# UNITED STATES SECURITES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549

# FORM 10-KSB/A

[X]   ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

For Fiscal Year Ended  December 31, 2004

Commission File
#000-31935

EARTHBLOCK
TECHNOLOGIES, INC. (Exact name of
registrant as specified in its charter)

NEVADA(State
or other jurisdiction of incorporation or organization)

65-0729440(IRS Employer
Identification Number)

2637 Erie Avenue,
Suite 207, Cincinnati, OH 45208 (Address of principal executive offices, including
zip code)

(513) 533-1220(Registrants
telephone no., including area code)

SECURITIES REGISTERED
PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED
PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $0.001 Par Value

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 [ ]

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B not contained in this form,
and no disclosure will be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. ( )

Revenues for year ended December 31,
2004: $0.00. Aggregate market value of the voting common stock held by non-affiliates of
the registrant as of April 12, 2005, was: $942,398. Number of shares of the
registrants common stock outstanding as of April 12, 2005 was 40,815,018.

1

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FORWARD-LOOKING
STATEMENTS

Statements we make in this Annual
Report on Form 10-KSB that are not historical facts are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions (Factors) that are difficult to predict. Factors
that could cause our actual results to differ materially from those in the forward-looking
statements include, but are not limited to:

| | - | the
cyclical nature of our business
| | - | -----------------------------------

| | - | national
and regional economic conditions in the U.S. and other countries in which we operate
| | - | ---------------------------------------------------------------------------------------------

| | - | currency
fluctuations
| | - | ---------------------

| | - | seasonality
of our operations
| | - | -----------------------------

| | - | levels
of construction spending in major markets
| | - | ------------------------------------------------

| | - | supply/demand
structure of our industry
| | - | ---------------------------------------

| | - | competition
from new or existing competitors
| | - | --------------------------------------------

| | - | unfavorable
weather conditions during peak construction periods
| | - | ---------------------------------------------------------------

| | - | changes
in and implementation of environmental and other governmental regulations
| | - | ---------------------------------------------------------------------------------

| | - | our
ability to successfully identify, complete and efficiently integrate acquisitions
| | - | -------------------------------------------------------------------------------------

| | - | our
ability to successfully penetrate new markets
| | - | -------------------------------------------------

In general, we are subject to the
risks and uncertainties of the construction industry and of doing business in the U.S. and
foreign countries, particularly developing nations. The forward-looking statements are
made as of the date of this report, and we undertake no obligation to update them, whether
as a result of new information, future events or otherwise.

2

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PART I

ITEM
1. DESCRIPTION OF BUSINESS

EarthBlock Technologies, Inc. a
Nevada Corporation was formerly Terra Block International, Inc., having been renamed
effective February 11, 2005, (the Company or EarthBlock) was
formerly L.L. Brown International, Inc. (L.L. Brown). L.L. Brown was
originally incorporated as Smart Industries, Inc. on February 19, 1997. On February 14,
2003, L.L. Brown entered into a Share Exchange Agreement with Terra Block Consolidated.
The Agreement provides for 100% of the shares of Terra Block Consolidated to be acquired
by L.L. Brown in exchange for shares of common stock of L.L. Brown; for the establishment
of a new Board of Directors consisting of Terra Block Consolidated directors; and, with
total issued and outstanding common shares of the Company immediately after the closing of
10,000,000. The Companys former subsidiary, LLBA has been spun off, leaving Terra
Block Consolidated as the sole operating subsidiary of the Company after effecting the
Agreement.

INTRODUCTION

EarthBlock Technologies, Inc. uses
compressed earth blocks in its building system to construct a variety of structures both
commercial and residential, including warehouses, office buildings, outbuildings, retail
stores, various types of walls and residences from expensive custom homes to low income
housing.

The construction method is simple;
utilizing properly mixed soil compressed into dense, non-fired, uniform building blocks at
the building site. The blocks dont require curing and are stacked on a proper
foundation using thin slurry between each layer. A comprehensive bonding takes place
between the blocks and results in a block-to-block bond, not a block-to-mortar bond as in
concrete hollow block construction. This comprehensive bonding results in a monolithic
structure and a block-to-block strength with very high shearing strength. Completed walls
require a concrete bond beam on top before the roofing system of choice is installed.
Completed walls receive a stucco finish. The system is fast, a single machine can produce
over 3,800 blocks per day and wall construction can be completed with unskilled labor.

The blocks are strong having
compressive strength between 1,000  1,600 psi without any additives. Building codes
in the United States require a non-fired block to have a compressive strength of 300 psi.

The Companys goal is to become
the leading provider of durable, structurally sound, low cost, and environmentally
friendly, residential and commercial buildings in the world.

3

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COMPRESSED EARTH BLOCK
CONSTRUCTION

The Companys building system
makes possible the large-scale construction of low cost, affordable, energy-efficient
homes as well as a variety of commercial structures. EarthBlocks suppliers have
perfected machines that convert our most abundant raw material (common soil) into one of
our most needed building components. These portable machines convert ordinary soil on a
building site, into rock-hard, durable blocks, used in construction. The machine can be
towed to a site by a normal pick-up truck or SUV. It takes the dirt, which is already
there in abundance and converts it into strong, stable building blocks. There is no
material cost and no freight expense. The system utilizes low skilled labor to construct
the walls and its fast as the blocks do not require curing.

