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 September 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 November 1,
2005 was 4,640,130.


<PAGE>
                             TARPON INDUSTRIES, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 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 OF OPERATIONS......................17
        ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                    MARKET RISK..............................................28
        ITEM 4.     CONTROLS AND PROCEDURES..................................29
PART II - OTHER INFORMATION..................................................31
        ITEM 1.     LEGAL PROCEEDINGS........................................31
        ITEM 2.     DEFAULTS UPON SENIOR SECURITIES..........................31
        ITEM 3.     OTHER INFORMATION........................................32
        ITEM 4.     EXHIBITS.................................................32

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             TARPON INDUSTRIES, INC.

INDEX TO FINANCIAL STATEMENTS

                                                                          Page
Tarpon Industries, Inc.
Consolidated Balance Sheets --- September 30, 2005 and December 31, 2004.... 3
Consolidated Statements of Operations --- For the Three and Nine Months
  Ended September 30, 2005 and 2004..........................................4
Consolidated Statements of Cash Flows --- For the Nine Months
  Ended September 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>

                                                                 September 30,              December 31,
                                                                      2005                      2004
                                                            ------------------------     -----------------
ASSETS:                                                           (unaudited)
CURRENT ASSETS:
<S>                                                              <C>                        <C>
Cash and cash equivalents                                        $   1,014,615              $   257,786
Accounts receivable (less allowance for doubtful
     accounts for 2005 of $1,089,358
     and for 2004 of $66,491)                                        7,873,197                8,327,708
Inventories                                                          6,067,626                7,604,384
Prepaid initial public offering expenses                                     0                2,076,468
Capitalized acquisition costs                                           97,840                  131,428
Other current assets                                                   744,177                  886,708
                                                            -------------------    ---------------------
      Total current assets                                          15,797,455               19,284,482

Property plant and equipment - net                                  11,123,209                  635,051
Deferred financing costs                                                65,157                   71,812
Goodwill                                                             3,870,461                1,279,810
Intangible assets, net of amortization                               1,564,148                  436,638
                                                            -------------------    ---------------------
TOTAL ASSETS                                                     $  32,420,430            $  21,707,793
                                                            ===================    =====================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
Short-term debt                                                  $  10,550,569            $  11,467,706
Accounts payable - trade                                             7,912,710                8,345,395
Accrued expenses                                                     1,267,452                  781,222
Success fees                                                           172,222                  233,333
Income taxes payable                                                    37,072                  135,712
Current maturities on long-term debt                                 5,122,736                  405,107
                                                            -------------------    ---------------------
     Total current liabilities                                      25,062,761               21,368,475

Long-term debt less current maturities                                 127,863                1,314,218
Other non-current liabilities                                           48,307                   64,286

SHAREHOLDERS' EQUITY (DEFICIT) :
Common shares; no par value, authorized, 20,000,000
        shares at September 30, 2005 and
        10,000,000 shares at December 31, 2004;
        issued and outstanding, 4,640,130 shares
        at September 30, 2005 and 1,229,732 shares
        at December 31, 2004                                        14,804,227                2,130,952
Accumulated deficit                                                (7,901,929)              (3,411,380)
Foreign currency translation                                           279,201                  241,242
                                                            -------------------    ---------------------
          Total shareholders' equity (deficit)                       7,181,499              (1,039,186)
                                                            -------------------    ---------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)             $  32,420,430            $  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 September 30,          Nine Months Ended September 30,
                                               ---------------------------------------  ----------------------------------------
                                                      2005                 2004               2005                 2004
                                                                   -                                      -
                                               --------------------  -----------------  ------------------  --------------------
REVENUES:
<S>                                                 <C>                  <C>                <C>                   <C>
Sales, net of customer discounts                    $   15,341,121       $ 12,959,301       $  44,446,385         $  24,951,903



Cost of goods sold                                      13,794,780         11,506,797          41,509,714            21,997,241
                                               --------------------  -----------------  ------------------  --------------------


         Gross profit                                    1,546,341          1,452,504           2,936,671             2,954,662


Selling, general and administrative expenses             3,096,654          1,284,117           7,368,947             2,553,277
                                               --------------------  -----------------  ------------------  --------------------


OPERATING (LOSS) INCOME                                (1,550,313)            168,387         (4,432,276)               401,385

OTHER (INCOME) EXPENSE:

Miscellaneous  expense (income)                             10,380           (14,922)             (28,098)              (36,348)

Interest expense                                           268,135            444,026             736,655               778,542

Financing costs                                              8,886            155,915              28,204               292,966

Interest and dividend income                               (4,801)                794             (9,650)                   202

Foreign exchange loss (gain)                             (555,419)             62,342           (608,765)               110,782
                                               --------------------  -----------------  ------------------  --------------------

         Total other (income) expense                    (272,819)            648,155             118,346            1,146,144
                                               --------------------  -----------------  ------------------  --------------------


LOSS BEFORE INCOME TAXES                               (1,277,494)          (479,768)         (4,550,622)             (744,759)

INCOME TAX PROVISION (BENEFIT)                             135,548            110,644            (60,073)               223,665
                                               --------------------  -----------------  ------------------  --------------------

NET LOSS                                           $   (1,413,042)       $  (590,412)      $  (4,490,549)         $   (968,424)
                                               ====================  =================  ==================  ====================

NET LOSS PER COMMON SHARE - BASIC AND DILUTED        $      (0.30)        $    (0.48)        $     (1.11)          $     (0.79)
                                               ====================  =================  ==================  ====================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING                                              4,640,130          1,229,732           4,043,596             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>
                                                                Nine Months Ended September 30,
                                                  ------------------------------------------------------
                                                             2005                         2004
                                                  --------------------      ----------------------------

