FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                 Quarterly Report Under Section 13 or 15(d)
                   Of the Securities Exchange Act of 1934

                      For Quarter Ended March 31, 2005

                       Commission File Number 0-32131

                        IRON STAR DEVELOPMENT, INC.
           (Exact name of registrant as specified in its charter)

     UTAH                                                   87-0427336
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                         Identification No.)

                         175 South Main, No. 1212
                         Salt Lake City, Utah 84111
                  (Address of principal executive offices)

      Registrant's telephone number including area code:(801)596-3337


               Former Address, 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 proceeding 12 months (or 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
                                                      ----    ----


As of March 31, 2005, Registrant had 307,899 shares of common stock, par
value of $.001 per share, issued and outstanding.



                                   PART I
ITEM I - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared
by Tillman International, Inc. (the "Company", "Registrant", "we", "us", or
"our"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although we
believe that the disclosures are adequate to make the information presented
not misleading.

     In our opinion, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2005, and the results of our operations from
January 1, 2005, through March 31, 2005.  The results of our operations for
such interim period is not necessarily indicative of the results to be
expected for the entire year.











                        IRON STAR DEVELOPMENT, INC.
                            Financial Statements
                               March 31, 2005
                                (Unaudited)



















                                     2

                        IRON STAR DEVELOPMENT, INC.
                               Balance Sheets
<Table>
<Caption>
                                                     March       December
                                                   31, 2005      31, 2004
                                                 ------------  ------------
                                                  (Unaudited)
<S>                                             <C>           <C>
                                   ASSETS
Total Assets                                     $     -       $     -
                                                 ------------  ------------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
-------------------

 Accounts Payable - Related Party                $      6,930  $     4,372
 Taxes Payable                                           900           900
 Accounts Payable                                      3,294         -
                                                 ------------  ------------
  Total Liabilities                                   11,124         5,272

Stockholders' Equity
--------------------

 Common Stock 40,000,000 Shares Authorized at
  $.001 Par Value; 307,899 Shares Issued and
  Outstanding, Retroactively Restated                    307           307
 Additional Paid in Capital                           (1,027)       (1,027)
 Accumulated Deficit since December 31, 2002
  when a deficit of $260,718 was eliminated
  in connection with a quasi-reorganization          (10,404)       (4,552)
                                                 ------------  ------------
  Total Stockholders' Equity                         (11,124)       (5,272)
                                                 ------------  ------------
  Total Liabilities and Stockholders' Equity     $     -       $     -
                                                 ============  ============


</Table>

 The accompanying notes are an integral part of these financial statements.
                                     3



                        IRON STAR DEVELOPMENT, INC.
                          Statements of Operations
                                (Unaudited)
<Table>
<Caption>
                                                 For the Three Months Ended
                                                             March 31,
                                                     2005          2004
                                                 ------------  ------------
<S>                                              <C>           <C>
Revenue                                          $     -       $     -
-------                                          ------------  ------------

Expenses
--------
 General and Administrative                            5,852         -
                                                 ------------  ------------
  Total Expenses                                       5,852         -
                                                 ------------  ------------
  Income (Loss) From Operations                       (5,852)        -
                                                 ------------  ------------
  Income (Loss) Before Taxes                          (5,852)        -

  Taxes                                                -             -
                                                 ------------  ------------
  Net (Loss)                                     $    (5,852)  $     -
                                                 ============  ============

  Loss Per Common Share                          $      (.02)  $     -
                                                 ============  ============
  Weighted Average Outstanding Shares
  Retroactively Restated                             307,899       306,568
                                                 ============  ============


</Table>

 The accompanying notes are an integral part of these financial statements.
                                     4


