<PAGE>

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

                                   FORM 10-QSB

(Mark One)

|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the quarter ended December 31, 2004

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from ________ to _________
     Commission File No.: 0-14213

                              U.S. MICROBICS, INC.
                 (Name of small business issuer in its charter)

              COLORADO                                  84-0990371
   (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

                              6451-C El Camino Real
                           Carlsbad, California 92009
                                 (760) 918-1860

       Securities registered under Section 12(b) of the Exchange Act: None

    Title of each class            Name of each exchange on which registered
           None                                       None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, $0.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 |_|

Common Stock, $0.0001 par value per share - 168,544,652 shares outstanding as of
March 5, 2005

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format (check one): Yes |_|; No |X|





<PAGE>

<TABLE>
PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                       U.S. MICROBICS, INC., AND SUBSIDIARIES
                                        CONSOLIDATED CONDENSED BALANCE SHEET

                                                                                       AS OF             AS OF
                                                                                    DECEMBER 31,     SEPTEMBER 30,
                                                                                       2004              2004
                                                                                    (UNAUDITED)        (AUDITED)
                                                                                  --------------    --------------
<S>                                                                               <C>               <C>
CURRENT ASSETS:
         Cash                                                                     $      123,661    $       38,699
         Restricted cash                                                                 122,600           122,442
         Accounts receivable                                                              18,778            25,801
         Costs and estimated profit in excess of billings                                253,408           217,717
         Prepaid expenses and other assets                                               135,991            99,855
                                                                                  --------------    --------------
            Total current assets                                                         654,438           504,514

PROPERTY AND EQUIPMENT, NET
         Office equipment                                                                276,181           276,181
         Manufacturing equipment                                                          14,376            14,376
         Production and transportation equipment                                         147,788           144,241
                                                                                  --------------    --------------
                                                                                         438,345           434,798
         Less: Accumulated Depreciation                                                 (268,299)         (254,397)
                                                                                  --------------    --------------
                                                                                         170,046           180,401

DEPOSITS                                                                                 108,844            23,844
                                                                                  --------------    --------------
            Total assets                                                          $      933,328    $      708,759
                                                                                  ==============    ==============

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
         Accounts payable and accrued expenses                                    $    1,699,512    $    1,727,836
         Notes payable, related parties                                                  526,243           386,367
                                                                                  --------------    --------------
            Total current liabilities                                                  2,225,755         2,114,203

MINORITY INTEREST                                                                      4,305,795         3,818,391

DEFICIT IN STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.10 par value; 20,000,000 shares authorized:
  Series II; 500,000 shares authorized; 6,125 issued
     and outstanding as of December 31, 2004 and September 30, 2004
     aggregate liquidation preference of $6,125                                              613               613
  Series B; 500,000 shares authorized; 5,272 issued and outstanding
     as of  December 31, 2004 and September 30, 2004; aggregate
     liquidation preference of $5,272                                                        527               527
  Series C; 50,000 shares authorized; 15,871 issued and outstanding
     as of December 31, 2004 and September 30, 2004; aggregate
     liquidation preference of $1,587,100                                                  1,587             1,587
  Series D; 50,000 shares authorized; 43,300 issued and outstanding
     as of December 31, 2004 and September 30, 2004; no
     liquidation preference                                                                4,330             4,330
  Common stock; $.0001 par value; 500,000,000 shares authorized;
     154,115,211 and 143,859,331 issued and outstanding as of
     December 31, 2004 and September 30, 2004, respectively                               15,411            14,386
  Additional paid-in capital                                                          21,494,826        21,250,703
  Dividend payable                                                                       (35,588)          (35,588)
  Discount on Preferred Stock                                                                  0                 0
  Treasury Stock                                                                        (117,400)         (117,400)
  Stock Subscriptions                                                                    (70,000)          (65,000)
  Deferred Equity Issuance Costs                                                        (783,500)         (783,500)
  Deferred Financing Costs                                                              (655,810)         (655,810)
  Accumulated deficit                                                                (25,453,218)      (24,838,683)
                                                                                  --------------    --------------
        Total deficit in stockholders' equity                                         (5,598,222)       (5,223,835)
                                                                                  --------------    --------------
        Total liabilities and deficit in stockholders' equity                     $      933,328    $      708,759
                                                                                  ==============    ==============


              SEE ACCOMPANYING FOOTNOTES TO THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.