<S>                                                     <C>                    <C>
NET CASH USED IN OPERATING ACTIVITIES                   $ (1,947,500)          $   (1,495,176)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash received                        (8,195,681)                (405,278)
Capital  expenditures                                       (159,779)                 (58,436)
                                                  --------------------        -----------------
        Net cash used in investing activities             (8,355,460)                (463,714)
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                                -                (436,496)
Financing costs                                                     -                (304,988)
Net borrowings (payments) on credit facilities                868,087              (1,105,057)
Proceeds from 2004 bridge note financing                            -                2,150,000
Proceeds from issuance of long-term debt                    1,694,232                1,394,000
Proceeds from issuance of short-term obligations                    -                1,186,293
Repayment of long-term obligations                          (502,027)                (655,848)
Repayment of short-term obligations                       (4,695,731)                 (48,000)
                                                  --------------------        -------------------
        Net cash provided by financing activities          10,876,682                2,179,904
IMPACT OF FOREIGN CURRENCY EXCHANGE ON CASH                   183,107                   55,627
NET INCREASE IN CASH AND CASH EQUIVALENTS                     756,829                  276,641
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                257,786                   22,454
                                                  --------------------        -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $   1,014,615             $    299,095
                                                  ====================        ===================

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             $    436,496
                                                  ==========================  ===================
        Stock issued as payment of debt                  $    303,180             $          -
                                                  ==========================  ===================
        Issuance of debt to purchase land
        and building                                     $   4,141,488            $          -
                                                  ==========================  ===================
        Obligations incurred in Steelbank
        acquisitions                                                 -            $  1,312,480
                                                  ==========================  ===================
        Issuance of stock warrants                                   -            $    651,583
                                                  ==========================  ==================
</TABLE>

<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1. Financial Statement Presentation

     We  prepared  our  unaudited  interim  consolidated   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.  Certain prior period  amounts have been
reclassified to conform to the presentation adopted during the current period.

     The  unaudited  interim  consolidated  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
nine-month  period  ended  September  30, 2005 do not  necessarily  indicate the
results  that should be expected  for the year ending  December  31,  2005.  The
unaudited interim consolidated financial statements should be read together with
the consolidated  financial  statements and related notes included in our Annual
Report on Form 10-K/A for the year ended December 31, 2004.

2. Liquidity

     The Company has $2,880,000 of debt maturing  within the next twelve months.
In addition, the Company is in violation of the financial covenants with respect
to its Steelbank Loan Agreement and its Ewco Credit  Facility.  We have incurred
losses of $4.5 million  through the first nine months of the year, and we expect
that for the  foreseeable  future,  our  operating  expenses  will  continue  to
constitute a significant use of our cash balances.  We currently anticipate that
our existing cash is not  sufficient to meet our presently  anticipated  working
capital, capital expenditure and operating requirements for at least the next 12
months.  Either  within this time period or at some future date,  if our current
financial performance  continues,  we will need to raise additional funds. There
can be no assurance  that this  additional  financing  will be available,  or if
available,  will be on reasonable  terms. If adequate funds are not available on
acceptable  terms,  we may  have  to  accept  financing  on  terms  we  view  as
unreasonable or that are dilutive to our  stockholders.  Please see Management's
Discussion  and  Analysis,  Liquidity  and  Capital  Resources,  for  additional
information on funds raising activities.

3.  Acquisitions by the Company

     Tarpon  Industries,  Inc. (the "Company" or "Tarpon") was  incorporated  in
Michigan on January 16, 2002. The Company  completed two  acquisitions  in 2004.
Eugene Welding Co., ("EWCO"),  was acquired in April 2004, and Steelbank,  Inc.,
("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. As a result of the acquisition, Steelbank, Inc combined
with the Haines Road  business and  relocated to Haines Road.  On April 6, 2005,
Steelbank, Inc. changed its name to Steelbank Tubular, Inc.

     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 and
(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 Steel Tube Co., LTD.,  ("Bolton")  from
Haines  Road.   The  purchase   price  was  allocated  as  follows:   $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, a related party, 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 8.

     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, Tarpon 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.
The six month non compete agreements expired on August 17, 2005.

     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 in connection with the
acquisition of 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 September 30,          Nine Months Ended September 30,
                                              ------------------------------------    -----------------------------------
                                                      2005                 2004             2005                  2004
                                              ------------------------------------    -----------------------------------


<S>                                           <C>                     <C>             <C>                    <C>
Net sales                                     $    15,341,121         $16,507,206     $   46,912,010         $  49,492,807
Income (loss) before taxes                    $    (1,277,494)        $   182,541     $   (4,215,404)        $     406,574
Net income (loss)                             $    (1,413,042)             98,376     $   (4,105,012)        $   (245,912)
Net  income (loss) per common share - basic
and diluted                                   $       (0.30)          $      0.02     $       (0.88)        $      (0.05)
Weighted average number of common shares
outstanding                                         4,640,130           4,640,130          4,640,130             4,640,130
</TABLE>



4. Midwest Tube Mill, Inc. Agreement

     On August 30, 2005, MTM Acquisition Company ("MTM  Acquisition"),  a wholly
owned  subsidiary  of  Tarpon  Industries,   formed  for  the  purpose  of  this
acquisition,  entered into an Asset Purchase  Agreement with Midwest Tube Mills,
Inc.  ("Midwest"),  a  manufacturer  of  mechanical  steel  tubing,  and certain
stockholders of Midwest,  for the acquisition of substantially  all of Midwest's
assets and business (the "Transaction").

     The purchase  price to be paid for  Midwest's  assets and business is $27.5
million  (consisting  of $25  million  in cash and a $2.5  million  subordinated
promissory  note (the "Note") plus the  assumption of certain  liabilities.  The
purchase price is subject to  adjustment,  as provided for in the Asset Purchase
Agreement,  for any  increase or  decrease in working  capital as of the closing
date, as compared with average working capital for the twelve months ended April
31, 2005.  The Note  provides for ten  semi-annual  payments of principal in the
amount of $250,000 each, plus accrued interest therein. Interest shall accrue on
the  unpaid  principal  balance  at the  rate of 9.25%  per  year.  Tarpon  will
guarantee MTM Acquisition's obligation under the Note.

     The Asset Purchase Agreement contains representations and warranties of the
parties, as well as conditions to closing. Among other conditions is the receipt
of audited  financial  statements  for the three years ended  December 31, 2004.
There can be no assurance that a closing will occur.

     Subject to closing of this  Transaction,  MTM  Acquisition  also  agreed to
enter into a lease with Bar  Properties,  LLC, an  affiliate  of Midwest for the
lease of Midwest's  headquarters and manufacturing  facility located in Madison,
Indiana.  The lease  provides for an initial term of five years and two separate
renewal terms of five years each.  The initial rent under the terms of the lease
will be  $50,000  per month  escalating  to $60,000  per month  during the first
renewal term and $70,000 per month during the second  renewal term. The lease is
a "triple net" lease and requires MTM Acquisition to pay all taxes, maintenance,
repairs and other charges associated with the use of the premises.

