of
the Haines Road Facility obtained $979,000 (Cdn.  $1,200,000) in a one-year note
with interest payable monthly at 8.00% per annum.

7.       Comprehensive Loss

         Our comprehensive losses are as follows:
<TABLE>
<CAPTION>


                                                          Three Months Ended June 30,              Six Months Ended June 30,
                                                    ----------------------------------------- -------------------------------------
                                                            2005                2004                 2005               2004
                                                    ----------------------------------------- -------------------------------------
<S>                                                  <C>                  <C>                  <C>                 <C>
 Net loss                                            $     (1,467,799)    $        (212,936)   $    (3,077,508)    $    (378,012)
 Other comprehensive (loss) / gain -

          foreign currency translation adjustments            (14,774)                4,492            (33,138)            4,492
                                                ----------------------------------------- -------------------------------------
     Comprehensive loss                              $     (1,482,573)    $        (208,444)   $    (3,110,646)    $    (373,520)
                                                    ========================================= =====================================
</TABLE>
<PAGE>

8.       Stock Options

         As of October 22, 2004, our board of directors and shareholders adopted
the Tarpon Industries, Inc. 2004 Stock Option Plan. The plan allows us to grant
incentive stock options and non-qualified stock options to our directors,
officers, employees, consultants and advisors to purchase up to an aggregate of
650,000 common shares. This plan was approved by the Company's shareholders in
June 2005.

         During the first quarter of 2005, the Company granted options under the
plan to purchase 348,285 common shares to consultants, officers, employees and
directors of the Company. The options are exercisable at $5.50 a share and vest
immediately, for the consultant and director options, or in cumulative annual
installments over three years for the officer and employee options. No options
were granted during the first six months of 2004, or the second quarter of 2005,
and no options were exercised in the first six months of 2005 or 2004.

         The Company also agreed to grant the three former shareholders of
Steelbank. options to purchase a number of common shares equal to a combined
total of approximately $138,889 per year divided by the fair market value of the
common shares on the date of grant, which will be exercisable at 110% of the
fair market value of the common shares on the date of grant. The options will be
granted to each of them after the calendar years 2005, 2006, and 2007, if
certain performance targets are met in those years, and will be immediately
vested.

         Had compensation expense for stock options that vested in the three and
six month periods ending June 30, 2005 been determined based on the fair value
of the options on the grant date pursuant to the methodology of SFAS No. 123,
our results of operations, on a pro forma basis, would have been as follows:
<TABLE>
<CAPTION>

                                                                    June 30,                           June 30,
                                                       ----------------------------------- ----------------------------------
                                                             2005              2004              2005             2004
                                                       ----------------------------------- ----------------------------------
                                                                        in thousands except per share data
<S>                                                           <C>         <C>                    <C>         <C>
Net income (loss)                                             $  (1,468)  $        (213)         $  (3,078)  $         (378)
Stock-based employee compensation expense
    had fair value method been applied                        $   (54)  $                        $   (78)
                                                              ------------------------------------------ --------------------
Pro forma net loss                                            $  (1,522)         $  (213)        $  (3,156)        $   (378)
Net loss per common share - basic and diluted           $        (0.32)   $       (0.17)    $        (0.82)  $        (0.31)
Pro forma net loss per common share -
      basic and diluted                                 $        (0.33)   $       (0.17)    $        (0.84)  $        (0.31)
</TABLE>

         The fair value of options granted was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions for option grants during the three and six month periods ending June
30, 2005: risk-free interest rate of 3.78%; dividend yield of 0%; volatility
factors of the expected market price of the Company's common stock of 60%; and a
weighted-average expected life of the options of five years. No options were
granted during the second quarter of 2005 or for the first six months of 2004.
<PAGE>

9.       Related Party Transactions

         In April 2004, the Company entered into a Management Consulting
Agreement with Bainbridge Advisors, Inc., an advisory firm primarily owned by
the former Chairman of the Board, President and Chief Executive Officer and his
son. On April 15, 2005, the Company amended the Management and Consulting
Agreement to (1) make a one-time payment of $50,000 in consideration of certain
advisory services rendered to the Company that were not originally contemplated
by the parties, and (2) increase the monthly fee from $15,000 to $20,000,
effective April 2005, and (3) to revise the calculation of the maximum success
fee to provide that the maximum success fee shall be $300,000 plus 0.2% of the
enterprise value of an acquisition, but only to the extent that the enterprise
value of such transaction exceeds $50,000,000. The following table summarizes
the compensation earned by the former Chairman and Chief Executive Officer and
his son, individually and through Bainbridge Advisors, Inc.:
<TABLE>
<CAPTION>

                                             Three Months Ended June 30,             Six Months Ended June 30,
                                        --------------------------------------  -------------------------------------
                                              2005                2004                2005               2004
                                        ------------------ -------------------  ----------------- -------------------
<S>                                             <C>           <C>                  <C>              <C>
Advisory services and expenses                  71,495        $        -           $   180,992      $       54,677

 Stock options granted                            -                    -               333,300                  -
  Salaries and benefits                           -                   53,912               -               168,842
 Success fees                                     -                  400,000           200,000             400,000
                                        ------------------ -------------------  ----------------- -------------------
         Total                           $        71,495    $       453,912      $    714,292      $       623,519
                                        ================== ===================  ================= ===================

</TABLE>

During the three and six month periods ending June 30, 2005 and 2004, the
Company paid the former Chairman and Chief Executive Officer and his son,
individually and through Bainbridge Advisors, Inc. $146,495 and $158,419, and
$367,103 and $233,596, respectively.