The Company uses these blocks to
build structures that have the following characteristics:

| | - | The
raw material - dirt - is readily available at the job site.
| | - | ---------------------------------------------------------------

| | - | No
expensive additives required
| | - | -------------------------------

| | - | Skilled
labor is not required for construction. Blocks are simply plumbed and stacked which
reduces labor cost significantly.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | - | Excellent
thermal performance, reducing heating and cooling costs.
| | - | ------------------------------------------------------------------

| | - | Low
maintenance.
| | - | ----------------

| | - | Long
lasting and durable.
| | - | -------------------------

| | - | Non-toxic-
materials are completely natural and don't out-gas toxic chemicals.
| | - | ------------------------------------------------------------------------------

| | - | Sound
resistant
| | - | ---------------

| | - | Fire
resistant - earthen walls don't burn.
| | - | ------------------------------------------

| | - | Insect
resistant  the walls are solid and very dense, discouraging insects.
| | - | ----------------------------------------------------------------------------

| | - | Very
strong  highly resistant to extreme wind conditions as found in hurricanes and
tornadoes.
| | - | -----------------------------------------------------------------------------------------------

| | - | The
monolithic walls and concrete bond beam create a structure very resistant to earthquakes.
| | - | ---------------------------------------------------------------------------------------------

CERTAIN RISK FACTORS

GOING CONCERN RISK

We have had and could have losses,
deficits and deficiencies in liquidity, which could impair our ability to continue as a
going concern.

In Note # 6 to our consolidated
financial statements, our independent auditors have indicated that certain factors raise
substantial doubt about our ability to continue as a going concern.

The ability of the Company to
continue as a going concern is dependent upon generating sufficient cash flow to conduct
operations and obtaining additional capital and financing. Any financing activity is
likely to result in significant dilution to current shareholders.

The Companys strategic plan for
dealing with its insufficient cash flow is currently being developed, and may include
additional private placements of the Companys common stock, the abandonment of
unprofitable projects and the exchange of common stock for settlement of vendor accounts.
There can be no assurance that any of the plans developed by the Company will produce cash
flows sufficient to overcome current liquidity problems.

4

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The Companys long-term
viability as a going concern is dependent on certain key factors, as follows:

-   The Companys
ability to obtain adequate sources of outside financing.

-   The Companys
ability to ultimately achieve adequate profitability and cash flows necessary to sustain
continuing operations.

Our plan of operation calls for
additional capital to facilitate growth and support long-term development and marketing
programs. It is likely that we will seek additional financing through subsequent future
public or private sales of our securities, including equity securities, borrowing, or
other sources of third party financing. Further, the sale of equity securities could
substantially dilute our existing stockholders interests, and borrowings from third
parties could result in our assets being pledged as collateral. Loan terms, which would
increase our debt service requirements, could restrict our operations. There is no
assurance that we can obtain financing on favorable terms. Any such additional financing
may result in significant dilution to existing stockholders. We may also seek funding for
the development and marketing of our services through strategic partnerships and other
arrangements with investment partners. There can be no assurance, however, that such
collaborative arrangements or additional funds will be available when needed, or on terms
acceptable to us, if at all. If adequate funds are not available, we may be required to
curtail one or more of our future programs.

GOVERNMENTAL REGULATION

We are subject to general business
regulations, including Federal and state construction, environmental and hazardous
material handling regulations. In other countries in which we operate, we may be subject
to additional regulations as well.

NEW PROJECTS.

The Company may undertake one or more
new projects worldwide without limitation. Management may fail to accurately gauge
conditions prior to undertaking a new project, and therefore may not achieve anticipated
results from a new project. If this were to occur, the Company may experience lower cash
flow from operations. To the extent that the Company incurs debt to finance a portion of
the capital costs of a new project, the cash flow from the new project may be inadequate
to cover the debt service.

WEATHER CONDITIONS

Due to the fact that a substantial
portion of our revenues may be derived from construction operations, our business
operations, revenues and operating income could be negatively affected by weather
phenomenon such as but not limited to, hurricanes, monsoon rain seasons, droughts,
excessive heat, wind-storms etc. Such weather phenomena could interfere with operations
and disrupt delivery schedules and revenue streams. In addition, occurrences like those
described above could negatively impact our customers ability to pay us, or
interfere with financing operations within a specific region.

5

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INTERNATIONAL

Foreign sales are expected to account
for a portion of sales and revenue. Sales of products and services obtained outside the
United States are typically negotiated, invoiced and paid in local currency. Changes in
exchange rates may also adversely affect the ability of customers to purchase the
Companys products. Economic instability may have an adverse effect on the
Companys foreign sales. In addition, the Companys international business
strategy may require it to make significant investments outside of the United States.

RECENT FINANCING

In 2004, EarthBlock received $120,000
in loans and $315,000 in equity financing. The loans have various due dates and interest
rates. The loans were from two separate Investment Companies each having different due
dates and interest rates. Both of the loans are in payment default. Gary S. Barker, a
director of the Company, is an affiliate of one of the Investment Companies.

EMPLOYEES

As of April 12, 2005, EarthBlock has
3 full-time employees and 0 part-time employees, including executive officers, non-
executive officers, secretarial and clerical personnel and field personnel. EarthBlock
also retains independent consultants and administrative assistance on a limited basis and
expects to continue to do so in the future.

Michael A. Gross, Chief Operating
Officer and Director, resigned effective January 10, 2005.

ITEM
2. DESCRIPTION OF PROPERTY

The Company maintains its executive
offices at 2637 Erie Avenue, Suite 207, Cincinnati, Ohio 45208. Approximately, 850 square
feet of space is devoted entirely to Terra Block as office space. This space is leased by
Vector Capital Group, Inc. (Vector) owned equally by Gregory A. Pitner, the
Companys President, Chief Executive Officer and Chairman and by James E. Hines, the
Companys Chief Financial Officer and Director. The Company is under no lease
obligation to Vector. Its telephone number is (513) 533-1220 and its facsimile number is
(513) 533-1990. The Company was formerly located at L.L. Brown International, Inc., 19435
68th Avenue South, Suite S-105, Kent, Washington 98032 until February of 2003 when L.L.
Brown International, Inc. consummated a reverse merger with Terra Block.

ITEM
3. LEGAL PROCEEDINGS

None

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

None

ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of December 31, 2004, EarthBlock
had 39,615,018 shares of common stock outstanding and had approximately 165 stockholders
of record.