5. Goodwill and Intangible Assets

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

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

<S>                 <C> <C>                       <C>          <C>                        <C>           <C>
Balance at December 31, 2004, net                 $1,279,810   $        89,223            $  347,415    $ 1,716,448

Acquisition of Haines Road                         2,439,000         1,212,000                     -      3,651,000

Foreign currency impact                              151,651            49,935                 4,559        206,145

2005 amortization                                          -           (87,050)             (51,934)      (138,984)
                                            ----------------- ------------------ --------------------  ---------------
Balance at September 30, 2005, net                $3,870,461        $ 1,264,108           $  300,040    $ 5,434,609
                                            ================= ================== ====================  ===============
</TABLE>

     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.

        2005                                 $       192,810
        2006                                         269,392
        2007                                         276,243
        2008                                         264,825
        2009                                         222,582
        Thereafter                                   338,296
                                              --------------
        Total                                $     1,564,148
                                             ================

Annual estimated total amortization expense is as follows:


     The Company's third quarter 2005 results were below the forecasts  utilized
when the Company  originally  acquired  EWCO,  Steelbank  and Haines  Road.  The
conditions  in the  markets in which the  Company  operates  have  continued  to
deteriorate  and one of the Company's  major  customers,  FENCEMaster,  declared
bankruptcy  in  October  2005.  As a result of these  factors,  the  Company  is
currently  revising its operating and financial plans downward from its previous
forecast.  The Company plans to conduct its annual  impairment  test of goodwill
and intangible  assets at October 1, 2005. As noted in the Company's 2004 Annual
Report on Form 10-K/A,  if actual results  differ from the Company's  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,  the
Company would reduce the carrying  value of goodwill to fair value and recognize
an  impairment  expense in that  amount in the income  statement.  The  carrying
amount of goodwill is $3.9  million.  While the  Company has not  completed  its
first or second step of testing,  an  impairment  loss could  result  during the
fourth quarter 2005 as a result of those analyses. It is not reasonably possible
to estimate the amount; however, such loss could be material.

<PAGE>


6. Details of Balance Sheet
<TABLE>
<CAPTION>

INVENTORIES:

                                     September 30,           December 31,
                                         2005                    2004
                                 ----------------------  ----------------------
<S>                                  <C>                  <C>
Raw materials                        $  3,286,685         $    4,289,648
Work in process                           241,185                602,390
Finished goods                          2,339,988              2,599,276
Supplies                                  199,768                113,070
                                 ----------------------  ----------------------
     Total                           $  6,067,626         $    7,604,384
</TABLE>

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


PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>

                                                  September 30,           December 31,
                                                      2005                    2004
                                             ---------------------  ----------------------
<S>                                                  <C>              <C>
Land                                                 $  2,620,259     $               -
Building and leasehold improvements                     2,882,921               202,086
Machinery and equipment                                 5,768,320               394,554
Computer equipment                                        167,474                59,185
Transportation equipment                                   56,007                24,500
Furniture and fixtures                                     74,423                60,151
                                             ---------------------  ----------------------
      Total                                            11,569,404                740,476
Accumulated depreciation and amortization               (446,195)              (105,425)
                                             ---------------------  ----------------------
      Net property, plant and equipment              $ 11,123,209            $   635,051
                                             =====================  ======================
</TABLE>

<PAGE>

7. Short-Term Debt

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

                                                                September 30,      December 31,
                                                                     2005               2004
                                                             ------------------ -------------------

<S>                                                           <C>                   <C>
Steelbank revolving credit facility                           $ 1,722,167           $           -
EWCO revolving credit facility                                  5,857,307               6,711,387
First mortgage on Haines Road facility                          2,971,095                       -
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                                                   $ 10,550,569           $ 11,467,706
                                                             ==================  ================
</TABLE>


8. Long-Term Debt and Capital Leases

         Long-term debt and capital lease obligations were as follows:
<TABLE>
<CAPTION>

                                                              September 30,           December 31,
                                                                  2005                   2004
                                                            --------------------   -------------------

<S>                                                           <C>                   <C>
Steelbank term loan                                           $ 1,614,438           $          -
Second mortgage on Haines Road facility                         1,025,040                      -
Third mortgage on Haines Road facility                            427,100                      -
Note payable to Bolton Steel Tube company, Ltd.                   790,777                      -
EWCO term loan                                                  1,138,433              1,347,533
Notes payable to former shareholders of Steelbank                 230,634                336,272
Other, including capital lease obligation                          24,177                 35,520
                                                      --------------------          -----------------
      Total                                                     5,250,599              1,719,325
Current portion                                               (5,122,736)              (405,107)
                                                      --------------------          -----------------
Long-term portion                                              $  127,863            $ 1,314,218
                                                      ====================          =================
</TABLE>


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

Current Portion of Long-Term Debt
<TABLE>
<CAPTION>

                                                          September 30,            December 31,
                                                               2005                    2004
                                                        --------------------    ----------------

<S>                                                       <C>                    <C>
Steelbank term loan                                       $   1,614,438          $          -
Second mortgage on Haines Road facility                       1,025,040                     -
Third mortgage on Haines Road facility                          427,100                     -
Note payable to Bolton Steel Tube company, Ltd.                 790,777                     -
EWCO term loan                                                1,138,433               278,800
Note payable to Bolton Steel Tube Company, Ltd.                       -                     -
Notes payable to former shareholders of Steelbank               115,317               112,091
Other, including capital lease obligation                        11,631                14,216
                                                      -----------------------   ------------------
     Total                                             $      5,122,736          $    405,107
                                                      =======================   ==================
</TABLE>


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.

     Principal on the term loan is payable in sixty equal  monthly  installments
of $35,000  Canadian  dollars  beginning  on April 1, 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 EWCO. 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.

     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. 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 was in violation of the financial covenants of
its loan  agreement as of September  30,  2005,  driven  primarily by the losses
sustained  this year.  Steelbank has not obtained a waiver from its lenders to
waive the violation as of September 30, 2005. Accordingly,  the related debt has
been shown as current as of September 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 Steelbank's, 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.