         As of June 30, 2005, liabilities included $288,889 of the success fees
owed for the EWCO, Steelbank and Haines Road acquisitions consummated in 2004
and 2005.

10.      Capitalization

         On February 17, 2005 the Company closed its initial public offering of
2,850,000 common shares at an offering price of $5.00 per share. The lead
underwriter in our initial public offering exercised in full the over-allotment
option to purchase an additional 427,500 common shares, which was sold in our
initial public offering at an initial public offering price of $5.00 per share.
The over-allotment sale was closed on February 23, 2005. Net proceeds to the
Company from the IPO and the over allotment exercise were approximately
$11,946,000. Proceeds of the offering were used to finance the acquisition of
the Haines Road facility of Bolton Steel Tube Co., Ltd., to repay outstanding
indebtedness, including indebtedness related to prior acquisitions, and for
working capital and capital expenditures.
<PAGE>

11.      Geographic Information

         Revenues by country for the Company (including EWCO, Steelbank and
Haines Road, since the date of acquisition) were as follows for the three and
six months ended June 30, 2005 and 2004:
<TABLE>
<CAPTION>

                                          Three Months Ended                             Six Months Ended
                                               June 30,                                      June 30,
                             --------------------------------------------- ----------------------------------------------
                                      2005                  2004                    2005                   2004
                             --------------------------------------------- ----------------------------------------------
<S>                                    <C>           <C>                             <C>           <C>
United States                          $ 11,105,933  $         11,030,454             $ 23,061,966  $    11,030,454
Canada                                    3,980,975               962,148                6,043,298          962,148
                             --------------------------------------------- ----------------------------------------------
        Total                          $ 15,086,908          $ 11,992,602            $  29,105,264     $ 11,992,602
                             ============================================= ==============================================
</TABLE>


12.      Product Sales

         Products sold to external customers (including EWCO, Steelbank and
Haines Road, since the respective dates of acquisition) were as follows for the
three and six months ended June 30, 2005 and 2004:
<TABLE>
<CAPTION>

                                              Three Months Ended                         Six Months Ended
                                                   June 30,                                  June 30,
                                  ------------------------------------------- ----------------------------------------
                                          2005                  2004                  2005                2004
                                  ---------------------- -------------------- ----------------------------------------
Manufactured by us:
<S>                                        <C>            <C>                          <C>          <C>
Structural Steel Tubing                    $  4,802,078   $   5,168,937                $ 9,655,743  $    5,168,937
Mechanical Steel Tubing                       5,735,661           366,106                7,349,647         366,106
Steel Storage Rack Systems                    4,549,169        5,495,411                10,806,564       5,495,411
                                  ---------------------- -------------------- ----------------------------------------
        Total                              $ 15,086,908         $ 11,030,454           $27,811,954    $ 11,030,454
                                  ====================== ==================== ========================================
</TABLE>
<TABLE>
<CAPTION>

Manufactured by others:
<S>                                <C>                         <C>               <C>                     <C>
  Structural Steel Tubing          $      -                     -            $      456,450          $  -
       Mechanical Steel tubing            -                     962,148             762,433            962,148
Steel Storage Rack Systems                -                     -                    74,427             -
                                  ---------------------- -------------------- ----------------------------------------
            Total                  $      -                 $  962,148           $ 1,293,310         $ 962,148
                                  ====================== ==================== ========================================
</TABLE>

<PAGE>



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

Cautionary Statement Regarding Forward Looking Statements

         Management's discussion and analysis should be read in conjunction with
the consolidated financial statements and the accompanying notes. As you read
the material below, we urge you carefully consider our financial statements and
related information provided herein.

         Some of the statements in this report contain forward looking
statements. Forward looking statements include statements relating to
performance in "Management's discussion and Analysis of Financial Condition and
Results of Operations". In addition we may make forward looking statements in
future filings with the Securities and Exchange Commission and in written
materials, press releases and oral statements issued by us or on our behalf.
Forward looking statement include statements regarding the intent, belief or
current expectations of our company and or its officers, including statements
preceded by or including forward looking terminology such as "may", "will",
"should", "expect", "anticipate", "believe", "plan", "intend", "propose,
"estimate", "continue", "predict" or other similar expressions with respect to
various matters. Our actual results may differ materially from those projected
in the forward looking statements due to numerous factors, particularly those
discussed in the "Risk Factors" in our annual report on Form 10K/A (Amendment
No.1 ) for the year ended December 31, 2004. All forward looking statements in
this report are based on information available to us on the date of this report.
We do not undertake to update any forward looking statements that may be made by
us on or on our behalf in this report otherwise.

Overview

         The Company was incorporated in January 2002 and completed its first
acquisition, "EWCO", in April 2004. Our second acquisition, "Steelbank," was
completed in May 2004. Our third acquisition, "Haines Road," was consummated in
February 2005, except for the purchase of the land and plant building, which was
completed in May 2005.