                        IRON STAR DEVELOPMENT, INC.
                          Statements of Cash Flows
                                (Unaudited)
<Table>
<Caption>
                                                 For the Three Months Ended
                                                          March 31,
                                                     2005          2004
                                                 ------------  ------------
<S>                                              <C>           <C>
Cash Flows from Operating Activities
------------------------------------
 Net Loss                                        $    (5,852)  $     -
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Increase (Decrease) in Taxes Payable               -              -
   Increase (Decrease) in Accounts
     Payable-Related Party                              3,294        -
   Increase (Decrease) in Accounts Payable              2,558        -
                                                 ------------  ------------
   Net Cash Provided by Operating Activities           -             -

Cash Flows from Investing Activities                   -             -
------------------------------------             ------------  ------------
   Net Cash Provided by Investing Activities           -             -

Cash Flows from Financing Activities                   -             -
------------------------------------             ------------  ------------
   Net Cash Provided by Financing Activities           -             -
                                                 ------------  ------------
   Net Increase (Decrease) In Cash                     -             -

   Cash, Beginning of Period                           -             -
                                                 ------------  ------------
   Cash, End of Period                           $     -       $     -
                                                 ============  ============

Supplemental Cash Flow Information
----------------------------------

  Interest                                       $     -       $     -
  Income Taxes                                         -             -




</Table>

 The accompanying notes are an integral part of these financial statements.
                                     5




                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                               March 31, 2005

NOTE 1 - CORPORATE HISTORY
--------------------------

Iron Star Development, Inc. (the "Company") was incorporated in Utah on
October 18, 1985, as Brittney Development, Inc.,  for the purpose of
engaging in any legal activity the board of directors see appropriate.

The board of directors feel that the Company does not meet the criteria of
a development stage company (as defined in SFAS 7 "ACCOUNTING AND REPORTING
BY DEVELOPMENT STAGE ENTERPRISES") primarily because it is not currently
producing or marketing a product or service.  However, the Company is
currently seeking a business opportunity to merge with or acquire, but to
date has not located any such business opportunities.  There is no
assurance that the Company will be successful in finding any business
opportunity to merge with or acquire.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.

Earnings (Loss) Per Share - The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results could
differ from those estimates.

NOTE 3 -INCOME TAXES
--------------------

The Company adopted Statement of Financial Accounting Standards No. 109
"ACCOUNTING FOR INCOME TAXES" in the fiscal year ended December 31, 2002
and has applied the provisions of the statement to the current year which
resulted in no significant adjustment.

Statement of Financial Accounting Standards No. 109 " ACCOUNTING FOR INCOME
TAXES" requires an asset and liability approach for financial accounting
and reporting for income tax purposes.  This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for future tax consequences of events that have
been recognized in the financial statements or tax returns.


                                     6

                        IRON STAR DEVELOPMENT, INC.
                     Notes to the Financial Statements
                               March 31, 2005

NOTE 3 -INCOME TAXES -continued-
--------------------

Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes.
There were no temporary differences at March  31, 2005 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.

The Company has cumulative net operating loss carryforwards of $5,852 at
March 31, 2005.  No effect has been shown in the financial statements for
the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable.  Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates at March 31,
2005 have been offset by valuation reserves in the same amount.  The net
operating losses begin to expire in 2023.

NOTE 4 - QUASI-REORGANIZATION
-----------------------------

The Board of Directors determined that it would be in the best interest of
the Company to implement a quasi-reorganization effective December 31,
2002.  The effect of this transaction is that $260,718 of accumulated
deficit was charged to additional paid-in-capital.  The quasi-
reorganization adjustment will have no effect on the Company's cash flow or
tax basis but result in a balance sheet that better reflects the financial
position of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS
-----------------------------------

Since 2002, the president of the Company has paid $6,930 of operating
expenses in behalf of the Company.  The Company intends on repaying the
President when funds are available to do so.

NOTE 6 - GOING CONCERN
----------------------

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business.  Currently, the Company has no cash or other material assets,
nor does it have an established source of revenues sufficient to cover any
anticipated operating costs to allow it to continue as a going concern.  It
is the intent of the Company to find additional capital funding and/or a
profitable business venture to acquire or merge.