                                                         2
</TABLE>



<PAGE>

<TABLE>

                          U.S. MICROBICS, INC., AND SUBSIDIARIES
                           CONSOLIDATED CONDENSED STATEMENTS OF
                                        OPERATIONS


                                                                  For the Three
                                                            Months Ended December 31,
                                                        --------------------------------
                                                             2004               2003
                                                        --------------    --------------
<S>                                                     <C>               <C>
Revenues                                                $      164,081    $       90,092

Cost of revenues                                                51,280            74,464
                                                        --------------    --------------

Gross profit                                                   112,801            15,628

Selling, general and administrative expenses                   831,799         1,028,837
                                                        --------------    --------------

Loss from operations                                          (718,998)       (1,013,209)

Other income (expense):
Interest expense                                               (38,720)          (34,795)
Minority interest                                              143,183            79,968
                                                        --------------    --------------
                                                               104,463            45,173
                                                        --------------    --------------

Net Loss Before Income Taxes                                  (614,535)         (968,036)

Income tax expenses                                                ---
                                                        --------------    --------------

Net loss                                                $     (614,535)   $     (968,036)
                                                        ==============    ==============

Net loss per common share (basic and diluted)           $       (0.00)   $         (.01)

Weighted average common shares outstanding                 147,263,251       114,934,254



                                            3
</TABLE>




<PAGE>

<TABLE>
                                     U.S. MICROBICS, INC., AND SUBSIDIARIES
                                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


                                                                                          For the Three
                                                                                     Months Ended December 31,
                                                                                    --------------------------
                                                                                        2004           2003
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
Cash Flows from Operating Activities:

                             Net Cash Used in Operating Activities                  $  (500,714)   $  (318,510)
                                                                                    -----------    -----------

                             Cash flows from Investing Activities:

                             Net Cash Used in Investing Activities                       (3,547)            --
                                                                                    -----------    -----------

                             Cash Flows from Financing Activities:

                         Net Cash Provided by Financing Activities                      589,223        311,516
                                                                                    -----------    -----------

   (Decrease) Increase in Cash                                                           84,962    $    (6,994)

   Cash at Beginning of Period                                                           38,699         25,421
                                                                                    -----------    -----------

         Cash at End of Period                                                      $   123,661    $    18,427
                                                                                    ===========    ===========

     Supplemental disclosures of non-cash investing and financing activities:

Common stock issued in exchange for services                                        $   163,500    $   217,077
Common stock issued in exchange for compensation                                    $     7,500    $    28,800
Common stock issued for employee stock option plan                                  $    49,149    $   160,000
Convertible preferred stock issued for cost  and letter of credit                   $        --    $   314,720
Preferred stock, common stock, stock option, and warrants in
exchange for services by subsidiaries                                               $    20,350    $   162,550
Common stock issued in exchange for compensation by subsidiaries                    $    86,100             --
Employee stock option plan - unearned charged to operations                         $        --    $    68,000
Deferred financing cost on issuance of convertible preferred stock                  $        --    $  (406,000)
Discount of preferred stock charged to operations                                   $        --    $     3,958
Common stock issued by subsidiary in settlement of note payable                     $    15,000    $        --
Common stock issued by subsidiary for security deposit                              $    10,000    $        --
Common stock issued by subsidiary for subscription receivable                       $     5,000    $        --
Common stock issued by subsidiaries in settlement of accounts payable               $    54,063    $        --
Common stock issued in settlement of accounts payable                               $    25,000    $        --

   Cash paid for:
       Interest                                                                     $        --    $        --
       Income taxes                                                                 $        --    $        --
       Dividends                                                                    $        --    $        --


            See accompanying footnotes to the unaudited consolidated condensed financial statements.


                                                       4
</TABLE>




<PAGE>

                      U.S. MICROBICS INC., AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      THREE MONTHS ENDED DECEMBER 31, 2004
                                   (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES
---------------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three-month period ended
December 31, 2004, are not necessarily indicative of the results that may be
expected for the year ended September 30, 2005. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated September 30, 2004 financial statements and footnotes thereto
included in the Company's SEC Form 10-KSB.