         Tarpon completed an initial public offering of its common shares in
February 2005. The net proceeds from this financing were primarily used to repay
our 2004 note financing and promissory notes issued to EWCO and Steelbank
sellers and to partially fund the Haines Road acquisition.

Summary of Recent Operations

         During the second quarter of 2005, the Company had revenues of $15.1
million and a net loss of $1.5 million or ($0.32) per share. This compares with
second quarter 2004 revenues of $12.0 million and a net loss of $0.2 million or
($0.17) per share.

         For the first six months of 2005, the Company had revenues of $29.1
million and a net loss of $3.1 million or ($0.82) per share. This compares with
revenues of $12.0 million and a net loss of $0.4 million or ($0.31) per share
for the first six months of 2004.
<PAGE>

         Second quarter results were strongly affected by a sharp decline in
steel prices. Hot rolled steel prices dropped 20% from $600 per ton at the start
of the second quarter 2005 to approximately $480 per ton at the end of the
second quarter 2005. Similar drops were also seen in all other raw material
inputs for our businesses. During the first six months of 2005 the total steel
price reductions were approximately 26%, reflecting a reduction from $650 per
ton at the beginning of the year.

         Reduced steel pricing in 2005 created several adverse effects. It
caused many of our customers to defer purchases in anticipation of further price
reductions. This resulted in both reduced selling prices and reduced tonnage
volume which contrasts with the benefits we experienced in 2004 as a result of
sharply rising steel prices. During the second quarter of 2005 gross profits
were reduced by $608,000 or 41% in comparison to second the quarter 2004 due to
higher material costs.

         The second quarter of 2005 marked our first full quarter of operations
of the Haines Road acquisition, and reflects our efforts to reestablish
relationships with the Haines Road customers and build sales. This process
adversely affected earnings during the second quarter of 2005 with what were in
effect startup costs.

         The second quarter of 2005 also fully reflected the selling, general
and administrative expenses related to the Haines Road and Steelbank
acquisitions (as compared to the second quarter of 2004), and were
disproportionately large in relation to our revenues for such quarter.

Comparison of Operating  Results for the Three Month Periods Ended June 30, 2005
and 2004

Net Revenues

         Listed in the tables below are the net revenues and tonnage shipped for
the three months ended June 30, 2005 and 2004.

<TABLE>
<CAPTION>

                                                     Three Months Ended June 30,
                         ------------------------------------------------------------------------------------
                                           2005                                      2004
                         ------------------------------------------------------------------------------------
                               Revenues             Tonnage              Revenues              Tonnage
                         ------------------------------------------------------------------------------------
<S>                               <C>                       <C>             <C>                      <C>
EWCO Tubular                      $ 5,077,853               6,170           $  5,535,043             6,101
EWCO  SpaceRak                      4,480,696               3,492              5,495,411             4,323
 Steelbank Tubular*                 5,528,359               5,050                962,148                -
                                    ---------               -----                -------
         Total                    $ 15,086,908              14,712          $ 11,992,602            10,424
                                  ============              ======           ============           ======
</TABLE>


* Tonnage shipped is not available for consolidated Steelbank, prior to purchase
of Haines Road; therefore, tonnage reported reflects information since the
acquisition of Haines Road which occurred in February 2005.
<PAGE>

         Revenue for the second quarter of 2005 increased approximately 26% over
the same period in 2004 from $12.0 million to $15.1 million. Volume on a tonnage
basis increased 41%. Revenues for the second quarter of 2005 increased $3.1
million primarily due to the acquisition of the Haines Road acquisition in
February 2005, which was partially offset by declining prices and volume
decreases in engineered racking products.

         EWCO Tubular volume on a tonnage basis was up about 1 % in 2005 over
second quarter 2004 with revenues of $5.1 million or 8% lower than 2004 due to
reduced selling prices which, were driven by declining steel prices.

         SpaceRak engineered racking volumes declined by 19% in the second
quarter of 2005 both on a volume (tonnage) basis and a revenue basis at $3.5
million for second quarter 2005 versus approximately $4.3 million in 2004. Back
logs dropped to two weeks from typical six to eight week lead times as a result
of overall reduced industry demand during the beginning of the quarter. As a
result sales were off substantially in the early part of the quarter. Sales
returned to more normal levels towards the end of the second quarter.

         Steelbank had revenues of $5.5 million for the second quarter of 2005.
Revenues increased significantly from 2004 levels of $1.0 million which
reflected the third party sales of Steelbank, its only activity in the second
quarter of 2004.

Cost of Goods Sold and Gross Profit

     Gross profit  decreased  $608,000 or 41% to $894,000 for the quarter  ended
June  30,  2005  due to  higher  material  prices  as a  percentage  of sales in
comparison  with second quarter 2004. The decrease in gross profit was primarily
attributable to falling steel prices and the competitive factors in our industry
which  caused us to lower  pricing to retain and gain  additional  business in a
soft market.

         Reduced steel pricing in the second quarter of 2005 created several
adverse effects. It caused many of our customers to defer purchases in
anticipation of further price reductions. This resulted in both reduced selling
prices and reduced tonnage volume which contrasts with the benefits we
experienced in 2004 as a result of sharply rising steel prices.