The bid price of our common stock was
$0.027 per share on April 12, 2005.

6

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OUR TRANSFER AGENT AS OF
APRIL 12, 2005  IS:

Interwest Transfer
Company, Inc.1981 East 4800 South Suite 100Salt Lake City, UT 84117

DIVIDENDS

We intend to retain future earnings
to support our growth. The Company has never paid a cash dividend on the Common Stock and
does not expect to pay a cash dividend in the foreseeable future.

PART II

ITEM
6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following is a discussion of our
financial condition, results of operations, liquidity and capital resources. This
discussion should be read in conjunction with our Consolidated Financial Statements and
the notes thereto included elsewhere in this Form 10-KSB.

FORWARD-LOOKING
INFORMATION-GENERAL

This report contains a number of
forward-looking statements, which reflect the Companys current views with respect to
future events and financial performance including statements regarding the Companys
projections. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from historical results
or those anticipated. In this report, the words anticipates,
believes, expects, intends, future,
plans, targets and similar expressions identify forward-looking
statements. Readers are cautioned to not place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof. Additionally, these
statements are based on certain assumptions that may prove to be erroneous and are subject
to certain risks including, but not limited to, the Companys dependence on limited
cash resources, and its dependence on certain key personnel within the Company.
Accordingly, actual results may differ, possibly materially, from the predictions
contained herein.

GENERAL

EarthBlock Technologies, Inc. a
Nevada Corporation was formerly Terra Block International, Inc., having been renamed
effective February 11, 2005, (the Company or EarthBlock) was
formerly L.L. Brown International, Inc. (L.L. Brown). L.L. Brown was
originally incorporated as Smart Industries, Inc. on February 19, 1997. On February 14,
2003, L.L. Brown entered into a Share Exchange Agreement with Terra Block Consolidated.
The Agreement provides for 100% of the shares of Terra Block Consolidated to be acquired
by L.L. Brown in exchange for shares of common stock of L.L. Brown; for the establishment
of a new Board of Directors consisting of Terra Block Consolidated directors; and, with
total issued and outstanding common shares of the Company immediately after the closing of
10,000,000. The Companys former subsidiary, LLBA has been spun off, leaving Terra
Block Consolidated as the sole operating subsidiary of the Company after effecting the
Agreement. The Company currently trades on the OTC Bulletin Board under the symbol EBLC.

EarthBlock Technologies, Inc. engages
in the application of technologically advanced building products and technologies for
earthen construction. Earth Block uses machinery from a variety of manufactures to
manufacture Compressed Earth Blocks for construction. The Companys machines
manufacture building blocks of various sizes using common soil as the only raw material.
This is accomplished by compacting the soil at up to 460,000 lbs. of hydraulic pressure to
form a rock hard block.

7

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GOING CONCERN STATEMENT

The Companys strategic plan for
dealing with its cash flow problems is currently being developed, and may include
additional private placements of the Companys common stock, the abandonment of
unprofitable projects and the exchange of common stock for settlement of vendor accounts.
There can be no assurance that any of the plans developed by the Company will produce cash
flows sufficient to overcome current liquidity problems.

-   The Companys
long-term viability as a going concern is dependent on certain key factors, as follows:

-   The Company's ability to obtain
adequate sources of outside financing

-   The Companys
ability to ultimately achieve adequate profitability and cash flows to sustain continuing
operations.

RESULTS OF OPERATIONS

During fiscal 2004, the Company had
total revenues of $0. The Company was successful in securing $435,000 of working capital
from several sources.

The Company continues to search for a
joint venture partner to begin its first housing foreign development.

The Company acquired the assets of
Alamo Adobe Company for 2,250,000 common shares on January 21, 2005.

LIQUIDITY AND CAPITAL
RESOURCES

While the Company currently has
several projects in development and a business plan for growing the business, it requires
additional capital in order to fully implement its business plan. The Company has been
developing a plan to deal with its liquidity problems. These steps may include additional
private placements of the Companys common stock, a business combination with a more
profitable entity and/or efforts to raise additional debt financing. There can be no
assurance that any of the plans developed by the Company will produce cash flows
sufficient to ensure its long-term viability as a going concern.

8

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The Companys long-term
viability as a going concern is dependent on certain key factors, as follows:

-   The
Companys ability to obtain adequate sources of outside financing to support near
term operations and to allow the Company to continue forward with current strategic plans.

-   The Companys
ability to implement its operating business plan.

-   The
Companys ability to ultimately achieve adequate profitability and cash flows to
sustain continuing operations.

2005 OUTLOOK

During 2005 The Company is planning
on expanding development in its housing construction business segments:

-   Housing
Development and Construction: The Company is working toward developments both domestically
and abroad to capitalize on its unique construction and building system.

ITEM
7. FINANCIAL STATEMENTS

The financial statements of the
company are set forth beginning on page F-1.

ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

ITEM 9. DIRECTORS AND EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT The directors and officers of the Company, as of April 12, 2005, are set forth below.
The directors hold office for their respective term and until their successors are duly
elected and qualified. The officers serve at the will of the Board of Directors.

DIRECTORS AND EXECUTIVE
OFFICERS

Set forth below are the names, ages,
and positions of the executive officers and directors of the Company

|Name              | Age | Position(s) with Company        
|----------------- | --- | --------------------------------
|Gregory A. Pitner | 41  | Chairman, President and CEO     
|James E. Hines    | 48  | CFO, Vice-President and Director
|Christopher Cole  | 43  | COO                             
|Gary S. Barker    | 48  | Director                        

GREGORY A. PITNER,
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Before accepting his position with
EarthBlock, Mr. Pitner was formerly President/CEO of Vector Capital Group, Inc. a
Cincinnati, OH based investment banking and consulting firm. Vector Capital Group, Inc.
has experience and expertise in a broad spectrum of investment banking and consulting
services, including: corporate finance, start-up consulting, executive management, capital
structure, mergers and acquisitions, bankruptcy and workout management, cash flow
management and turn-around investing.