Business and Basis of Presentation
----------------------------------

U.S. Microbics, Inc. was organized on December 7, 1984 under the laws of the
State of Colorado as Venture Funding Corporation. The Company amended its
Articles of Incorporation in June 1993 changing its name to Global Venture
Funding, Inc. The Company amended its Articles of Incorporation in May 1998
changing its name to U.S. Microbics, Inc. The Company has been engaged in a
variety of operations since inception.

The Company has five wholly-owned (directly and indirectly) subsidiaries and
those companies are Xyclonyx, West Coast Fermentation Center, USM Information
Services, Inc., USM Products Inc and USM Resources Development. Additionally,
the Company has three majority-owned subsidiaries: Sol Tech Corporation (also
known as Wasteline Performance Corporation), USM Capital Group, Inc., Bio-Con
Microbes Inc., and Sub-Surface Waste Management of Delaware, Inc. ("SSWM").

World Wide Water Systems, Inc. (Formerly USM Information Services, Inc.) was
incorporated in the state of Nevada July 2003. The Corporation has been inactive
since formation. It is presently owned 50% by US Microbics, Inc. and the other
50% by C. Trade, Inc.

World Wide Water Systems, Inc., has formed a joint venture with C. Trade, Inc.
to supply water purification systems to third world countries using the
technology of various water equipment vendors and engineering services of Sub
Surface Waste Management, Inc., for implementation. The start date of the Joint
Venture operations has not been determined until technical infrastructure and
contractual terms and conditions have been finalized.

In addition Sub Surface Waste management of Delaware, Inc., will Joint Venture
with C. Trade, Inc., and Omnitek Engineering Corp., to provide technology,
engineering and project management for natural gas distribution services and for
converting diesel engines to clean-burning natural gas in Bangladesh. The Joint
Venture will initially target the conversion of bus and truck engines and
related refueling infrastructure. The start date of the Joint Venture operations
has not been determined until technical infrastructure and contractual terms and
conditions have been finalized.

Reclassification
----------------

Certain reclassifications have been made in prior periods' data to conform to
classifications used in the current presentation. These reclassifications had no
effect on reported losses.

Concentrations of Credit Risk
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and temporary cash investments with
credit quality institutions. At times, such investments may be in excess of the
FDIC insurance limit.


                                        5




<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the quarter ended December 31, 2003. The
Company has no awards of stock-based employee compensation outstanding at
December 31, 2004 and 2003.

New Accounting Pronouncements
-----------------------------

On December 16, 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,
Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar
to the approach described in Statement 123. However, Statement 123(R) requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative. The Company will adopt
Statement 123(R) on October 1, 2005. Statement 123(R) permits public companies
to adopt its requirements using one of two methods:

1) A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of Statement
123(R) for all share-based payments granted after the effective date and (b)
based on the requirements of Statement 123 for all awards granted to employees
prior to the effective date of Statement 123(R) that remain unvested on the
effective date.

2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under Statement 123 for
purposes of pro forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.

The Company will adopt Statement 123(R) on October 1, 2005; however, management
is still evaluating which method to adopt.


                                       6




<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements (continued)
-----------------------------------------

As permitted by Statement 123, the company currently accounts for share-based
payments to employees using Opinion 25's intrinsic value method and, as such,
generally recognizes no compensation cost for employee stock options.
Accordingly, the adoption of Statement 123(R)'s fair value method will have a
significant impact on our result of operations, although it will have no impact
on overall financial position. The impact of adoption of Statement 123(R) cannot
be predicted at this time because it will depend on levels of share-based
payments granted in the future. However, had the Company adopted Statement
123(R) in prior periods, the impact of that standard would have approximated the
impact of Statement 123 as described in the disclosure of pro forma net income
and earnings per share in Note 1 to our consolidated financial statements.
Statement 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than as an operating cash flow as required under current literature. This
requirement will reduce net operating cash flows and increase net financing cash
flows in periods after adoption. The Company cannot estimate what those amounts
will be in the future because they depend on, among other things, when employees
exercise stock options.

