**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, 2005




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, 2005: $27,000.00. Aggregate market value of the
      voting common stock held by non-affiliates of the registrant as of April 12,
      2006 was: $4,272,289. Number of shares of the registrant’s common stock
      outstanding as of April 12, 2006 was 59,315,018.




-1-








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
              
              availability
                of raw materials and/or supplies




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-






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.




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.




-3-




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.




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.




-4-


IMPLEMENTATION
      OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING




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 seek merger or acquisition candidates which could
      significantly dilute current ownership or cause a change in control. 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.




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
      2005,
      EarthBlock received $50,000 in loans and $12,500 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.




EMPLOYEES




As
      of
      April 12, 2006, EarthBlock has 2 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.




Christopher
      Cole, Chief Operating Officer, resigned effective June 30, 2005.




-5-


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 EarthBlock 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, 2005, EarthBlock had 49,815,018 shares of common stock outstanding
      and had approximately 165 stockholders of record.




The
      bid
      price of our common stock was $0.08 per share on April 12, 2006




OUR
      TRANSFER AGENT AS OF APRIL 12, 2006 IS:




Interwest
      Transfer Company, Inc.


1981
      East
      4800 South


Suite
      100


Salt
      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.




-6-


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. EarthBlock 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.




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.




-7-


RESULTS
      OF OPERATIONS




During
      fiscal 2005, the Company had total revenues of $27,000. The Company was
      successful in securing $62,500 of working capital from several
      sources.




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




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.




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.




2006
      OUTLOOK




During
      2006 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




-8-




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, 2006, 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
            42
            Chairman,
                President and CEOJames
                E. Hines
            49
            CFO,
                Vice-President and DirectorGary
                S. Barker
            49
            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.




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.




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.




-9-


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.




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
            2003
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Pitner
            2004
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-President
            2005
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-James
                E
            2003
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Hines
            2004
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Vice
                President
            2005
            -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.




-10-




EMPLOYMENT
      AGREEMENTS




During
      2003, the Company entered into employment agreements with Messrs. Pitner 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.




ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The
      following table sets forth information as of April 12, 2006, 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.




**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
            5.0%James
                E. Hines (1)
            Common
            2,955,702
            5.0%All
                Executive Officers andDirectors
                as a Group(Two
                (2) persons)
            Common
            5,911,404
            10.0%Pablo
                Roemers
            Common
            3,600,000
            6.1%Prendiville
                Revocable Trust
            Common
            15,000,000
            25.3%Scott
                Sieck
            Common
            3,500,000
            5.9%Darrel
                Uselton
            Common
            3,500,000
            5.9%




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




ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.




At
      December 31, 2005 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, 2005 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.




-11-


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








-12-




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 12, 2006.


**EARTHBLOCK
              TECHNOLOGIES, INC.**Date: April
              12, 2006
            By:
            /s/ Gregory
              A. PitnerCEO
              and
              Chairman




**EARTHBLOCK
              TECHNOLOGIES, INC.**Date: April
              12, 2006
            By:
            /s/ 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.


**EARTHBLOCK
              TECHNOLOGIES, INC.**Date: April
              12, 2006
            By:
            /s/ Gregory
              A. PitnerCEO
              and
              Chairman




**EARTHBLOCK
              TECHNOLOGIES, INC.**Date: April
              12, 2006
            By:
            /s/ James
              E.
              HinesVice-President,
              CFO
                and Director







-13-







EARTHBLOCK
      TECHNOLOGIES, INC.




CONSOLIDATED
      FINANCIAL STATEMENTS




DECEMBER
      31, 2005




TABLE
      OF
      CONTENTS




**PAGE
                NO**Auditors'
                Report
            F-1Financial
                statementsConsolidated
                Balance Sheets
            F-2Consolidated
                Statement of
                Operations
            F-3Consolidated
                Statement of Stockholders'
                Equity
            F-4Consolidated
                Statement of Cash Flows
            F-5Notes
                to Financial Statements
            F-6
                to F-11








-14-













**Pollard-Kelley
      Auditing Services, Inc.**


**Auditing
      Services 3250 West Market St, Suite 307**


**Fairlawn,
      OH 44333 330-864-2265**




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, 2005 and 2004, 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, 2005. 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 raises considerable doubt the Company will be able 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, 2005
      and 2004, and the results of its operations and it cash flows for each of the
      two years in the period ended December 31, 2005, in conformity with U.S.
      generally accepted accounting standards.