     In August 2004, the Company  refinanced  its credit  facility with Standard
Federal Bank, N. A., including a revolving credit facility for up to $7,000,000,
which was increased to $9,000,000 in December 2004,  subject to a borrowing base
based on eligible  inventory and  receivables,  originally  maturing  August 31,
2007,  a  $1,394,000  term  loan.  The term  loan is  payable  in equal  monthly
installments  of principal  based on a five year  amortization  ending August 1,
2009,  but matures  August 31, 2007,  if the  revolving  credit  facility is not
renewed.  The  loans are  secured  by all of EWCO's  personal  property  and are
guaranteed by Tarpon. The principal amount  outstanding bears interest,  payable
monthly,  at the bank's prime rate. The loan agreement requires EWCO to maintain
a minimum debt service  coverage ratio and minimum  tangible net worth.  It also
generally  prohibits  dividends  and  limits  EWCO's  ability  to  make  capital
expenditures.  EWCO paid a 1% closing  fee and must pay a 0.25%  unused  line of
credit fee. EWCO is also subject to a 1% prepayment fee if the loans are prepaid
any time before maturity.

     EWCO was in violation of the financial covenants for tangible net worth and
debt service coverage of its loan agreement as of September 30, 2005,  resulting
primarily from the losses  sustained  this year.  EWCO has not obtained a waiver
from its lenders to waive the violation as of September  30, 2005.  Accordingly,
the related debt has been shown as current as of September 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 EWCO;  however,
there can be no assurance that an agreement will be reached.


Steelbank Tubular, Inc. Mortgages

     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,
collateralized  $2,765,000 (Cdn.  $3,500,000) by a one-year  mortgage  financing
jointly  secured by the Haines Road real estate and the  Company  with  interest
payable  monthly at 1.25% above  Canadian  prime rate.  In  addition,  Steelbank
Tubular,  Inc.  obtained second and third mortgages from Bolton,  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.

9. Comprehensive Loss

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

                                                      Three Months Ended September 30,         Nine Months Ended September 30,
                                                    --------------------------------------   ------------------------------------
                                                           2005               2004                 2005               2004
                                                    ------------------- ------------------   ------------------  ----------------

<S>                                                  <C>                 <C>                  <C>                 <C>
 Net loss                                            $    (1,413,042)    $     (590,412)      $   (4,490,549)     $   (968,424)
 Other comprehensive (loss) / gain -
   foreign currency translation adjustments
                                                              71,097                363                37,959            4,855
                                                    ------------------- ------------------   ------------------  ----------------
     Comprehensive loss                              $    (1,341,945)    $     (590,049)      $   (4,452,590)     $   (963,569)
                                                    =================== ==================   ==================  ================
</TABLE>


10. Stock Options

     As of October 22, 2004,  the board of  directors  and  shareholders  of the
Company  adopted the Tarpon  Industries,  Inc. 2004 Stock Option Plan.  The plan
allows the Company to grant  incentive  stock  options and  non-qualified  stock
options to the directors,  officers, employees,  consultants and advisors of the
Company 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 for 348,285
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 for which  424,000 was  expensed in the first
quarter,  or in cumulative annual  installments over three years for the officer
and employee options for which no expense was recorded.  No options were granted
during the first nine months of 2004 and no options were  exercised in the first
nine 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 accounted for as
a part of the acquiring of Steelbank.

     The Company  accounts for  stock-based  compensation of employees using the
intrinsic value mentod prescribed in APB No. 25.

     Had  compensation  expense for stock  options  that vested in the three and
nine month periods ending  September 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>

                                                                Three Months Ended                   Nine Months Ended
                                                        ----------------------------------- ----------------------------------
                                                                  September 30,                        September 30,
                                                        ----------------------------------- ----------------------------------
                                                              2005              2004               2005              2004
                                                        ----------------------------------- ----------------------------------
                                                                           in thousands except per share data
<S>                                                      <C>              <C>                   <C>                <C>
Net loss                                                 $  (1,413)       $        (590)        $  (4,491)         $   (968)
Add:  Stock-based employee compensation included
      in resported net loss                              $        0       $            0        $        0         $       0
Deduct: Stock-based employee compensation expense
      had fair value method been applied                       (53)                   -              (132)                -
                                                        ----------------------------------- ----------------------------------
Pro forma net loss                                       $  (1,466)       $        (590)       $   (4,623)         $   (968)
Net loss per common share - basic and diluted            $   (0.30)       $       (0.48)       $    (1.11)         $  (0.79)
Pro forma net loss per common share -                    $   (0.32)       $       (0.48)       $    (1.14)         $  (0.79)
      basic and diluted
</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 nine month  periods  ending
September  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 third  quarter of 2005 or for the first nine
months of 2004.

11. 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  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  of the  Board,  President  and Chief  Executive
Officer and his son, individually and through Bainbridge Advisors, Inc.:

<TABLE>
<CAPTION>
                                            Three Months Ended September 30,              Nine Months Ended September 30,
                                      --------------------------------------------  ---------------------------------------------
                                               2005                   2004                 2005                   2004
                                      ----------------------- --------------------  ------------------- -------------------------

<S>                                    <C>                                 <C>       <C>                 <C>
 Advisory services and expenses        $           77,687                  50,309    $        254,406    $        104,986
 Stock options granted                                  -                       -             333,300                   -
 Salaries and benefits                                  -                       -                   -             130,177
 Success fees                                           -                       -             200,000             400,000
                                      ----------------------- --------------------  ------------------- -------------------------
         Total                         $           77,687                  50,309    $        787,706    $        635,163
                                      ======================= ====================  =================== =========================
</TABLE>


     During the three and nine month periods ending September 30, 2005 and 2004,
the Company paid the former Chairman of the Board, President and Chief Executive
Officer and his son, individually and through Bainbridge Advisors, Inc. $172,687
and $539,790, and $50,309 and $180,486, respectively.

     As of September 30, 2005, liabilities included $213,889 of the success fees
owed for the EWCO,  Steelbank and Haines Road  acquisitions  consummated in 2004
and 2005.

12. 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 the initial public offering  exercised in full the over-allotment
option to purchase the additional  427,500 common shares,  which was sold in the
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 initial public  offering and the over  allotment  exercise were
approximately  $11,946,000.  Proceeds of the  offering  were used to finance the
acquisition  of  Haines  Road  to  repay  outstanding  indebtedness,   including
indebtedness related to prior acquisitions,  and for working capital and capital
expenditures.