                                     7

                        Iron Star Development, Inc.
                     Notes to the Financial Statements
                               March 31, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In November 2004, the FASB issued SFAS No. 151, INVENTORY COSTS AN
AMENDMENT OF ARB NO. 43, CHAPTER 4 THIS STATEMENT AMENDS THE GUIDANCE IN
ARB NO. 43, CHAPTER 4 INVENTORY PRICING.  SFAS No. 151 clarifies the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage).   SFAS No. 149 is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
The adoption of SFAS No. 151 will not have an impact on the Company's
consolidated financial statements.

In December 2004, the FASB issued SFAS No. 152, AMENDMENT OF  FASB
STATEMENT NO. 66, ACCOUNTING FOR SALES OF REAL ESTATE,  which references
the financial accounting and reporting guidance for real estate time-
sharing transactions that is provided in AICPA Statement of Position.  This
Statement also amends FASB Statement No. 67, ACCOUNTING FOR COSTS AND
INITIAL RENTAL OPERATIONS OF REAL ESTATE PROJECTS, to state that the
guidance for incidental operations and costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions.  SFAS No.
152 is effective for financial statements for fiscal years beginning after
June 15, 2005.  The adoption of SFAS No. 152 will not have an impact on the
Company's consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, AMENDMENT OF APB OPINION
NO. 29, ACCOUNTING FOR NONMONETARY TRANSACTIONS, which is based on the
principle that exchanges of nonmonetary assets should be measured based on
the fair value of the assets exchanged.  SFAS No. 153 is effective for
nonmonetary exchanges occurring in fiscal periods beginning after June 15,
2005.  This adoption of SFAS No. 153 did not have any impact on the
Company's financial statements.

In December 2004, the FASB issued SFAS No. 123 (Revised), ACCOUNTING FOR
STOCK-BASED COMPENSATION, which establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for
goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair
value of the entity's equity instruments or that may be settled by the
issuance of those equity instruments. This Statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions.  This adoption of SFAS No. 123 (revised)
did not have any impact on the Company's financial statements.




                                     8

                        IRON STAR DEVELOPMENT, INC.
                     Notes to the Financial Statements
                               March 31, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS -continued-
-----------------------------------------

In January 2003, the Emerging Issues Task Force ("EITF") issued EITF Issue
No. 00-21, ACCOUNTING FOR REVENUE ARRANGEMENTS WITH MULTIPLE DELIVERABLES.
This consensus addresses certain aspects of accounting by a vendor for
arrangements under which it will perform multiple revenue-generating
activities, specifically, how to determine whether an arrangement involving
multiple deliverables contains more than one unit of accounting.  EITF
Issue No. 00-21 is effective for revenue arrangements entered into in
fiscal periods beginning after June 15, 2003, or entities may elect to
report the change in accounting as a cumulative-effect adjustment.  The
adoption of EITF Issue No. 00-21 did not have a material impact on the
Company's financial statements.

In January 2003, the FASB issued Interpretation ("FIN") No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES.  Until this interpretation, a
company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests.  FIN No. 46 requires a variable interest entity, as defined, to
be consolidated by a company if that company is subject to a majority of
the risk of loss from the variable interest entity's activities or entitled
to receive a majority of the entity's residual returns.  FIN No. 46 is
effective for reporting periods ending after December 15, 2003.  The
adoption of FIN No. 46 did not have nay impact on the Company's
consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, AMENDMENT OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which amends and clarifies
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
SFAS No. 133.  SFAS No. 149 is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003.  The adoption of SFAS No. 149 will not have an impact on the
Company's consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY.  SFAS No.
150 changes the accounting guidance for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine"
equity by now requiring those instruments to be reported as liabilities.
SFAS No. 150 also requires disclosure relating to the terms of those
instruments and settlement alternatives.  SFAS No. 150 is generally
effective for all financial instruments entered into or modified after May
31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003.  The adoption of SFAS No. 150 did not
have any impact on the Company's financial statements.