Pollard-Kelley
      Auditing Services, Inc.





/S/
      Pollard-Kelley Auditing Services, Inc.





Fairlawn,
      Ohio


March
      26,
      2005





-F1-





**EarthBlock
                Technologies, Inc and Subsidiary**(A
                Development Stage Company)CONSOLIDATED
                BALANCE SHEETDecember
                31, 2005 and December 31, 20042005
            
            
            2004ASSETSCurrent
                AssetsCash
                and cash equivalents
            
            $
            -
            
            $
            8,360Total
                Current Assets
            
            
            -
            
            
            8,360Fixed
                AssetsComputers
            
            
            9,402
            
            
            9,099Less:
                Accumulated depreciation
            
            
            (2,669
            )
            
            (910
            )6,733
            
            
            8,189Total
                Assets
            
            $
            6,733
            
            $
            16,549LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                LiabilitiesBank
                overdrafts
            
            $
            4,307
            
            $
            -Notes
                payable
            
            
            260,000
            
            
            210,000Accounts
                payable
            
            
            102,908
            
            
            102,410Accrued
                salaries
            
            
            703,440
            
            
            597,440Accrued
                interest
            
            
            88,675
            
            
            60,875Total
                Current Liabilities
            
            
            1,159,330
            
            
            970,725Stockholders'
                EquityPreferred
                stock
            
            
            -
            
            
            -Common
                stock
            
            
            49,815
            
            
            40,815Additional
                contributed capital
            
            
            380,008
            
            
            379,008Deficit
                accumulated during thedevelopment
                stage
            
            
            (1,582,420
            )
            
            (1,298,999
            )Subscriptions
                receivable
            
            
            -
            
            
            (75,000
            )(1,152,597
            )
            
            (954,176
            )Total
                Liabilities and Stockholders' Equity
            
            $
            6,733
            
            $
            16,549See
                accompanying notes to financial statements.








-F2-


**EarthBlock
                Technologies, Inc and Subsidiary**(A
                Development Stage Company)CONSOLIDATED
                STATEMENT OF OPERATIONSFor
                the Years Ended December 31, 2005 and 2004, and Since
                InceptionYear
                to
            
            
            Year
                toDate
            
            
            Date
            
            
            Since2005
            
            
            2004
            
            
            InceptionRevenues
            
            $
            27,000
            
            $
            -
            
            $
            52,000Cost
                of SalesDirect
                cost of sales
            
            
            24,057
            
            
            -
            
            
            24,057Gross
                Profit
            
            
            2,943
            
            
            -
            
            
            27,943ExpensesOffice
            
            
            12,873
            
            
            46,983
            
            
            65,758Depreciation
            
            
            1,759
            
            
            910
            
            
            2,669Interest
            
            
            27,800
            
            
            21,758
            
            
            89,639Licensor
                expenses
            
            
            500
            
            
            32,113
            
            
            81,528Professional
                fees
            
            
            36,582
            
            
            81,851
            
            
            182,238Rent
            
            
            14,815
            
            
            7,845
            
            
            26,835Salaries
            
            
            169,800
            
            
            404,760
            
            
            941,940Travel
            
            
            22,235
            
            
            32,523
            
            
            64,513286,364
            
            
            628,743
            
            
            1,455,120Net
                Loss
            
            $
            (283,421
            )
            $
            (628,743
            )
            $
            (1,427,177
            )Loss
                per share
            
            $
            (0.01
            )Average
                shares outstanding
            
            
            48,065,018See
                accompanying notes to financial statements.





-F3-


**EarthBlock
                Technologies, Inc and Subsidiary**(A
                Development Stage Company)CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDERS'
                EQUITYSince
                Inception through December 31, 2005DeficitAccumulatedAdditional
            
            
            During
                the
            
            
            StockPreferred
                Stock
            Common
                Stock
            
            Contributed
            
            
            Development
            
            
            SubscriptionShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            Receivable
            
            
            TotalMay,
                2002 Inception
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Original
                issue for cashand
                services
            
            
            -
            
            
            -
            
            
            10,505,000
            
            
            8,001
            
            
            -
            
            
            -
            
            
            -
            
            
            8,001Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                December 31, 2002
            
            
            -
            
            
            -
            
            
            10,505,000
            
            
            8,001
            
            
            -
            
            
            -
            
            
            -
            
            
            8,001Merger
                with LL BrownInternational
                Inc.
            