In November 2004, the FASB issued FAS 151, "Inventory Costs * an amendment of
ARB No. 43, Chapter 4" ("FAS 151"). FAS 151 amend the guidance in Accounting
Research Bulletin (ARB) No. 43, Chapter 4, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (spoilage). FAS 151 requires that these costs be recognized as current
period charges regardless of whether they are abnormal. In addition, FAS 151
requires that allocation of fixed production overheads to the costs of
manufacturing be based on the normal capacity of the production facilities. The
provisions of FAS 151 are effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. The Company does not expect this new
standard to have a material effect on its consolidated financial position or
results of operations


NOTE B - DEPOSITS

During the quarter ended December 31, 2004, Sub Surface Waste Management
advanced WaterChef, Inc., $85,000 as a deposit on the purchase of 4 water
machines valued at $200,000. Of the $85,000 deposit, $10,000 was paid directly
to WaterChef, Inc., by an investor who was subsequently issued approximately
83,330 shares of restricted common stock valued at $0.12 per share. The
remaining $75,000 of the deposit was paid in cash. The water machines are
planned to be leased to third world countries to provide a source of clean
drinking water.


NOTE C - NOTES PAYABLE

In December, 2004, Fusion Capital Fund II, LLC ("Fusion") made an advance to Sub
Surface Waste Management of $100,000 on the $6,000,000 equity line.
Simultaneously, Sub Surface Waste Management issued Fusion 64,655 shares of
common stock as a partial repayment of the advance. The shares were valued at
approximately $0.232 per share or a total value of $15,000. As of December, 31,
2004 the Company owes Fusion $85,000 regarding the equity line advance. The
advance is non-interest bearing and can be repaid by further issuances of stock
to Fusion under the equity line. As of March 7, 2005, the company would have to
issue approximately 710,000 shares of common stock to repay the advance.


                                       7




<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)


NOTE D - CAPITAL STOCK

Preferred Stock
---------------

The Company is authorized to issue 20,000,000 shares of convertible preferred
stock with a par value of $.10 per share. The Company has reserved 42,500,000
shares of its $.0001 par value common stock for conversion of preferred stock
issuances. As of December 31, 2004, there were 6,125 shares of Series II
preferred stock, 5,272 shares of Series B preferred stock, 15,871 shares of
Series C preferred stock, 43,300 shares of Series D preferred stock issued and
outstanding. Conversion of all issued and outstanding convertible preferred
stock to common stock would result in an additional 6,004,700 shares of common
stock.

There were no transactions related to preferred stocks of the Company for the
quarter ended December 31, 2004.

Common Stock
------------

The Company is authorized to issue 500,000,000 shares of common stock with a par
value of $.0001 per share. As of December 31, 2004, the Company has issued and
outstanding 154,115,211 shares of common stock. All valuations of common stock
issued for services were based upon the value of the services rendered, which
did not differ materially from the fair value of the Company's common stock
during the period the services were rendered and charged to the statement of
losses.

During the three months ended December 31, 2004, the Company issued an aggregate
of 6,300,000 shares of unrestricted common stock as compensation to consultants
in exchange for a total of $152,500 of services and expenses incurred. These
shares were valued at a weighted average of $0.021 per share which represents
the fair value of the services received which did not differ materially from the
value of the stock issued.

During the three months ended December 31, 2004, the Company issued an aggregate
of 580,880 shares of restricted common stock as compensation to consultants in
exchange for a total of $11,000 of services and expenses incurred. These shares
were valued at a weighted average of $0.018 per share which represents the fair
value of the services received which did not differ materially from the value of
the stock issued.

During the three months ended December 31, 2004, the Company issued an aggregate
of 375,000 shares of restricted common stock as compensation $7,500 of services
rendered. These shares were valued at a weighted average of $0.02 per share
which represents the fair value of the services received which did not differ
materially from the value of the stock issued.

During the three months ended December 31, 2004, the Company issued an aggregate
of 2,00,000 shares of unrestricted common stock to employees under an employee
stock option plan. Under this plan Employees were able to purchase stock at 85%
of market price. Proceeds from the exercised options were used for general
operating expenses. The total cost of the Employee Stock Option Plan is $
49,149.

During the three months ended December 31, 2004, the Company issued an aggregate
of 1,000,000 shares of unrestricted common stock to settle accounts payable for
a total of $25,000. These shares were valued at a weighted average of $0.025 per
share.


                                        8




<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

NOTE E - MINORITY INTEREST

The Company's majority-owned subsidiary, Sub Surface Waste Management of
Delaware, Inc, issued 2,823,642 shares of common stock and 218,000 shares of
convertible preferred stock for following details:

During the three months ended December 31, 2004, the Company issued 1,449,290
shares of restricted common stock in exchange for $315,315 net of costs.