13. Geographic Information

     Net  revenues by country for the Company  (including  EWCO,  Steelbank  and
Haines Road,  since the date of  acquisition)  were as follows for the three and
nine months ended September 30, 2005 and 2004:

<TABLE>
<CAPTION>

                                Three Months Ended                       Nine Months Ended
                                  September 30,                            September 30,
                   -----------------------------------------  ---------------------------------------
                            2005                  2004                 2005                2004
                   -----------------------------------------  ---------------------------------------

<S>                   <C>                   <C>                  <C>              <C>
United States         $ 11,058,516          $  10,872,150        $ 34,120,483     $    21,902,604
Canada                   4,282,605              2,087,151          10,325,902           3,049,299
                   -----------------------------------------  ---------------------------------------
        Total         $ 15,341,121          $  12,959,301        $ 44,446,385        $ 24,951,903
                   =========================================  =======================================
</TABLE>


14.  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 September 30, 2005 and 2004:

<TABLE>
<CAPTION>

                                         Three Months Ended                          Nine Months Ended
                                            September 30,                              September 30,
                                -----------------------------------------  -----------------------------------------
                                     2005                  2004                  2005                  2004
                                -----------------------------------------  -----------------------------------------

Manufactured by the Company:
<S>                                   <C>                <C>                   <C>               <C>
Structural Steel Tubing               $  4,594,148       $  5,063,172          $ 14,115,598      $ 10,232,109
Mechanical Steel Tubing                  6,310,954            408,576            13,660,601           774,682
Steel Storage Rack Systems               4,427,537          5,514,638            15,824,844        11,010,049
                                -----------------------------------------  -----------------------------------------
        Total                         $ 15,332,639       $ 10,986,386          $ 43,601,043      $ 22,016,840
                                =========================================  =========================================

Manufactured by others:
Structural Steel Tubing               $          -       $          -          $          -                 -
Mechanical Steel tubing                      8,482          1,972,915               770,915         2,935,063
Steel Storage Rack Systems                       -                  -                74,427                 -
                               ------------------------------------------  -------------------------------------------
            Total                     $      8,482       $  1,972,915          $    845,342       $ 2,935,063
                               ==========================================  ===========================================
</TABLE>

15. 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 carryforwards. The potential loss carryforward
is $7 million.  The income tax recovery benefit of $60,000 relates to Steelbank,
as the Company expects to realize benefits from its tax loss carry forwards. The
comparable expense in 2004 relates mainly to EWCO.

16. New Accounting Pronouncements

     During December 2004, the Financial  Accounting Standards Board 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.

17. Contingencies

     The  Company  is a party  to  various  litigation  matters  arising  in the
ordinary course of business.  The ultimate legal and financial liability of this
litigation cannot be estimated with certainty, but management believes, based on
their  examination  of these matters and  experience to date,  that the ultimate
liability will not be material to the Company's business, financial condition or
results of operations.

18. Concentration of Credit Risk

     The Company had three major customers in the third quarter of 2005, and for
the nine months ended  September 30, 2005,  that accounted for 26.6%  (including
Fencemaster  at 7.1%)and  25.7%  (including  Fencemaster  at 6.5%) of net sales,
respectively,  and 18.6% (including  Fencemaster at 10.5%)of accounts receivable
as of  September  30,  2005.  The Company had five major  suppliers in the third
quarter  of  2005,  and for the nine  months  ended  September  30,  2005,  that
accounted for 29.9% and 31.6% of net purchases, respectively.

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

     The Company had two major  customers in the third quarter of 2005,  and for
the nine months ended  September 30, 2005, that accounted for 19.5% and 19.2% of
net sales, respectively,  and 9.1% of accounts receivable at September 30, 2005.
The Company had five major  suppliers in the third quarter of 2005,  and for the
nine months ended  September 30, 2005, that accounted for 29.9% and 31.6% of net
purchases, respectively.

19. Subsequent Events

     In October  2005,  three trade  creditors  filed an  involuntary  Chapter 7
bankruptcy  petition against C&W  Manufacturing  Inc., d/b/a  FENCEMaster in the
Bankruptcy  Court  for the  Western  District  of  Tennessee.  FENCEMaster  is a
manufacturer  of dog kennels  and a  significant  customer  of Tarpon  (although
representing  less than 10% of the  Company's  sales for the nine  months  ended
September 30, 2005). At the time of the Chapter 7 petition filing, Tarpon had an
unsecured receivable of approximately $925,000 from FENCEMaster. The Company has
increased its allowance for doubtful  accounts as of September 30, 2005 to fully
reserve this amount.

     The Company is pursuing the acquisition of FENCEMaster  assets and has made
additional advances totaling approximately $1,474,000 as of November 11, 2005 to
FENCEMaster.  FENCEMaster  and its senior  lender  have  granted  the  company a
security  interest  in  FENCEMaster's  assets  junior only to that of the senior
lender to secure  these  advances.  As of November  15, 2005 the Company is owed
$2.4 million by FENCEMaster.

     If  Tarpon  is   successful   in  acquiring  the  assets  and  business  of
FENCEMaster, Tarpon expects to recover the Company's secured accounts receivable
and at this time has reserved the unsecured accounts receivable in full.

     On November 11, 2005, EWCO, through a wholly-owned  subsidiary company, FM,
Inc.  entered into an Asset  Purchase  Agreement with  FENCEmaster,  and certain
stockholders  of  FENCEMaster,  for  the  acquisition  of  substantially  all of
FENCEMaster's assets and business (the "Transaction").  The purchase price to be
paid for  FENCEMaster's  assets is  $4,024,829  plus certain  costs and expenses
including the costs to cure certain  assumed  contracts  consistent with Section
365 of the Bankruptcy Code. The Purchase price consists of (a) the assumption of
a $925,000 debt to EWCO. and/or Steelbank,  subsidiaries of the Registrant;  (b)
payment of  $2,964,829,  which is net of previously  advanced  amounts due as of
November 10, 2005 to Wachovia Bank, National Association; (c) payment of $50,000
to First South Bank, a Tennessee banking  corporation;  and (d) $100,000 payable
to FENCEMaster.