Selling, General and Administrative Expense

     Selling,  general and  administrative  costs increased from $1.1 million or
9.2% of revenue  during the second  quarter to $2.1  million or 14.1% of revenue
during the second quarter of 2005.  These costs reflect  increased  salaries and
wages of $536,000  associated  with the acquired  operations  of Haines Road and
providing staff to integrate  businesses and grow our sales. These expenses will
remain high as a percentage of revenues,  unless and until we can increase sales
to absorb the same. In addition,  we incurred an increase legal and professional
fees of  $326,000  associated  with being a public  company  and  searching  for
additional  companies  for  acquisitions,  as well as an increase  in  insurance
expenses of $57,000.
<PAGE>

         Since June 30, 2005, the Company has taken steps to reduce professional
fees going forward and estimates a reduction, on an annual basis, of
approximately, $500,000, subject to additional services that may be required and
which cannot be predicted, which may serve to reduce or eliminate such
reductions.

Other (Income) and Expense

         Other expenses decreased $194,000 to $301,000 for the three months
ended June 30, 2005 and compared to the three months ended June 30, 2004 due
primarily to interest expense which decreased by $144,000 and financing costs
which decreased by $122,000, due to lower debt levels and interest rates, which
was partially offset by foreign currency losses which increased by $23,000.

Income Taxes

         During the second quarter of 2005 Steelbank Tubular recognized a
Canadian income tax benefit of $60,000 which is expected to be utilized in
future periods to offset Canadian taxable income.

Net Losses

         Net losses increased approximately $1,255,000 to approximately
$1,468,000 for the three months ended June 30, 2005 versus approximately
$213,000 for the three months ended June 30, 2004 for the reasons described
above.
<PAGE>

Comparison  of Operating  Results for the Six Month  Periods Ended June 30, 2005
and 2004

Net Revenues

         Listed in the tables below are net revenues and tonnages for the six
months ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>

                                                      Six Months Ended June 30,
                         ------------------------------------------------------------------------------------
                                           2005                                      2004
                         ------------------------------------------------------------------------------------
                               Revenues             Tonnage              Revenues              Tonnage
                         ------------------------------------------------------------------------------------
<S>                              <C>                       <C>              <C>                      <C>
EWCO Tubular                     $ 10,249,753              12,385           $  5,535,043             6,101
EWCO  SpaceRak                     10,812,519               7,961              5,495,411             4,323
Steelbank Tubular*                  8,042,992               6,891                962,148                -
                                    ---------               -----                -------
        Total                    $ 29,105,264              27,237           $ 11,992,602            10,424
                                 ============              ======           ============            ======
</TABLE>

* Tonnage shipped is not available for consolidated Steelbank prior to purchase
of Haines Rd; therefore, tonnage reported reflects information since the
acquisition of Haines Road which occurred in February 2005.

          For the six months ended June 30, 2005 revenue increased 143% to
$29,105,000 with volume on a tonnage basis increasing 161% over the same period
last year. The increase in revenue primarily is a result of the acquisitions of
EWCO in April 2004, Steelbank Tubular in May 2004 and Haines Road in February
2005. The increase was partially offset by declining prices and reduced volumes
at EWCO's tubing and engineered racking businesses which resulted in a reduction
in second quarter revenue of approximately 13% versus second quarter 2004. The
reduction in EWCO's revenues was due to softer demand driven by falling steel
prices.

Cost of Goods Sold and Gross Profit

     Gross profit  increased to $1.7 million from $1.5 million for the six month
periods ended June 30, 2005 and 2004,  respectively.  Gross margins decreased to
5.8%  versus  12.5%  during the second  quarter of 2004.  The  increase in gross
profit  dollars was primarily due to the  acquisition of Haines Road in February
2005.  The sharp  decrease in gross  margin was  attributable  to falling  steel
prices and the  competitive  factors in our  industry  which  caused us to lower
pricing to retain and gain additional business in a soft market.

         Reduced steel pricing created several adverse effects. It caused many
of our customers to defer purchases in anticipation of further price reductions.
This resulted in both reduced selling prices and reduced tonnage volume, which
contrasts with the benefits we experienced in 2004 as a result of sharply rising
steel prices.
<PAGE>

Selling, General and Administrative Expense

       Selling, general and administrative costs increased from $1.3 million or
10.6% of sales during the first six months of 2004 to $4.5 million or 15.4% of
sales during the first six months of 2005. These costs reflect an increase in
salaries and wages of $1,121,000 associated with the acquired operations of EWCO
and Haines Road and providing staff to integrate businesses and grow our sales.
These expenses will remain high as a percentage of revenues unless and until we
can increase sales to absorb these costs. In addition, we incurred an increase
legal and professional fees of $1,534,000 associated with being a public company
and searching for additional companies for acquisitions, as well as an increase
in insurance expenses of $123,000.

         Since June 30, 2005, the Company has taken steps to reduce professional
fees going forward and estimates a reduction, on an annual basis, of
approximately, $500,000, subject to additional services that may be required and
which cannot be predicted, which may serve to reduce or eliminate such
reductions.

Other (Income) and Expense

         Other expenses decreased approximately $27,000 to approximately
$471,000 for the six months ended June 30, 2005 compared to the six months end
June 30, 2004. The decrease was due primarily to an increase in foreign exchange
gains of $102,000 and a reduction in financing costs of $107,000 offset by
increased interest expense of $124,000 and miscellaneous expense of 63,000.