During the three months ended December 31, 2004, the Company issued 41,666
shares of restricted common stock valued at $5,000. The Company reported a
subscription receivable in regards to this transaction.

The company received a $100,000 advance on future stock sales from Fusion
Capital on December 8, 2004. The company issued 64,655 shares of common stock
associated with this advance. The transactions were valued at .232 per share.
The remaining balance of the advance is $85,000 as of December 31, 2004.

During the three months ended December 31, 2004, the Company issued 83,334
shares of restricted common stock valued at $10,000. The Company reported a
increase in deposits in regards to this transaction.

During the three months ended December 31, 2004, the Company issued 82,845
shares of its restricted common stock in exchange for services provided the
Company valued at an average of $0.25 per share which represents the fair value
of the services received which did not differ materially from the value of the
stock issued. The total value of this transaction was $20,350.

During the three months ended December 31, 2004, the Company issued an aggregate
of 654,000 shares of common stock to employees under an employee stock option
plan. Under this plan Employees were able to purchase stock at 85% of market
price. Proceeds from the exercised options were $124,760 and were used for
general operating expenses. The total cost of the Employee Stock Option Plan was
$18,714.

During the three months ended December 31, 2004, the Company issued an aggregate
of 201,852 shares of common stock to settle accounts payable and accrued
expenses for a total of $54,063. These shares were valued at a weighted average
of $0.27 per share.

During the three months ended December 31, 2004, the Company issued an aggregate
of 246,000 shares of common stock to employees in exchange for a total of
$86,100 of services rendered. These shares were valued at a weighted average of
$0.35 per share which represents the fair value of the services received which
did not differ materially from the value of the stock issued.

These transactions have resulted in increase of minority interest from
approximately 40.05% to 42.53% in Sub Surface Waste Management.

For the three months ended December 31, 2004 the minority shareholders' share of
the losses (income) of majority-owned subsidiaries was:

                                                               Amount
                                                               ------
USM Capital Group, Inc.                                     $   (36,291)
Sub Surface Waste Management of Delaware, Inc.                  179,469
Sol-Tech Corporation                                                  0
Bio-Con Microbes                                                      5
                                                            -----------
         Totals                                             $   143,183
                                                            ===========


                                        9




<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)


NOTE F - COMMITMENTS AND CONTINGENCIES

Litigation
----------

The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters will not have a material adverse effect on it financial position,
results of operations or liquidity.

NOTE G - SEGMENT INFORMATION

The Company's two reportable segments are managed separately based on
fundamental differences in their operations. During 2004 and 2003, the Company
operated in the following two reportable segments:

USM Capital is the financial services division of U.S. Microbics and provides an
array of financial services for private and publicly traded companies.

The services includes:

     o    Management services and planning
     o    Becoming a publicly reporting company
     o    Becoming a publicly trading company
     o    Capital financing
     o    Aftermarket support
     o    Investor Relations
     o    Corporate governance
     o    Administrative services
     o    CEO Training

USM Solutions, including Sub-Surface Waste Management of Delaware, Inc., engages
in developing, manufacturing and selling engineered remediation solutions for
clean up of toxic waste releases to soil and/or groundwater and the
bio-recycling of spent activated carbon filtration media.

Segment operating income is total segment revenue reduced by operating expenses
identifiable with the business segment. Corporate includes general corporate
administrative costs.

The Company evaluates performance and allocates resources based upon operating
income. The accounting policies of the reportable segments are the same as those
described in the summary of accounting policies. There are no inter-segment
sales.


                                       10


<PAGE>

                      U.S. MICROBICS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)


NOTE G - SEGMENT INFORMATION (CONTINUED)

The following table summarizes segment asset and operating balances by
reportable segment.

                                                           FOR THE THREE
                                                       MONTHS ENDED DECEMBER,
                                                   ----------------------------
                                                       2004             2003
                                                   ------------    ------------
     Net Sales to External Customers:
     Consulting and Financial Services             $    100,000    $
     Engineering Services                                64,801          90,092
     Corporate                                               --              --
                                                   ------------    ------------
     Total Sales to External Customers             $    164,801    $     90,092
                                                   ============    ============

     Depreciation and Amortization:
     Consulting and Financial Services             $         --    $         --
     Engineering Services                                 1,983           1,056
     Corporate                                           11,919           8,338
                                                   ------------    ------------
     Total Depreciation and Amortization           $     13,902    $      9,394
                                                   ============    ============