            
            -
            
            
            -
            
            
            (504,982
            )
            
            1,999
            
            
            3,808
            
            
            (154,243
            )
            
            -
            
            
            (148,436
            )Shares
                issued for services
            
            
            -
            
            
            -
            
            
            12,000,000
            
            
            12,000
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000Shares
                issued for interest
            
            
            -
            
            
            -
            
            
            965,000
            
            
            965
            
            
            -
            
            
            -
            
            
            -
            
            
            965Dividends
                paid
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,000
            )
            
            -
            
            
            (1,000
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (515,013
            )
            
            -
            
            
            (515,013
            )Balance
                December 31, 2003
            
            
            -
            
            
            -
            
            
            22,965,018
            
            
            22,965
            
            
            3,808
            
            
            (670,256
            )
            
            -
            
            
            (643,483
            )Shares
                issued for services
            
            
            -
            
            
            -
            
            
            3,050,000
            
            
            3,050
            
            
            -
            
            
            -
            
            
            -
            
            
            3,050Share
                sales
            
            
            -
            
            
            -
            
            
            14,800,000
            
            
            14,800
            
            
            375,200
            
            
            -
            
            
            (75,000
            )
            
            315,000Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (628,743
            )
            
            -
            
            
            (628,743
            )Balance
                December 31, 2004
            
            
            -
            
            
            -
            
            
            40,815,018
            
            
            40,815
            
            
            379,008
            
            
            (1,298,999
            )
            
            (75,000
            )
            
            (954,176
            )Collection
                of stocksubscription
                receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            72,500
            
            
            72,500Share
                sales
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            4,000
            
            
            6,000
            
            
            -
            
            
            -
            
            
            10,000Collection
                of stocksubscription
                receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,500
            
            
            2,500Correction
                of 2004 sharesales
            
            
            -
            
            
            -
            
            
            5,000,000
            
            
            5,000
            
            
            (5,000
            )
            
            -
            
            
            -
            
            
            -Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (283,421
            )
            
            -
            
            
            (283,421
            )Balance
                December 31, 2005
            
            
            -
            
            
            -
            
            
            49,815,018
            
            
            49,815
            
            
            380,008
            
            
            (1,582,420
            )
            
            -
            
            
            (1,152,597
            )See
                accompanying notes to financial statements.







-F4-


**EarthBlock
                Technologies, Inc and Subsidiary**(A
                Development Stage Company)CONSOLIDATED
                STATEMENT OF CASH FLOWSFor
                the Years Ended December 31, 2005 and 2004, and Since
                InceptionYear
                to
            
            
            Year
                to
            
            
            SinceDate
            
            
            Date2005
            
            
            2004
            
            
            InceptionCash
                Flows from Operating ActivitiesNet
                Loss
            
            $
            (283,421
            )
            $
            (628,743
            )
            $
            (1,427,177
            )Adjustments
                to reconcile net loss to netcash
                provided by operating activitiesDepreciation
                and amortization
            
            
            1,759
            
            
            910
            
            
            2,669Stock
                for services
            
            
            -
            
            
            3,050
            
            
            15,050Stock
                for interest
            
            
            -
            
            
            -
            
            
            965Decrease
                in Start Up Costs
            
            
            -
            
            
            -
            
            
            33,408Increase
                in Accounts payable
            
            
            498
            
            
            408
            
            
            3,472Increase
                in Accrued salaries
            
            
            106,000
            
            
            230,060
            
            
            703,440Increase
                in Accrued interest
            
            
            27,800
            
            
            21,759
            
            
            88,675Net
                Cash (Used) by Operating Activities
            
            
            (147,364
            )
            
            (372,556
            )
            
            (579,498
            )Cash
                Flows from Investing ActivitiesIncrease
                in Start Up Costs
            
            
            -
            
            
            -
            
            
            (33,408
            )Purchase
                of fixed assets
            
            
            (303
            )
            
            (9,099
            )
            
            (9,402
            )Subscriptions
                receivable
            
            
            75,000
            
            
            (75,000
            )
            
            -Net
                Cash (Used) by Investing Activities
            
            
            74,697
            
            
            (84,099
            )
            
            (42,810
            )Cash
                Flows from Financing ActivitiesIncrease
                in Notes payable
            