Income Taxes

         Tarpon has not recognized a potential U.S. federal tax benefit from its
net losses, because of the uncertainty regarding its ability to realize future
tax benefit of its net operating loss carry forwards. The potential loss carry
forward is approximately $6.1 million. The income tax benefit of $247,000
relates to Canada as the Company expects to realize benefits from its tax loss
carry forwards.
<PAGE>

Net Losses

         Net losses increased $2.7 million to $3.1 million for the six months
ended June 30, 2005 versus $0.4 million for the six months ended June 30, 2004
for the reasons set forth above.

Liquidity and Capital Resources

        As of June 30, 2005, we had a net operating working capital of
approximately $7,955,000, including cash and cash equivalents of approximately
$808,000, accounts receivable of approximately $6,753,000, inventories of
approximately $7,704,000 and total current operating liabilities of
approximately $7,888,000, including accounts payable of approximately $6,304,000
and other accrued expenses of $1,584.00. Other current liabilites at June 30,
2005 inclue $10,265,000 outstanding on revolving credit facilities and a first
mortgage on the Haines Road facility of approximately $2,845,000 and
reclassified approximately $2,832,000 of Steelbank and EWCO term loans due to
the company not being in compliance with certain financial covenants.

         The company has approximately $14,000,000 of debt maturing within the
next twelve months. The company is anticipating one or more acquisitions which
will require a presently unknown amount of cash and which the Company believes
are required to make its operations more efficient and which will also better
utilize its resources. The company is seeking to obtain financing for working
capital needs, to refinance its short term debts and to finance possible
acquisitions, on terms favorable to the Company. There can be no assurance that
such financing can be obtained, failing which the Company's unmet financing
needs may have a material adverse effect on its operations and continuance of
business operations.

<PAGE>

Cash Flows From Operating Activities

         Net cash used by the Company's operations during the first six months
of 2005 was approximately $2,304,000. Cash was used primarily by (1)
approximately $3,078,000 of losses before depreciation and amortization, (2) an
approximately $2,362,000 decrease in accounts payable and accrued expenses,
primarily due to more timely payment of suppliers, and (3) an approximately
$195,000 increase in deferred taxes, primarily due to tax losses. These
decreases were partially offset by (1) an approximately $1,575,000 decrease in
accounts receivable, primarily due to decreased sales, and (2) an approximately
$1,061,000 decrease in inventories (excluding the acquisition of Haines Road).

Cash Flows From Investing Activities

         The Company's investing activities in the first six months of 2005,
used approximately $8,290,000 in cash. Cash was used primarily as follows: (1)
approximately $8,152,000 by Tarpon to acquire Haines Road, and (2) approximately
$138,000 by EWCO and Haines Road to acquire manufacturing equipment.

Cash Flows From Financing Activities

         The Company's financing activities provided approximately $11,153,000
of cash flows in the first six months of 2005. Cash was provided primarily by
(1) approximately $13,512,000 in net proceeds from our initial public offering
of common shares, and (2) an approximately $2,423,000 in net borrowings by EWCO
and Steelbank, primarily related to the acquisition of Haines Road. These
sources were partially offset by approximately $4,762,000 primarily used to
repay debt obligations associated with acquisition and bridge loan financing.

Existing Financing Arrangements

         For information on the Company's existing financing arrangements, refer
to Footnote 6 in the Tarpon Industries, Inc. and Subsidiaries - Notes to
Consolidated Financial Statements Contained elsewhere in this report on Form
10-Q.

Critical Accounting Policies and Use of Estimates

         Our discussion and analysis of our financial condition and results of
operations are based on the related financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of the financial statements in
accordance with accounting principles generally accepted in the United States of
America requires our management to make estimates that affect the reported
amounts of assets and liabilities, the 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. Our most significant
estimates relate to accounting for business combinations, including intangible
assets acquired, impairment of long-lived assets, allowances for doubtful
accounts and valuing options and warrants granted to non-employees and tax
valuation allowances. Actual results could differ from these estimates. We
evaluate our estimates primarily based on historical experience, business
knowledge and various assumptions we believe to be reasonable under the
circumstances. These estimates are evaluated by management and revised as
circumstances change. We believe that the following critical accounting policies
and estimates affect our more significant estimates and judgments used in the
preparation of our financial statements.
<PAGE>

Business Combinations and Intangible Assets

         We have adopted SFAS No. 141, "Business Combinations," and SFAS No.
142, "Goodwill and other Intangible Assets." SFAS No. 141 requires all business
combinations to be accounted for using the purchase method of accounting and
that certain intangible assets acquired in a business combination must be
recognized as assets separate from goodwill. In arriving at the fair value of
assets and liabilities acquired in our acquisitions of EWCO, Steelbank and
Haines Road, we have assumed that book values approximate fair values, with the
exception of equipment obtained in the purchase of EWCO, which was written down
due to the fair value of the assets acquired and liabilities assumed exceeding
the cost of EWCO, and EWCO, Steelbank and Haines Road inventories, which were
written up to resale value. Adjustments to fair values of the assets and
liabilities acquired would generally change the value of goodwill recognized in
the acquisition by a corresponding amount.