9

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Mr.
          Pitner oversaw all aspects of Vector, and had direct responsibility for, and
          utilized his background and expertise in, coordinating the acquisition and
          management of turn-around opportunities. From 1995 to 1999 as a Vice President
          of Navicap Corporation, a Cincinnati, OH based merchant banking firm, Mr. Pitner
          successfully provided financing for a number of firms both private and publicly
          held. His responsibilities included deal structure, acquisition negotiation,
          dealer and market maker networking, financing, management control, as well as
          due-diligence. Clients ranged from basic industry rollups to technology
          companies.

Mr.
          Pitner has enjoyed success acting in the capacity as senior management for
          client firms as well as direct investments. He has occupied a seat on several
          boards and has also acted as interim manager for companies of various sizes. In
          the past Mr. Pitner has demonstrated expertise in structuring venture level
          investments, as well as providing management consulting and guidance to early
          stage companies. Also, he has enjoyed success working with technology related
          firms, such as Internet start-ups, IT consulting companies, as well as data
          collection and management companies ranging in size from start-ups to over $600
          million in revenues both domestically as well as internationally. He spearheaded
          the acquisition of a gold mining facility in Zaire, now known as The Democratic
          Republic of Congo and has significant international experience.

Mr.
          Pitner graduated from DePauw University, Greencastle, Indiana with a Bachelor of
          Science Degree majoring in Economics as a Rector Scholar.

JAMES E. HINES,
VICE-PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR

Before accepting his position with
the Company, Mr. Hines was formerly CFO and co-founder of Vector Capital Group, Inc., a
boutique investment bank that originated during 1999 and specializes in turnaround, debt
and equity capital advisory services. A finance and strategic planning specialist he also
has extensive experience in bankruptcy proceedings and asset liquidations.

Mr.
          Hines has extensive knowledge in general and financial management, particularly
          in business and strategic planning, mergers and acquisitions, as well as cash
          flow management. He has developed short and intermediate term revitalization
          strategies specializing in crisis management, general bankruptcy and
          pre-bankruptcy consulting for clients in the real estate, retail, manufacturing,
          entertainment and restaurant industries. To assist in these crisis management
          and bankruptcy engagements, he created a number of analytical tools including
          cash flow projection models, short and long term strategic plans, and detailed
          tactics used for the revitalization of troubled companies.

Mr.
          Hines was formerly Vice President for Navicap Corporation, a Cincinnati, Ohio
          based merchant bank from 1998-1999 where he was responsible for developing a
          secured lending group. This group secured capital for client companies exceeding
          $20 million. Mr. Hines was a major participant in overseeing the successful
          disposition of assets to Navicap shareholders.

Mr.
          Hines was from 1992-1998 a principal in Spectrum Capital, a consulting company
          that specialized in debt and equity capital placements up to $23 million for
          corporate clients. Spectrum also successfully completed several corporate
          restructurings of leveraged buyout transactions.

10

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Mr.
          Hines was from 1990-1992 President for Tius Elcon, Ltd. a startup Israeli
          medical device manufacturer where he was primarily responsible for raising
          approximately $11 million in venture capital and for sales increasing to $2.5
          million within six months of inception. He successfully negotiated for the
          products to be manufactured in Hong Kong to be shipped and sold in the United
          States. Tius Elcon was profitable and cash flow positive every month during his
          tenure. Tius Elcon was subsequently sold to an Israeli conglomerate. Mr. Hines
          was from 1981-1990 a Vice President for Citicorp Leveraged Capital Group where
          he originated financing for a wide variety of leveraged buyouts. These buyouts
          ranged in size from $5 million to $2.5 billion. Companies included food
          processing, basic manufacturing, consumer products, retail and energy related
          concerns. Mr. Hines has vast experience acting as the lead bank agent
          coordinating up to 90 separate lenders in a single transaction along with
          leading several of these buyout companies back to becoming publicly traded.

Mr.
          Hines received a Bachelor of Science Degree, specializing in Finance from
          Huntington College, Huntington, Indiana.

GARY S. BARKER, DIRECTOR

Gary S. Barker joined EarthBlock as a
Director in October, 2004.

Mr.
          Barker has been involved in the oil and gas industry for the past 25 years.
          Early in his career, he worked as a landman for several oil and gas companies
          before becoming an independent oil and gas operator in 1990. While forming his
          own company, Mr. Barker gained experience in obtaining and securing financing
          for the acquisitions of oil and gas properties. His responsibilities included
          management control, acquisition negotiations, and deal structure.

Mr.
          Barker is currently a partner in Barker Brown Investments, LLC in Midland,
          Texas. Barker Brown Investments, LLC owns and operates over 250 oil and gas
          wells in Texas.

Mr.
          Barker is a member of the Texas Alliance of Energy Producers, New Mexico
          Landmens Association, Permian Basin Landmens Association, and
          American Association of Professional Landmen.

Mr.
          Barker graduated from the University of New Mexico with a Bachelor of University
          Studies Degree in Geography.

CHRISTOPHER COLE, CHIEF
OPERATIONS OFFICER

Mr.
          Cole joined EarthBlock Technologies, Inc. in February, 2005 as its Chief
          Operations Officer upon selling his company, Alamo Adobe to EarthBlock
          Technologies. He has been involved in construction and real estate development
          for over twenty two years. He has successfully completed real estate
          developments in New Mexico, Texas and Honduras.

Mr.
          Cole studied Urban Planning and Development at the University of Arizona and
          later business administration at the University of New Mexico.