            
            50,000
            
            
            75,000
            
            
            260,000Funds
                paid for Merger shell
            
            
            -
            
            
            -
            
            
            (49,000
            )Dividend
                paid
            
            
            -
            
            
            -
            
            
            (1,000
            )Sale
                of Common stock
            
            
            10,000
            
            
            390,000
            
            
            408,001Cash
                Flows Provided by Financing Activities
            
            
            60,000
            
            
            465,000
            
            
            618,001Net
                Increase in Cash and Cash Equivalents
            
            
            (12,667
            )
            
            8,345
            
            
            (4,307
            )Cash
                and Cash Equivalents - Beginning
            
            
            8,360
            
            
            15
            
            
            -Cash
                and Cash Equivalents - Ending
            
            $
            (4,307
            )
            $
            8,360
            
            $
            (4,307
            )See
                accompanying notes to financial statements.








-F5-




EarthBlock
      Technologies, Inc. and Subsidiary


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2005







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 provide 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.




-F6-


EarthBlock
      Technologies, Inc. and Subsidiary


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2005







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 June 30, 2005 there is $0 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.





On
      June
      8, 2005, the Company sold 4,000,000 shares of common stock for
      $10,000.





Basis
      of Consolidation:





The
      accompanying consolidated financial statements include the accounts of
      EarthBlock Technologies, 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
            2005
            InceptionSinceInterest
            $0
            $0
            $0Income
                taxes
            $0
            $0
            $0





-F7-






EarthBlock
      Technologies, Inc. and Subsidiary


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2005





NOTE
      1
      - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED





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 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, 2005 is approximately $1,400,000.





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, 2005 and December 31, 2004 was $7,500
      plus accrued interest.







-F8-


EarthBlock
      Technologies, Inc. and Subsidiary


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2005




NOTE
      2 -
      NOTES PAYABLE - CONTINUED





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, 2005 and 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, 2005 and 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, 2005 and 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, 2005 and 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, 2005 and 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 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, 2005 and 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, 2005 and December 31,
      2004, was $5,000 plus accrued interest.





EarthBlock
      Technologies, 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, 2005 and December 31, 2004
      was $20,000 plus accrued interest.





-F9-







EarthBlock
      Technologies, Inc. and Subsidiary


(A
      Development Stage Company)


NOTES
      TO
      FINANCIAL STATEMENTS


December
      31, 2005







NOTE
      2 -
      NOTES PAYABLE - CONTINUED




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, 2005 and 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, 2005 and 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, 2005 and December 31, 2004 was $100,000
      plus accrued interest.





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, 2005 and December 31, 2004 was $20,000
      plus
      accrued interest.





On
      August
      23, 2005 the Company entered into a loan agreement with an individual to borrow
      $35,000 at 12% interest due February 23, 2006. The note is unsecured. The
      balance on this note at December 31, 2005 and December 31, 2004 was $35,000
      and
      $0 plus accrued interest respectively.





On
      August
      23, 2005 the Company entered into a loan agreement with an Investment Company
      to
      borrow $15,000 at 12% interest due February 23, 2006. The note is unsecured.
      The
      balance on this note at December 31, 2005 and December 31, 2004 was $15,000
      and
      $0 plus accrued interest respectively.





All
      notes
      are in default, payment was not made on notes stated due dates. The Company
      has
      not received any notices of default.




NOTE
      3 -
      STOCKHOLDERS’ EQUITY




Preferred
      Stock:





At
      December 31, 2005 and December 31, 2004, the Company had 10,000,000 shares
      authorized of convertible preferred stock with a par value of $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, 2005 and December 31, 2004.





Common
      Stock:





At
      December 31, 2005 and December 31, 2004 the Company had 100,000,000 shares
      authorized common stock with a par value of $0.001 per share. There were
      49,815,018 and 40,815,018 shares outstanding at December 31, 2005 and December
      31, 2004 respectively.




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 2006. Rent expense through December
      31, 2005 and December 31, 2004 was $14,815 and $7,845 respectively.




-F10-


EarthBlock
        Technologies, Inc. and Subsidiary
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005


NOTE
      5 -
      RELATED PARTIES





The
      Company owed its officers who are also shareholders $706,440 and $597,440 in
      accrued wages at December 31, 2005 and December 31, 2004 respectively. 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. The agreements expired in June 2005.




NOTE
      6 -
      GOING CONCERN




The
      Company has not generated significant revenues or profits to date. This factor
      among others raises considerable doubt the Company will be able 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. Managements plans to relieve these
      problems by continuing to raise working capital either through stock sales
      or
      loans.





-F11-