     The Asset Purchase Agreement contains representations and warranties of the
parties,  as well as  conditions  to  closing.  Among  other  conditions  is the
entering  by the United  States  Bankruptcy  Court for the  Western  District of
Tennessee of a Final Order of Sale approving the  Transaction,  which is subject
to a hearing on higher  and  better  offers.  There can be no  assurance  that a
closing will occur.

     If Tarpon is unable to  consummate a  transaction  to acquire the assets of
FENCEMaster,  the Company,  depending on the assets of FENCEMaster available for
distribution to its secured creditors and the amount due to its senior lender at
the time of any such  distribution,  could  lose  some of the  secured  accounts
receivable.

 <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
unaudited interim 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 statements 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 or on
our behalf in this report otherwise.

Overview of Recent Operations

     During the third  quarter of 2005,  the Company  had net  revenues of $15.3
million and a net loss of $1.4 million or ($0.30) per share.  This compares with
third  quarter 2004 revenues of $13.0 million and a net loss of $0.59 million or
($0.48) per share.

     For the first nine months of 2005,  the  Company had net  revenues of $44.4
million and a net loss of $4.49 million or ($1.11) per share. This compares with
net revenues of $25 million and a net loss of $0.97 million or ($0.79) per share
for the first nine months of 2004.

     Third  quarter  results  were  adversely  affected  by  a  bankruptcy  of a
significant  customer  which  generated a bad debt  expense of  $925,000,  and a
decline in steel prices that started at the beginning of 2005.  Hot rolled steel
prices  dropped 6.1% from $537 per ton at the start of the third quarter 2005 to
approximately  $504 per ton at the end of the third quarter 2005.  Similar drops
were also seen in all other raw material inputs for our  businesses.  During the
first nine months of 2005, the total steel price  reductions were  approximately
22%, reflecting a reduction from $650 per ton at the beginning of the year.

     The Company's third quarter 2005 results were below the forecasts  utilized
when the Company  originally  acquired  Eugene  Welding  Company,  Steelbank and
Haines Road.  The  conditions in the markets in which the Company  operates have
continued to deteriorate  and one of the Company's  major clients,  FENCEMaster,
declared  bankruptcy in October 2005. As a result of these factors,  the Company
is currently  revising its  operating  and  financial  plans  downward  from its
previous  forecast.  The Company plans to conduct its annual  impairment test of
goodwill and  intangible  assets as October 1, 2005.  As noted in the  Company's
2004 Annual Report on Form 10-K/A,  if actual  results differ from the Company's
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, the Company would reduce the carrying value of the Company's  goodwill to
fair value and recognize an  impairment  expense in that amount in the Company's
income statement. The carrying amount of the Company's goodwill is $3.9 million.
While the company  has not  completed  its first or second  step of testing,  an
impairment loss could result during the fourth quarter 2005 as a result of those
analyses.  It is not reasonably possible to estimate the amount;  however,  such
loss could be material.

     Reduced  steel  pricing  in 2005  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.

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

     The second and third  quarters of 2005 also fully  reflected  the  selling,
general and  administrative  expenses  related to the Haines Road and  Steelbank
facilities as compared to the same period in 2004.

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

Net Revenues

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

<TABLE>
<CAPTION>

                                                      Three Months Ended September 30,
                         ---------------------------------------------------------------------------------
                                        2005                                        2004
                         --------------------------------------- -----------------------------------------
                           Net Revenues           Tonnage             Net Revenues            Tonnage
                         --------------------------------------- -----------------------------------------
<S>                              <C>                      <C>           <C>                      <C>
EWCO Tubular                     $ 5,249,668              7,383         $  5,471,748             5,804
EWCO  SpaceRak                     5,086,752              3,904            5,514,638             4,045
Steelbank Tubular*                 5,004,701              4,604            1,972,915                 -
                         --------------------------------------- -----------------------------------------
        Total                   $ 15,341,121             15,891         $ 12,959,301             9,849
                         ======================================= =========================================
</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.

     Net revenue for the third quarter of 2005 increased  approximately 18% over
the same period in 2004 from $13.0 million to $15.3  million on reduced  prices,
while  volume on a tonnage  basis  increased  61%.  Net  Revenues  for the third
quarter of 2005 increased $2.3 million  primarily due to the  acquisition of the
Haines Road business in February 2005.  These increases were partially offset by
lower net revenues at EWCO mostly related to declining steel prices.

     EWCO Tubular volume on a tonnage basis increased by  approximately  27 % in
2005 over third  quarter  2004 with  revenues of $5.2 million or 4.1% lower than
2004 due to reduced selling prices, which were driven by declining steel prices.

     EWCO's SpaceRak  engineered racking tonnage volumes declined by 3.5% in the
third quarter of 2005.  Net revenues  decreased  from $428,000 from $5.1 million
for third quarter 2005 to $5.5 million in 2004. The vast majority of the decline
was due to lower prices brought on by declining steel prices.

     Steelbank Tubular had net revenues of $5.0 million for the third quarter of
2005.  Net revenues  increased  significantly  from 2004 levels of $2.0 million.
Revenues for 2004 reflected only the distribution  sales of Steelbank,  its only
activity in 2004 prior to the Haines Road acquisition.

Cost of Goods Sold and Gross Profit

     Gross profit for the three months ended  September 30, 2005 at $1.5 million
increased by $94,000,  or 6.5%, over the  corresponding  period for 2004.  Gross
margins  decreased  to 10.1%  from  11.2%  for the  corresponding  periods.  The
decrease in gross margin is largely due to  declining  steel prices which caused
us to lower pricing to retain and gain additional business in a soft market.

Selling, General and Administrative Expense

     Selling,  general and administrative  costs,  inclusive of depreciation and
amortization  expense,  increased  from $1.3  million,  or 9.9% of net  revenue,
during the third quarter of 2004 to $3.1 million or 20.2% of net revenue  during
the third  quarter of 2005.  Depreciation  and  amortization  expense  increased
$288,000 as a result of the acquisition of the Haines Road plant and real estate
in February and May 2005,  respectively.  Other cost increases  include bad debt
expense of $925,000, salaries and wages of $179,000 associated with the acquired
operations of Haines Road and providing  staff to integrate  businesses and grow
the Company's  sales,  legal and professional  fees of $192,000  associated with
being a public company and searching for additional  companies for acquisitions,
as well insurance expenses of $70,000.  Our selling,  general and administrative
expenses will remain high as a percentage of net revenues, until the Company can
increase sales through proposed acquisitions.