11

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CERTAIN LEGAL PROCEEDINGS

No existing director, or executive
officer of the Company has appeared as a party in any legal proceeding material to an
evaluation of his ability or integrity during the past five years. COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) requires the
Companys officers, directors and persons who own more than 10% of the Companys
Common Stock to file reports of ownership and changes in ownership with the SEC and the
National Association of Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of all forms
they file pursuant to Section 16(a) of the Exchange Act.ITEM 10. EXECUTIVE
COMPENSATION

|Name and
Post  | Year | Annual
Comp
Salary
(1) | Annual
Comp
Bonus
($) | Annual
Comp
Other | LT Comp
Rest
Stock | LT
Comp
Options | LTIP
Payouts | All
Other
(1)
|-------------- | ---- | ---------------------- | --------------------- | ----------------- | ------------------ | --------------- | ------------ | -------------
|Gregory A      | 2002 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|Pitner         | 2003 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|President      | 2004 | 30,000                 | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|James E        | 2002 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|Hines          | 2003 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|Vice President | 2004 | 30,000                 | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|Michael A      | 2002 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|Gross          | 2003 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          
|COO            | 2004 | -0-                    | -0-                   | -0-               | -0-                | -0-             | -0-          | -0-          

(1)     All other
compensation includes certain health and life insurance benefits paid by the Company on
behalf of its employees.

EMPLOYMENT AGREEMENTS

During 2003, the Company entered into
employment agreements with Messrs. Pitner, Gross and Hines which provide for three year
terms, an agreed upon annual salary, benefits, and provisions concerning termination of
employment upon sale or change of control of the Company. Mr. Gross resigned from the
Company effective January 10, 2005.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth
information as of April 12, 2005, regarding the ownership of the Companys Common
Stock by each shareholder known by the Company to be the beneficial owner of more than
five percent (5%) of its outstanding shares of Common Stock, each director and all
executive officers and directors as a group. Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the share of Common
Stock beneficially owned.

12

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|Name and Address of
Beneficial Owner | Title of
Class | Amount and Nature of
Beneficial Owner | Percent of
Class
|------------------------------------ | -------------- | ------------------------------------- | ----------------
|Gregory A. Pitner (1)                | Common         | 2,955,702                             | 7.2%            
|James E. Hines (1)                   | Common         | 2,955,702                             | 7.2%            
|Michael A. Gross (2)                 | Common         | 2,000,000                             | 4.9%            
|All Executive Officers and          
|Directors as a Group                
|(Three (3) persons)                  | Common         | 7,911,404                             | 19.4%           
|Craig Kaufman                        | Common         | 4,229,972                             | 10.4%           
|Pablo Roemers                        | Common         | 3,600,000                             | 8.8%            
|Terra Block, Inc.                    | Common         | 2,229,972                             | 5.5%            
|Prendiville Revocable Trust          | Common         | 5,000,000                             | 12.2%           

| | (1) | The
address for each of the above is c/o EarthBlock Technologies, Inc. 2637 Erie Avenue,
Suite 207 Cincinnati, OH
45208.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr.
Gross resigned as Chief Operations Officer effective January 10, 2005.
| | --- | --------------------------------------------------------------------------

ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

At December 31, 2004 the Company had
a note payable to Dorothy L. Pitner, a shareholder of EarthBlock Technologies, Inc. and
mother of Gregory A. Pitner in the amount of $5,000.

At December 31, 2004 the Company had
a note payable to Barker, Brown Investments, LLC. in the amount of $20,000. Gary S.
Barker, a Director of EarthBlock Technologies, Inc. is an affiliate of Barker, Brown
Investments.

ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K

| | (a) | The
following documents are filed as part of this report:
| | --- | ---------------------------------------------------------

31.1   Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2   Certification of
Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

32.2   Certification
of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002..

| | (b) | Reports
on Form 8-K: None
| | --- | -------------------------

13

---

SIGNATURES

Pursuant to the requirements of
section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned has duly
caused this Form 10-KSB to be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Cincinnati, Ohio, on April 15, 2005.

| |  | EARTHBLOCK TECHNOLOGIES, INC.BY: /S/ Gregory A. Pitner
Gregory A. PitnerPresident,CEO and ChairmanBY: /S/ James E. Hines
James E. HinesVice-President,CFO and Director
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the
Securities Exchange Act of 1933, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.

|April 15, 2005April 15, 2005 |  | EARTHBLOCK TECHNOLOGIES, INC.BY: /S/ Gregory A. Pitner
Gregory A. PitnerPresident,CEO and ChairmanBY: /S/ James E. Hines
James E. HinesVice-President,CFO and Director
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

EARTHBLOCK
TECHNOLOGIES, INC. CONSOLIDATED FINANCIAL
STATEMENTS DECEMBER 31, 2004

TABLE OF CONTENTS

|                                               | PAGE NO
|---------------------------------------------- | -------
|Auditors' Report                               | F-1    
|Financial statements                          
|Consolidated Balance Sheets                    | F-2    
|Consolidated Statement of Operations           | F-3    
|Consolidated Statement of Stockholders' Equity | F-4    
|Consolidated Statement of Cash Flows           | F-5    
|Notes to Financial Statements                  | F-6    

---

Report of
Independent Registered Public Accounting Firm

EarthBlock Technologies,
Inc. and Subsidiary(Formerly Terra Block International, Inc. and Subsidiary)(A Development Stage
Company)Cincinnati, Ohio

We have audited the accompanying
balance sheets of EarthBlock Technologies and Subsidiary, (formerly Terra Block
International, Inc and Subsidiary), (A Development Stage Company) as of December 31, 2004
and 2003, and the related statements of income, changes in stockholders equity, and
cash flows for each of the two years in the period ended December 31, 2004. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

The Company has not generated
significant revenues or profits to date. This factor among others may indicate the Company
will be unable to continue as a going concern. The Companys continuation as a going
concern depends upon its ability to generate sufficient cash flow to conduct its
operations and its ability to obtain additional sources of capital and financing. The
accompanying consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of the Company at December 31, 2004 and 2003, and the results of its operations
and it cash flows for each of the two years in the period ended December 31, 2004, in
conformity with U.S. generally accepted accounting standards.