         SFAS No. 142 addresses the recognition and measurement of goodwill and
other intangible assets subsequent to their acquisition. SFAS No. 142 also
addresses the initial recognition and measurement of intangible assets acquired
outside of a business combination, whether acquired individually or with a group
of other assets. This statement provides that intangible assets with indefinite
lives and goodwill will not be amortized but will be tested at least annually
for impairment and whenever events or changes in circumstances indicate that the
carrying value of the asset may not be recovered. If impairment is indicated,
then the asset will be written down to its fair value, typically based upon its
future expected undiscounted cash flows. As of June 30, 2005, our intangible
assets consisted of goodwill, customer base, and covenants not to compete,
relating to the Haines Road and Steelbank acquisitions. Goodwill will not be
amortized, but will be tested for impairment at least annually and whenever
events or changes in circumstances indicate that the carrying amounts may not be
recoverable.

         Long-lived assets include property, intangible assets subject to
amortization, and certain other assets. The carrying values of these assets are
periodically reviewed for impairment or whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable. We
evaluate impairment by comparing the fair value of the intangible assets with
indefinite lives and goodwill with their carrying values. We determine fair
value of goodwill using the sum of the undiscounted cash flows projected to be
generated by the acquired business giving rise to that goodwill. This requires
us to make long-term forecasts of our future revenues and costs related to the
assets subject to review. These forecasts require assumptions about demand for
our products and services, future market conditions, and technological
developments. For example, in evaluating the fair value of the goodwill
recognized in connection with the Steelbank and Haines Road acquisitions, we
have assumed no annual growth in revenues.
<PAGE>

         If actual results differ from our estimates, including if expected
future cash flows from the acquired business significantly decline, and the fair
value of goodwill is less than its carrying value, we would reduce the carrying
value of our goodwill to fair value and recognize an impairment expense in that
amount in our income statement in the period in which it is determined that the
carrying amount is not recoverable because it exceeds the fair value of the
goodwill. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to result from its use and eventual disposition. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying value of
the asset exceeds its fair value. If a readily determinable market price does
not exist, fair value is estimated using undiscounted expected cash flows
attributable to the assets.

Bad Debts

         We maintain a reserve for known and unknown bad debts. We evaluate
credit risk and the adequacy of our reserve by monitoring the age of our
accounts receivable and the credit worthiness of our customers. In addition, we
monitor the overall status of the industries where our products and services are
utilized. Typically, this reserve is not subject to significant fluctuations
from period to period. However, if we incur an unusual amount of bad debt, it
could alter our exposure and the related reserve.

Grants of Options and Warrants

         We have chosen to account for stock-based compensation of employees
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Accordingly, compensation costs for stock options granted to
employees are measured as the excess, if any, of the market price of our stock
at the date of the grant over the amount an employee must pay to acquire the
stock. We must account for stock options and warrants granted to non-employees
using the fair value method. We use the Black-Scholes valuation model for
determining the fair value of our options and warrants. That model requires us
to make assumptions regarding the expected life of the security, the expected
volatility of our stock price during the period, the risk free interest rate and
the dividend yield. Varying these assumptions can have a significant impact on
our option and warrant valuations and related expenses.

         During December 2004, the Financial Accounting Standards Board (FASB)
issued SFAS No. 123R, "Share-Based Payment" (SFAS 123R), which requires
companies to measure and recognize compensation expense for all stock-based
payments at fair value. In April 2005, the Securities and Exchange Commission
amended the effective date of SFAS 123R to the first interim period of the first
fiscal year beginning after June 15, 2005. The Company is currently evaluating
the impact that the adoption of SFAS 123R will have on its consolidated
financial position, results of operations and cash flows.

<PAGE>


Contractual Obligations

         As of June 30, 2005, there have been no material changes outside the
ordinary course of business in the contractual obligations disclosed in our
Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended
December 31, 2004 under the caption "Contractual Obligations", except for those
caused by the acquisition of Haines Road, Steelbank's new credit facility with
LaSalle, the mortgage financing associated with the Haines Road real estate, and
our initial public offering of common shares.

ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to risks associated with changes in foreign currency
rates, interest rates and commodity prices. We have not used derivative
financial instruments for any purpose during the periods shown.

         Our Canadian operations, Steelbank and Haines Road, are accounted for
in Canadian dollars, converted to the U.S. dollar equivalent based on published
exchange rates for the period reported and are, therefore, subject to risk of
exchange rate fluctuations.

         We are exposed to interest rate risk under our credit facilities
because of the variable interest rates charged on those facilities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

         We are subject to commodity price risk, primarily with respect to
purchases of steel. Purchased steel represents the most significant portion of
EWCO's and Haines Road's cost of goods sold. As a result, fluctuations in the
cost of purchased steel, which can be volatile and cyclical in nature, have a
significant impact on our margins both positively and negatively. Our steel
costs rose significantly in 2004, and have significantly declined in the first
and second quarters of 2005 from fourth quarter 2004 levels; however, they have
not yet reached 2003 levels.