Other Income and Expense

     Other  income and  expense  changed  from  expense of $648,000 to income of
$273,000 for the three months ended  September  30, 2004 and September 30, 2005,
respectively.  The  improvement  resulted  from an increase in foreign  exchange
gains of $618,000 as a result of the  strengthening  of the Canadian  dollar and
its effect on Steelbank,  and a decrease in interest expense and financing costs
of $323,000, due to lower warrant costs and interest rates.

Income Taxes

     During the third quarter of 2005,  Steelbank  Tubular provided for $136,000
of Canadian income tax expense.

Net Loss

     Net loss  increased  $823,000  to  $1,413,000  for the three  months  ended
September  30, 2005,  versus  $590,000 for the three months ended  September 30,
2004 for the reasons described above.

Comparison of Operating  Results for the Nine Month Periods Ended  September 30,
2005 and 2004

Net Revenues

         Listed in the tables below are net revenues and tonnages for the nine
months ended September 30, 2005 and 2004.

<TABLE>
<CAPTION>

                                                         Nine Months Ended September 30,
                         ----------------------------------------------------------------------------
                                         2005                                   2004
                         ----------------------------------------------------------------------------
                          Net Revenues            Tonnage           Net Revenues               Tonnage
                         -----------------  -------------------  ------------------  ----------------
<S>                        <C>                   <C>                <C>                     <C>
EWCO Tubular               $15,499,421           19,768             $ 11,006,791            11,905
EWCO  SpaceRak              15,899,271           11,865               11,010,049             8,368
Steelbank Tubular*          13,047,693           11,500                2,935,063                 -
                         -----------------  -------------------  ------------------  ----------------
        Total              $44,446,385           43,133             $ 24,951,903            20,273
                         =================  ===================  ==================  ================
</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 nine months ended  September  30, 2005  revenue  increased to $44.4
million or $19.5 million with volume on a tonnage basis increasing 113% over the
same period last year.  The  increase  in revenue  primarily  is a result of the
acquisitions of EWCO in April 2004 ($9.4 million), Steelbank Tubular in May 2004
and Haines Road in February 2005 ($10.1 million).

     The increase in EWCO revenue was primarily the result of the acquisition of
EWCO in April 2004.  The increase was partially  offset by falling steel prices,
which  resulted  in the average  price per ton of EWCO  products  decreasing  by
17.7%.

Cost of Goods Sold and Gross Profit

     Gross profit was $3.0  million and $2.9 million for the nine month  periods
ended September 30, 2005 and 2004, respectively. Gross margins decreased to 6.6%
versus 11.8% for the corresponding periods. 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.

Selling, General and Administrative Expense

     Selling,  general and administrative  costs increased from $2.6 million, or
10.2% of sales,  during the first nine months of 2004 to $7.4 million,  or 16.6%
of sales,  during the first nine months of 2005. These costs reflect an increase
in salaries and wages of $1.29 million  associated with the acquired  operations
of EWCO and Haines Road and providing staff to integrate businesses and grow our
sales and additional bad debt expense of $925,000 related to the bankruptcy of a
significant  customer.  Our selling,  general and  administrative  expenses will
remain  high as a  percentage  of net  revenues  unless  and until  the  Company
increases  sales  through  proposed  acquisitions.  In addition,  we incurred an
increase in legal and professional fees of $1.7 million associated with becoming
a public  company and  searching  for  additional  companies  for  acquisitions.
Insurance  expense  increased by $207,000  including  $105,000 for Directors and
Officers and $102,000 for business insurance associated with the acquisitions of
EWCO, Steelbank and the Haines Road facility.

Other Income and Expense

     Other income and expense  changed from expense of  $1,146,000 to expense of
$118,000 for the nine months ended  September  30, 2004 and  September 30, 2005,
respectively.  The decrease was due primarily to an increase in foreign exchange
gains of $720,000 and a reduction in  financing  costs and interest  expenses of
$307,000.

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 carryforwards. The potential loss carryforward
is $7 million.  The income tax recovery benefit of $60,000 relates to Steelbank,
as the Company expects to realize benefits from its tax loss carry forwards. The
comparable expense in 2004 relates mainly to EWCO.

Net Losses

     Net losses  increased  $3.5  million to $4.49  million  for the nine months
ended September 30, 2005 versus $.97 million for the nine months ended September
30, 2004 for the reasons set forth above.

Liquidity and Capital Resources

     As of September 30, 2005, we had a net operating working capital deficit of
$9,246,000,   including  cash  and  cash  equivalents  of  $1,015,000,  accounts
receivable of $7,819,000,  inventories of $6,068,000 and total current operating
liabilities of $24,990,000,  including  accounts payable of $7,952,000 and other
accrued expenses of $1,137,000.  Other current liabilities at September 30, 2005
include  $7,579,000  outstanding  on  revolving  credit  facilities  and a first
mortgage on the Haines Road facility of $2,971,000 and  reclassified  $2,753,000
of Steelbank and EWCO term loans due to the Company not being in compliance with
certain financial covenants.

     The Company has $2,880,000 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.

     Tarpon through its agent,  Joseph Gunnar and Co., has been  negotiating for
between $6 and $7 million of convertible debt financing.  The proceeds from this
financing  will be  used  to  provide  for  $750,000  for  deposits  for  future
acquisitions,  $790,000  to pay off a vendor  note at  Steelbank,  $250,000  for
acquisition expenses, additional working capital for the FENCEMaster acquisition
and the balance for additional  working  capital for existing  operations.  This
financing is expected to close on or about December 1, 2005: but there can be no
assurance of the same.  Given the Company's  present  financial  condition,  the
failure to consummate  this financing in the  anticipated  December 1, 2005 time
frame  would  be  materially  adverse  to the  Company  and its  operations  and
prospects.

     The Company has engaged  Jefferies & Co. to provide  financing  to complete
the purchase of Midwest Tube Mills and additional  acquisitions  presently under
consideration.  This financing is expected to be completed shortly after audited
financial  statements  are completed at Midwest Tube Mills,  but there can be no
assurance  of the same.  The  failure  to  consummate  this  financing  would be
materially adverse to the Company's stated acquisition strategy.