| |  | Pollard-Kelley Auditing Services, Inc.BY: /S/ Pollard-Kelley Auditing Services, Inc.
Pollard-Kelley Auditing Services, Inc.Fairlawn, Ohio
February 11, 2005
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-1

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

CONSOLIDATED BALANCE SHEETDecember 31, 2004 and 2003

|                                           | 2004 | 2003
|------------------------------------------ | ---- | ----
|ASSETS                                     |      |     
|Current Assets                             |      |     
|Cash and cash equivalents                  |      |     
|Total Current Assets                       |      |     
|                                           |      |     
|Fixed Assets                               |      |     
|Computers                                  |      |     
|Less: Accumulated depreciation             |      |     
|                                           |      |     
|                                           |      |     
|                                           |      |     
|Total Assets                               |      |     
|                                           |      |     
|LIABILITIES AND STOCKHOLDERS' EQUITY       |      |     
|Current Liabilities                        |      |     
|Notes payable                              |      |     
|Accounts payable                           |      |     
|Accrued salaries                           |      |     
|Accrued interest                           |      |     
|                                           |      |     
|Total Current Liabilities                  |      |     
|Stockholders' Equity                       |      |     
|Preferred stock                            |      |     
|Common stock                               |      |     
|Additional contributed capital             |      |     
|Deficit accumulated during the             |      |     
|development stage                          |      |     
|                                           |      |     
|Subscriptions receivable                   |      |     
|                                           |      |     
|                                           |      |     
|                                           |      |     
|Total Liabilities and Stockholders' Equity |      |     
|                                           |      |     

See accompanying notes
to financial statements.

F-2

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

CONSOLIDATED STATEMENT OF OPERATIONS
For the years ended December 31, 2004 and 2003, and Since Inception

|                           | 2004 | 2003 | Since
Inception
|-------------------------- | ---- | ---- | ---------------
|Revenues                   |      |      | $              
|Expenses                   |      |     
|Office                     |      |      |                
|Depreciation               |      |      |                
|Interest                   |      |      |                
|Licensor expenses          |      |      |                
|Professional fees          |      |      |                
|Rent                       |      |      |                
|Salaries                   |      |      |                
|Travel                     |      |      |                
|                           |      |      |                
|                           |      |      |                
|                           |      |      |                
|Net Loss                   |      |      | $              
|                           |      |      |                
|Loss per share             |      |      | $              
|Average shares outstanding |      |      |                

See accompanying notes
to financial statements.

F-3

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Since Inception through December 31, 2004

|                           | Preferred Stock | Common Stock | Additional
Contributed | Deficit
Accumulated
During the
Development | Stock
Subscription |   |    | 
|-------------------------- | --------------- | ------------ | ---------------------- | ------------------------------------------ | ------------------ | - | -- | 
|
|May, 2002 Inception        |                 |              | -                      |                                            |                    | $ | -- | 
|Original issue for cash    |                 |             
|and services               |                 |              | -                      |                                            |                    |   | -- | 
|Net Loss                   |                 |              | -                      |                                            |                    |   | -- | 
|                           |                 |              |                        |                                            |                    |   |    | 
|Balance December 31, 2002  |                 |              | -                      |                                            |                    |   | -- | 
|Merger with LL Brown       |                 |             
|International Inc.         |                 |              | -                      |                                            |                    |   | -- | 
|Shares issued for services |                 |              | -                      |                                            |                    |   | -- | 
|Shares issued for interest |                 |              | -                      |                                            |                    |   | -- | 
|Dividends paid             |                 |              | -                      |                                            |                    |   | -- | 
|Net loss                   |                 |              | -                      |                                            |                    |   | -- | 
|                           |                 |              |                        |                                            |                    |   |    | 
|Balance December 31, 2003  |                 |              | -                      |                                            |                    |   | -- | 
|Shares issued for services |                 |              | -                      |                                            |                    |   | -- | 
|Share sales                |                 |              | -                      |                                            |                    |   | -- | 
|Net Loss                   |                 |              | -                      |                                            |                    |   | -- | 
|                           |                 |              |                        |                                            |                    |   |    | 
|                           |                 |              | -                      |                                            |                    | $ | -- | 
|                           |                 |              |                        |                                            |                    |   |    | 

See accompanying notes
to financial statements.

F-4

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

CONSOLIDATED STATEMENT OF CASH FLOWS
For the years ended December 31, 2004 and 2003, and Since Inception

|                                            | 2003 | 2003 | Since
Inception
|------------------------------------------- | ---- | ---- | ---------------
|Cash Flows from Operating Activities        |      |      |                
|Net Loss                                    |      |      | $              
|Adjustments to reconcile net loss to net    |      |     
|cash provided by operating activities       |      |     
|Depreciation and amortization               |      |      |                
|Stock for services                          |      |      |                
|Stock for interest                          |      |      |                
|Decrease in Start Up Costs                  |      |      |                
|Increase in Accounts payable                |      |      |                
|Increase in Accrued salaries                |      |      |                
|Increase in Accrued interest                |      |      |                
|                                            |      |      |                
|Net Cash (Used) by Operating Activities     |      |      |                
|Cash Flows from Investing Activities        |      |     
|Increase in Start Up Costs                  |      |      |                
|Purchase of fixed assets                    |      |      |                
|Subscriptions receivable                    |      |      |                
|                                            |      |      |                
|Net Cash (Used) by Investing Activities     |      |      |                
|Cash Flows from Financing Activities        |      |     
|Increase in Notes payable                   |      |      |                
|Funds paid for Merger shell                 |      |      |                
|Dividend paid                               |      |      |                
|Sale of Common stock                        |      |      |                
|                                            |      |      |                
|Cash Flows Provided by Financing Activities |      |      |                
|                                            |      |      |                
|Net Increase in Cash and Cash Equivalents   |      |      |                
|Cash and Cash Equivalents - Beginning       |      |      |                
|                                            |      |      |                
|Cash and Cash Equivalents - Ending          |      |      | $              
|                                            |      |      |                

See accompanying notes
to financial statements.