         In 2005 we were forced to lower our pricing to meet competitors'
prices, which resulted in a significant negative impact on our results of
operations. In 2004, we were generally successful in passing these higher steel
costs on to our customers because our competitors also increased their prices,
but we are not always successful in doing so. We currently seek to minimize the
potential adverse impact of commodity price risks of our steel inventory by
minimizing the amount of steel inventory we carry. However, opportunities to
purchase larger quantities at below market value are considered and reviewed
against current market conditions. We try to coordinate our steel purchases with
our sales and production forecast, generally resulting in a one to two month
supply of steel.

         The tables below provide information about our financial instruments
that are sensitive to changes in interest rates, foreign currency exchange
rates, or both, consisting of debt obligations, including Canadian
dollar-denominated debt obligations. The tables provide information by
functional currency and present such information in U.S. dollar equivalents. For
these financial instruments, the tables present principal cash flows and related
weighted average interest rates by expected maturity dates. Weighted average
variable rates are based on current rates for the applicable period. Weighted
average fixed rates are based on the contract rates. The information is
presented in U.S. dollar equivalents, which is our reporting currency. The
actual cash flows of the instruments are denominated in U.S. dollars (U.S.$) and
Canadian dollars (Cdn.$), as indicated in parenthesis.
<PAGE>

<TABLE>
<CAPTION>

                                                              June 30, 2005
                                                        Expected Maturity Dates
                                        2005        2006       2007       2008        2009      Thereafter      Total     Fair Value
                                        ----        ----       ----       ----        ----      ----------      -----     ----------
                                                                      (U.S.$ equivalent in thousands)

Short-term Debt:
<S>                                       <C>         <C>           <C>         <C>       <C>         <C>          <C>       <C>
    Variable Rate (U.S.$)                $ 7,420                                                                 $ 7,420   $ 7,420
         Average interest rate             6.50%
     Variable Rate (Cdn.$)                 $   -     $ 2,845      $   -      $   -                               $ 2,845   $ 2,845
           Average interest rate                       5.50%
Long-term Debt:
     Variable Rate (U.S.$)                 $   -       $   -      $   -      $   -       $   -         $    -       $  -    $    -
          Average interest rate
     Fixed Rate (U.S.$)                    $ 286       $ 291      $ 287      $ 279       $  92         $    -    $ 1,235   $ 1,235
           Average interest rate           8.00%       8.00%      8.00%      8.00%       8.00%          8.00%
     Fixed Rate (Cdn. $)                   $ 342     $ 2,624      $ 452      $ 342       $ 256         $    -    $ 4,016   $ 4,016
           Average interest rate           8.00%       8.00%      8.00%      8.00%       8.00%          8.00%

</TABLE>

         The tables below provide information about the Company's steel
inventory that is sensitive to changes in commodity prices, specifically steel
prices. The tables present the carrying amount and fair value as of the
indicated date.

                                            June 30, 2005
                             -------------------------------------------------
                                 Carrying Amount              Fair value
                             -------------------------------------------------
                                   (U.S.$ equivalent in thousands)
                             -------------------------------------------------
Steel Inventories............           $4,346,140          $4,346,140

ITEM 4  CONTROLS AND PROCEDURES

         A review and evaluation was performed by our principal executive and
financial officers regarding the effectiveness of our disclosure controls and
procedures as of June 30, 2005, pursuant to Rule 13a-15(b) of the Securities Act
of 1934. Based on that review and evaluation, the principal executive and
financial officers have concluded that our current disclosure controls and
procedures, as designed and implemented, are not operating effectively.

         During the quarter ended June 30, 2005, other than as set forth below,
there has not been any change in our internal control over financial reporting
identified in connection with the evaluation required by Rule 13a-15(d) of the
Securities Act of 1934 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
<PAGE>

         Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act is accumulated and communicated to our management, including our
principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure.

         Until April 2004, we consisted only of a holding company with no
operations. In April and May 2004, we acquired EWCO and Steelbank. These
companies were established private companies with accounting procedures not
suitable for public company reporting. In February 2005, we acquired Haines
Road. This was one operation of a larger private company, again with accounting
procedures which were not suitable for public company reporting.

         Our Independent Registered Public Accounting Firm has identified a
variety of deficiencies in our internal controls over financial reporting. Nine
of these deficiencies were classified as significant which when aggregated meet
the definition of a material weakness in our internal control. A material
weakness is a significant deficiency, or a combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The significant deficiencies are as follows:

1.       A lack of formalized accounting policies and procedures, including
         written procedures for monthly, quarterly and annual closing of
         financial books and records.
2.       A lack of common systems or a common chart of accounts and the use of
         spreadsheets to perform consolidations, which resulted in errors.
3.       Insufficient staff in the accounting and information technology
         departments to handle non-routine transactions such as acquisitions or
         finance transactions.
4.       Little if any review or oversight of the reporting process which has
         resulted in the inability of the Company to detect material errors. The
         Company has experienced significant difficulty in preparing accurate
         financial statements. The financial statements presented to our
         Independent Registered Public Accounting Firm have included numerous
         material errors.
5.       No process in place to ensure that the financial statements presented
         adequately disclose information required by Generally Accepted
         Accounting Principles (GAAP).
6.       Formal reconciliations and supporting documentation are not prepared
         prior to the financial statements being finalized.
7.       The Company has not adequately segregated duties within the accounting
         department. Certain individuals are performing processes or controls
         that are incompatible with their assigned roles. During our Independent
         Registered Public Accounting Firm's audit, they noted that the
         Controller and staff accountants have the ability to initiate and
         record journal entries, prepare reconciliations and assist in the
         preparation of the financial statements. In addition, these employees
         have the ability to process transactions and have access to the general
         ledger system. The Company has not formally reviewed the activity level
         controls of individuals with access to financial systems to ensure that
         duties are adequately segregated.
<PAGE>