                                     9

                        IRON STAR DEVELOPMENT, INC.
                     Notes to the Financial Statements
                               March 31, 2005

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS -continued-
-----------------------------------------

In December 2003, the SEC issued SAB No. 104.  SAB No. 104 revises or
rescinds portions of the interpretative guidance included in Topic 13 of
the codification of staff accounting bulletins in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations.  It also rescinds the
Revenue Recognition in Financial Statements Frequently Asked Questions and
Answers document issued in conjunction with Topic 13.  Selected portions of
that document have been incorporated into Topic 13.  The adoption of SAB
No. 104 in December 2003 did not have any impact on the Company's financial
position, results of operations or cash flows.

NOTE 8 - COMMON STOCK
---------------------

On July 7, 2004, the Company elected to undergo a reverse stock split on
the basis of one hundred shares into one share of the Company's common
stock.  As a result, 1,331 shares of the Company's common stock has been
issued due to rounding.







                                     10



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

Plan of Operations.

     We have not engaged in any material operations during the period ended
March 31, 2005.  Over the past several years we have not engaged in any
material operations other than matters pertaining to our corporate
existence.  We intend to continue to seek the acquisition of assets,
property, or business that may be beneficial to us and our shareholders.

     Our only foreseeable cash requirements during the next twelve month
period will relate to maintaining our status as a corporate entity,
complying with the periodic reporting requirements of the U.S. Securities
and Exchange Commission, and evaluating and reviewing possible business
ventures and opportunities.  We do not anticipate raising additional
capital in the next twelve months. If additional funds are required, it is
anticipated that management will advance such funds as loans to us or we
will issue shares for the funds advanced.  Any loan will not be on terms
less favorable than we could obtain from a commercial lender.

Result of Operations.

     For the quarter ended March 31, 2005, we had limited operations.
During the quarter ended March 31, 2005, we had no revenues and incurred
expenses of $5,852 with a net loss of $(5,852) compared to no revenues and
no expenses and no net loss for the same period a year earlier.

     This Report makes certain forward-looking statements.  We advise
readers that actual results may differ substantially from such forward-
looking statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
those expressed in or implied by the statements, including but not limited
to, the following: our ability to find a suitable business venture that
will benefit us, our ability to investigate a potential business venture,
and our ability to determine all information about a business venture.

ITEM 3.  CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures.  Based on an
evaluation under the supervision and with the participation of our
management as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-QSB, our principal executive officer and principal
financial officer have concluded that our disclosure controls and
procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, are effective to ensure that information
required to be disclosed in reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in SEC rules and forms.

     Changes in Internal Controls.  We had no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.  There were no
significant deficiencies or material weaknesses, and therefore there were
no corrective actions taken.  However, the design of any system of controls
is based in part upon certain assumptions about the likelihood of future
events and there is no certainty that any design will succeed in achieving
its stated goal under all potential future considerations regardless of how
remote.



                                     11

                                  Part II.

Item 1. Legal Proceedings.  None, not applicable.

Item 2. Changes in Securities. None, not applicable.

Item 3. Defaults upon Senior Securities. None, not applicable.

Item 4. Matters Submitted to a Vote of the Company's Shareholders. None,
not applicable.

Item 5. Other Information. None, not applicable.

Item 6. Exhibits and Reports on Form 8-K.

     A. EXHIBITS

No.   Description
3(i)  Restated Articles of Incorporation-previously filed.
 (ii) Bylaws-previously filed.
33.1  Certification pursuant to Section 302.
33.2  Certification pursuant to Section 302.

     B. Reports on Form 8-K.
        During the period we filed no reports on Form 8-K.




                                     12

                                 Signatures

     In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date May 11, 2005

Iron Star Development, Inc.


By s/Wallace Boyack
-------------------------------
President and Chief Executive Officer

By s/Wallace Boyack
-------------------------------
Chief Financial Officer







                                     13