F-5

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

History:

The Company is a Nevada corporation
incorporated on February 19, 1997, and is a reporting company with the Securities and
Exchange Commission. It changed its name from L.L. Brown International, Inc. to Terra
Block International Inc. on February 19, 2003.

On February 14, 2003 the Company
entered into a Share Exchange Agreement with Terra Block Consolidated, Inc. The agreement
provides for 100% of the shares of Terra Block Consolidated, Inc. to be acquired by the
Company in exchange for shares of common stock of the Company, with the total issued and
outstanding shares of the Company immediately after the closing and a 2 to 1 reverse
split, of 10,000,018. The Companys former subsidiary, LLBA has been spun off,
leaving Terra Block Consolidated, Inc. as the sole operating subsidiary of the Company
after effecting the agreement. The new combination also assumed $100,660 of accounts
payable. The combination was accounted for as a reverse merger whereby the acquired
company is treated as the acquiring company for accounting purposes.

Terra Block Consolidated, Inc. was
incorporated in Nevada on May 30, 2002 and engages in the manufacture, distribution and
application of technologically advanced building products through a licensing arrangement
with Terra Block, Inc. Terra Block Consolidated, Inc. has the exclusive right to make,
have made, use and sell Terra Block, Inc.s products anywhere in the world. Terra
Block, Inc. is a related party of Terra Block International, Inc. as a shareholder. The
license agreements provides Terra Block Consolidated, Inc. the rights to all patented
technologies, trade secret materials, copyrights, trademarks and all intellectual property
of Terra Block Inc. The license is valid until terminated by Terra Block Consolidated,
Inc. with 30 days advance written notice to Terra Block, Inc. or by Terra Block, Inc. if
there is a material breach of the licensing agreement by Terra Block Consolidated, Inc.
Under this agreement, Terra Block Consolidated, Inc. has the exclusive right to buy the
license patent rights for $10,000,000. This agreement was terminated January 10, 2005.

On January 21, 2004, the Company
entered into a Stock Purchase Agreement with an individual to sell 3,600,000 shares of
common stock for $250,000. The purchaser also, is to receive redeemable common stock
purchase warrants to acquire 1,000,000 shares of common stock at an exercise price of $.10
per share until January 20, 2009. In addition, 1,500,000 shares of common stock were
issued as a commission in connection with this stock sale.

F-6

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

On August 10, 2004, the Company
issued 1,250,000 shares of common stock as compensation. The shares were valued at par
value.

On October 4, 2004, the Company
issued 300,000 shares of common stock as prepaid interest. The shares were valued at par
value.

On October 29 and December 16, 2004,
the Company entered into two stock subscription agreements with the same party. The
agreements sold 10,000,000 shares of common stock at $125,000. At December 31, 2004, there
is still $75,000 due the Company from this transaction.

On December 16, 2004, the Company
sold 1,200,000 shares of common stock for $15,000.

On February 11, 2005, the Company changed
it name to EarthBlock Technologies, Inc.

Basis of Consolidation:

The accompanying consolidated
financial statements include the accounts of Terra Block International Inc. and Terra
Block Consolidated, Inc. All significant inter-company accounts and transactions, if any,
have been eliminated in consolidation.

Cash and Cash Equivalents:

For the purposes of the Statement of
Cash Flows, the Company considers all short-term debt securities to be cash equivalents.

Cash paid during the period for:

|             | 2004 | 2003 | Since
Inception
|------------ | ---- | ---- | ---------------
|Interest     |      |      | $              
|Income taxes |      |      | $              

Income Taxes:

The Company accounts for income taxes
under a method, which requires a company to recognize deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in a
companys financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the

F-7

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

difference between the financial
statements carrying amounts and tax basis of assets and liabilities using enacted tax
rates. The Company presently prepares its tax return on the cash basis and its financial
statements on the accrual basis. No deferred tax assets or liabilities have been
recognized at this time, since the Company has shown losses for both tax and financial
reporting. The Companys net operating loss carry forward at December 31, 2004 is
approximately $1,125,000.

Use of Estimates:

The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Development Stage:

The Company is classified as a
development stage entity since it devotes most of its activities to establishing business
and its principal activities have not yet commenced.

NOTE 2  NOTES
PAYABLE

Terra Block Consolidated,
Inc.s Notes Payable:

On October 15, 2002 the Company
entered into a loan agreement with an individual to borrow $15,000. The terms of the
agreement called for the principal sum of $15,000 to be paid on or before November 15,
2002 and an additional interest amount of $15,000 to be paid on April 15, 2003. The note
is unsecured. A payment of $7,500 was made on February 3, 2004. The Company is in default
under this agreement. The lender has not made formal demand for payment to date. The
balance due on this note at December 31, 2004 was $7,500 plus accrued interest.

On October 21, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid within 45 days, and an
additional interest amount of $10,000 to be paid within 180 days. The note is unsecured. A
payment of $5,000 was made on February 3, 2004. The Company is in default under this
agreement. The lender has not made formal demand for payment to date. The balance due on
this note at December 31, 2004 was $5,000 plus accrued interest.

F-8

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 2  NOTES
PAYABLE  CONTINUED

On December 19, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before April 15, 2003
plus interest of $2,000. In the event that the principal has not been repaid by April 30,
2003, additional interest is owed equal to $200 per month thereafter. In addition 10,000
shares of common stock will be delivered as additional consideration. The note is
unsecured. In addition to the issue of common stock, a payment of $5,000 was made on
February 3, 2004. The Company is in default under this agreement. The lender has not made
formal demand for payment to date. The balance due on this note at December 31, 2004 was
$5,000 plus accrued interest.