8.       Certain individuals have access to all of the process applications used
         by the Company, as well as the general ledger package, which raises
         concern over security access. These employees have the ability to post
         transactions and adjustments within the accounting records of the
         Company. The Company does not have a formal process to ensure that
         appropriate system access is granted.
9.       The Company does not have an adequate process in place to identify and
         ensure that non-standard journal entries are subject to an appropriate
         level of review.

         In addition, our Independent Registered Public Accounting Firm has
informed us that they do not believe we have the resources or knowledge to
adequately complete the process of documenting, testing, and evaluating our
internal controls over financial reporting as required by Section 404 of the
Sarbanes-Oxley Act, which could result in failure to file the appropriate
reports with the SEC.

         As a public company, we have significant requirements for enhanced
financial reporting and internal controls. We are taking steps to unify the
financial reporting of all of our component companies, to increase our
accounting and information technology staff and to put in place internal
controls concerning accounting entries and adjustments, with full documentation,
which are responsive to issues raised by our Independent Registered Public
Accounting Firm, and, as of this time, we have made progress on these points. We
have hired additional staff and are in the initial planning phase of upgrading
our information technology systems. We expect these steps to be completed by
December 31, 2005, but it is possible that they might not be completed by then.

         These efforts require significant time and resources. If we are unable
to establish appropriate internal financial reporting controls and procedures,
our reported financial information may be inaccurate and we will encounter
difficulties in the audit or review of our financial statements by our
independent auditors, which in turn may have material adverse effects on our
ability to prepare financial statements in accordance with generally accepted
accounting principles and to comply with our SEC reporting obligations on a
timely basis.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         We are involved from time to time in routine litigation incidental to
our business. This litigation arises principally from claims of defects in our
products sold, from governmental agency proceedings relating to occupational
safety and health, wage and hour laws and similar employment and workplace
regulations, from workers compensation, and from employment termination claims.
Although the amount of any liability that could arise with respect to these
actions cannot accurately be predicted, in our opinion, such liability will not
have a material adverse effect on our financial position, results of operations
or cash flows.

ITEM 2.  DEFAULTS UPON SENIOR SECURITIES

         The company is not in compliance with certain financial covenants with
its lending institutions, for which it has obtained non-binding commitments to
adjust such covenants and maintain compliance, affecting approximately
$10,252,000 of debt. See footnotes 5 and 6 in the Tarpon Industries, Inc. and
Subsidiaries - Notes to Consolidated Financial Statements contained elsewhere in
this report on Form 10-Q.
<PAGE>

ITEM 4.           SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

         The 2005 Annual Meeting of Shareholders of the Registrant (the "2005
Annual Meeting") was held on June 20, 2005 at 500 Thomas Edison Parkway, Port
Huron, MI 48060, commencing at 10:00 a.m. local time.

         At the 2005 Annual Meeting, Robert H. Pry was elected as director for a
term expiring at the 2008 Annual Meeting of Stockholders. The Board of Directors
also includes Michael A. Ard and J. Peter Farquhar, whose terms expire at the
2006 Annual Meeting and 2007 Annual Meeting, respectively.

         At the 2005 Annual Meeting, there was approval of the Amended and
Restated Tarpon Industries, Inc. 2004 Stock Option Plan (the "Plan").

         Holders of a total of 4,640,130 shares of common stock were present by
proxy or in person. The following votes were cast:

(a) For the reelection of Robert H. Pry

                           For:             3,981,053
                           Against:                 0
                           Abstentions:        23,565
                           Broker Non Votes:        0

(b) For approval of the Plan

                           For:             1,195,092
                           Against:            63,517
                           Abstentions:       213,459


ITEM 5. OTHER INFORMATION

Risk Factors

         Please refer to, and carefully consider, the "Risk Factors and Risks
Related to Our Business" section listed in our Annual Report on Form 10-K/A for
the year ended December 31, 2004, together with the cautionary statement under
the caption "Cautionary Statement Regarding Forward Looking Statements" and the
other information included in this report For information on significant risks
affecting our business, including, but not limited to, our losses and the
financing requirements we are experiencing. If any of these risks actually
occur, our business, financial condition or results of operations could be
adversely affected.

<PAGE>

ITEM 6. EXHIBITS

 Exhibit   Description
 -------   -----------

     31.1  Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a),
     as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2  Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a),
     as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1  Certifications of Chief Executive Officer and Chief Financial Officer
     Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.


<PAGE>

                                   SIGNATURES

         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.

Dated:  August 15, 2005

TARPON INDUSTRIES, INC.
(Registrant)

By: /s/ James T. House
----------------------
James T. House
Its: Senior Vice President, Chief Financial
Officer, Chief Accounting Officer, Treasurer and
Assistant Secretary (Duly Authorized and
Principal Financial Officer)


<PAGE>