Cash Flows From Operating Activities

     Net cash used by the Company's  operations  during the first nine months of
2005 was $1,948,000.  Cash was used primarily by (1) $4,491,000 of losses before
depreciation  and  amortization,  and (2) a $46,000  increase in deferred taxes,
primarily due to tax losses.  These  decreases  were  partially  offset by (1) a
$753,000 decrease in accounts receivable,  primarily due to bad debt write offs,
and (2) a $1,619,000 decrease in inventories, (3) an $86,000 decrease in prepaid
expenses  and  (4)  a  $199,000   increase  in  accounts   payable  and  accrued
liabilities.

Cash Flows From Investing Activities

     The Company's  investing  activities in the first nine months of 2005, used
$8,355,000 in cash. Cash was used primarily as follows: (1) $8,196,000 by Tarpon
to acquire  Haines  Road,  and (2)  $160,000  by EWCO and Haines Road to acquire
manufacturing equipment.

Cash Flows From Financing Activities

     The Company's financing  activities  provided  $10,877,000 of cash flows in
the first nine months of 2005. Cash was provided primarily by (1) $13,512,000 in
net  proceeds  from our  initial  public  offering of common  shares,  and (2) a
$2,562,000 in net  borrowings by EWCO and  Steelbank,  primarily  related to the
acquisition of Haines Road.  These sources were  partially  offset by $5,198,000
primarily used to repay debt obligations  associated with acquisition and bridge
loan financing.

     Steelbank, as of October 31, 2005 had borrowed $2,133,000 (Cdn. $2,509,000)
under the revolving line of credit, $1,577,000 (Cdn. $1,855,000) was outstanding
under  the  Term  Loan,  and  $2,923,000   (Cdn.$3,439,000)  was  available  for
borrowing,  based on qualifying  accounts  receivable and  inventory,  under the
revolving  credit  facility,   assuming   continuation  of  existing   financial
covenants.

     EWCO, as of October 31, 2005, had borrowed  $5,901,000  under the revolving
credit  facility,  $1,115,200 was outstanding  under the term loan, and $786,000
was  available  for  borrowing,  based  on  eligible  accounts  receivables  and
inventory,  under the revolving credit facility,  assuming  revision of existing
financial covenants.

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.

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  September  30,  2005,  our
intangible  assets  consisted of goodwill,  customer  base, and covenants not to
compete,  relating  to the Haines  Road and  Steelbank  acquisitions.  While the
Company has not completed its annual  impairment  test, an impairment loss could
result  during  fourth  quarter  2005 as a result of these  analyses.  It is not
reasonably possible to estimate the amount, however such loss could be material.

     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.

     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 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.

Contractual Obligations

     As of September 30, 2005,  EWCO and Steelbank  were in violation of certain
financial  covenants of its Loan Agreement,  resulting primarily from the losses
sustained this year. The Companies have not obtained a waiver from their lenders
to waive the violation as of September 30, 2005.  Accordingly,  the related debt
has been shown as current as of September 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.

     There have been no other 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.

<TABLE>
<CAPTION>

                                                           September 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>        <C>
   Variable Rate (U.S.$)                $6,136       $  558      $  302                                     $ 6,996    $ 6,996
         Average interest rate            6.13%        6.13%       6.13%
     Variable Rate (Cdn.$)               $1,722       $   -       $    -     $  -                            $ 1,722    $ 1,722
           Average interest rate          6.25%
     Variable Rate (Cdn.$)                $ 359      $1,255       $    -     $  -     $   -       $    -     $ 1,614    $ 1,614
           Average interest rate          5.75%       5.75%
     Fixed Rate (Cdn.$)                  $5,214      $    -       $    -     $  -      $   -      $    -     $ 5,214    $ 5,214
           Average interest rate          7.02%
Long-term Debt:
     Variable Rate (U.S.$)                $  12      $   12       $    -     $  -      $   -      $    -     $    24    $   24
          Average interest rate           9.53%      10.51%
</TABLE>


     The table below provides  information  about the Company's  steel inventory
that is sensitive to changes in commodity prices, specifically steel prices. The
table presents the carrying amount and fair value as of the indicated date:
<TABLE>
<CAPTION>

                                               September 30, 2005
                                   -----------------------------------------
                                        Carrying Amount          Fair value
                                   -----------------------------------------
                                          (U.S.$ equivalent in thousands)
                                   -----------------------------------------
<S>                                      <C>                    <C>
Steel Inventories.........               $3,286,685             $3,286,685
</TABLE>



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  September  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 September 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.

     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.   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.

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.  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.

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
materially adversely affected.

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.

                                          TARPON INDUSTRIES, INC.
                                          (Registrant)


Dated:  November 21, 2005                 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>
                                  EXHIBIT INDEX



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>

                                                               EXHIBIT 31.1



                                 CERTIFICATIONS

I, J. Peter Farquhar, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Tarpon  Industries,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) designed such disclosure  controls and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

          c)  disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          a) all significant  deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


Date:  November 21, 2005
                                    /s/J. Peter Farquhar
                                    ------------------------------------------
                                    J. Peter Farquhar, Chief Executive Officer


<PAGE>
                                                                   EXHIBIT 31.2




                                 CERTIFICATIONS

I, James T. House, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Tarpon  Industries,
Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) designed such disclosure  controls and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

          c)  disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          a) all significant  deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


Date:  November 21, 2005
                                              /s/James T. House
                                              --------------------------------
                                              James T. House, Senior Vice
                                              President and Chief Financial
                                              Officer
<PAGE>
                                                                   EXHIBIT 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


     In connection  with the Quarterly  Report of Tarpon  Industries,  Inc. (the
"Company") on Form 10-Q for the quarter and nine months ended September 30, 2005
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Periodic  Report"),  we, J.  Peter  Farquhar,  Chief  Executive  Officer of the
Company,  and James T. House,  Senior Vice President and Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          1.   the  Periodic  Report fully  complies  with the  requirements  of
               Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934;
               and

          2.   the information contained in the Periodic Report fairly presents,
               in all material respects,  the financial condition and results of
               operations of the Company.


Dated:  November 21, 2005                     /s/J. Peter Farquhar
                                              --------------------------------
                                              J. Peter Farquhar, Chief
                                              Executive Officer

Dated:  November 21, 2005
                                              /s/James T. House
                                              --------------------------------
                                              James T. House, Senior Vice
                                              President and Chief Financial
                                              Officer