On December 19, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before April 15, 2003
plus interest of $2,000. In the event that the principal has not been repaid by April 30,
2003, additional interest is owed equal to $200 per month thereafter. In addition 10,000
shares of common stock will be delivered as additional consideration. The note is
unsecured. In addition to the issue of common stock, a payment of $5,000 was made on
February 3, 2004. The Company is in default under this agreement. The lender has not made
formal demand for payment to date. The balance due on this note at December 31, 2004 was
$5,000 plus accrued interest.

On December 20, 2002 the Company
entered into a loan agreement with an individual to borrow $10,000. The terms of the
agreement called for the principal sum of $10,000 to be paid on or before March 20, 2003
plus interest of $2,000. The note is unsecured. A payment of $5,000 was made on February
3, 2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at December 31, 2004 was $5,000
plus accrued interest.

On December 23, 2002 the Company
entered into a loan agreement with an individual to borrow $5,000. The terms of the
agreement called for the principal sum of $5,000 to be paid on or before April 23, 2003
plus interest of $1,000. The note is unsecured. A payment of $2,500 was made on February
3, 2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at December 31, 2004 was $2,500
plus accrued interest.

On January 15, 2003 the Company
entered into a loan agreement with an individual to borrow $20,000. The terms of the
agreement called for the principal sum of $20,000 to be paid on or before April 30, 2003
plus interest of $4,000. In the event that the

F-9

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 2  NOTES
PAYABLE  CONTINUED

principal has not been repaid by
April 30, 2003, additional interest is owed equal to $400 per month thereafter. In
addition 20,000 shares of common stock will be delivered as additional consideration. The
note is unsecured. In addition to the issue of common stock, a payment of $10,000 was made
on February 3, 2004. The Company is in default under this agreement. The lender has not
made formal demand for payment to date. The balance on this note at December 31, 2004 was
$10,000 plus accrued interest.

On March 14, 2003 the Company entered
into a loan agreement with an individual to borrow $10,000. The terms of the agreement
called for the principal sum of $10,000 to be paid on or before July 14, 2003 plus
interest of $2,000. The note is unsecured. A payment of $5,000 was made on February 3,
2004. The Company is in default under this agreement. The lender has not made formal
demand for payment to date. The balance due on this note at December 31, 2004, was $5,000
plus accrued interest.

Terra Block International
Inc.s Notes Payable:

On October 6, 2003 the Company entered
into a loan agreement with an individual to borrow $20,000 at 10% interest due October 6,
2004. In addition 50,000 shares of common stock will be delivered as additional
consideration. The note is unsecured. The Company has issued the common stock required
under this agreement. The balance on this note at December 31, 2004 was $20,000 plus
accrued interest.

On October 6, 2003 the Company
entered into a loan agreement with an investment consortium to borrow $12,500 at 10%
interest due October 6, 2004. In addition 200,000 shares of common stock will be delivered
as additional consideration. The note is unsecured. The Company has issued the common
stock required under this agreement. The balance on this note at December 31, 2004 was
$12,500 plus accrued interest.

On October 6, 2003 the Company
entered into a loan agreement with an individual to borrow $12,500 at 10% interest due
October 6, 2004. The note is unsecured. The balance on this note at December 31, 2004 was
$12,500 plus accrued interest.

On April 30, 2004 the Company entered
into a loan agreement with an Investment Company to borrow $100,000 at 10% interest due
December 31, 2004. The note is unsecured. The balance on this note at December 31, 2004
was $100,000 plus accrued interest.

F-10

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 2  NOTES
PAYABLE  CONTINUED

On July 13, 2004 the Company entered
into a loan agreement with an Investment Company to borrow $20,000 at 10% interest due
January 15, 2005. The note is unsecured. The balance on this note at December 31, 2004 was
$20,000 plus accrued interest.

NOTE 3 
STOCKHOLDERS EQUITY

Preferred Stock:

At September 30, 2004 the Company had
10,000,000 shares authorized of convertible preferred stock with a par value 0f $0.001 per
share. Additional terms and conditions of the stock are to be set by the board of
directors of the Company at the time of issue. There were no shares outstanding at
December 31, 2004.

Common Stock:

At December 31, 2004 the Company had
100,000,000 shares authorized common stock with a par value of $0.001 per share. There
were 40,815,018 shares outstanding at December 31, 2004.

NOTE 4  COMMITMENTS

The Company rents its present shared
office space on a month to month basis. The Company expects to continue on that basis in
2004. Rent expense through December 31, 2004 was $7,845.

NOTE 5  RELATED
PARTIES

The Company owed its officers who are
also shareholders $597,440 in accrued wages at December 31, 2004. There are no other
amounts due to or from these shareholder officers. The Company entered into employment
agreements with its three officers. The agreements are identical. The agreements are for
three years, call for annual wages of $120,000 each, with an annual inflation adjustment.
The agreements also provide for twelve paid holidays, seven paid personal days and fifteen
paid vacation days annually. In addition the Company is to provide $500,000 of group live
insurance for each officer, at no cost. As of December 31, 2004 the Company has not
provided the life insurance coverage.

F-11

---

EarthBlock Technologies,
Inc. and Subsidiary(Formerly TERRA BLOCK INTERNATIONAL INC. AND SUBSIDIARY) (A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTSDecember 31, 2004

NOTE 6  GOING
CONCERN

The Company has not generated
significant revenues or profits to date. This factor among others including the notes
payable defaults, may indicate the Company will be unable to continue as a going concern.
The Companys continuation as a going concern depends upon its ability to generate
sufficient cash flow to conduct its operations and its ability to obtain additional
sources of capital and financing. The accompanying consolidated financial statements do
not include any adjustments that may result from the outcome of this uncertainty.

F-12

---