     General and Administrative Expense:
     Consulting and Financial Services             $      1,329    $      2,041
     Engineering Services                               387,551         340,816
     Corporate                                          442,919         676,586
                                                   ------------    ------------
     Total General and Administrative Expense      $    831,799    $  1,019,443
                                                   ============    ============

     Capital Expenditures:
     Consulting and Financial Services             $         --    $         --
     Engineering Services                                    --              --
     Corporate                                            3,547              --
                                                   ------------    ------------
     Total Capital Expenditures                    $      3,547    $         --
                                                   ============    ============

     Operating Income (Losses):
     Consulting and Financial Services             $     98,671    $     (2,041)
     Engineering Services                              (383,017)       (339,332)
     Corporate                                         (434,652)       (671,836)
                                                   ------------    ------------
     Total Segment Operating Losses                $   (718,998)   $ (1,013,209)
                                                   ============    ============

     Segment Assets:
     Consulting and Financial Services             $        335    $     50,312
     Engineering Services, net                          468,025         585,611
     Corporate                                          464,968          55,003
                                                   ------------    ------------
     Total Segment Assets                          $    933,328    $    690,926
                                                   ============    ============


                                       11




<PAGE>

                                     PART I

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

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY
UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING
FUTURE EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY
PREDICTIONS AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS
USUALLY CONTAIN THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," OR
SIMILAR EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY REVIEW VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED BELOW, AS WELL AS
THE MATTERS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON 10-KSB FOR THE YEAR
ENDED SEPTEMBER 30, 2003 AND ITS OTHER SEC FILINGS. THESE RISKS AND
UNCERTAINTIES COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR PUBLICLY ANNOUNCE REVISIONS TO ANY FORWARD-LOOKING
STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.

                                   THE COMPANY

U.S. Microbics, Inc. (the "Company" or "USMX") is building an environmental
biotech company utilizing the proprietary microbial technology, bioremediation
patents, knowledge, processes and unique microbial culture collection
(collectively, the "Microbial Technology") developed over 30 years by the late
George M. Robinson and his daughter Mery C. Robinson. The Company creates and
markets proprietary microbial technologies that provide natural solutions to
many of today's environmental problems. The Company's microbes or "bugs" can be
used to breakdown various substances, including hydrocarbons, chlorinated
solvents and certain water and soil contaminants when combined with engineered
application solutions. The Company believes that it can build the foundation for
the international commercialization of proprietary products and services based
on the Microbial Technology for applications in the global bioremediation, water
cleanup and agricultural markets. The Company is in the process of determining
and obtaining the capital, personnel and manufacturing and distribution capacity
necessary to commercialize the Microbial Technology.

The Company's primary objective is to establish itself as a provider of
environmental technology and products to companies worldwide by utilizing a
"Pay-for-Performance" philosophy, specifying solutions that treat the source of
the problem, and concentrating on niche markets which offer above normal profit
potential. To achieve this objective, the Company intends to focus its strategy
on the following three elements: (i) developing core engineering and project
management services, microbe manufacturing and research and development services
that support all subsidiaries; (ii) validating the technology using actual
customer demonstration sites, approved governmental work plans, and third party
certified results showing solutions to be "better-faster-cheaper"; and (iii)
providing the technology and engineering services to direct customers or
licensing the use of the technology to third parties for use in specific niche
markets and territories.

The Company's ability to achieve its objectives is highly dependent, among other
factors, raising the necessary capital to continue implementing its
biotechnology solutions and obtaining performance bonds or letters of credits
where required. The Company intends to raise additional working capital through
the sale of common stock through its equity line, through private placements in
its subsidiaries, through issuance of preferred stock or debt, through third
party technology licensing arrangements for niche market or specific territory
use, and through the sale of assets consisting of stock in merger/spin-off
companies. There can be no assurance that the Company will raise such capital on
terms acceptable to the Company, if at all. The Company's failure to obtain
adequate financing may jeopardize its existence. See "Liquidity and Capital
Resources."

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND THREE MONTHS ENDED DECEMBER 31,
2003

The Company had revenues of $164,081 during the three months ended December 31,
2004, a 82% increase as compared to $90,092 of revenues for the three months
ended December 31, 2003. Revenues for the three months ended December 31, 2004
consisted of contracts for bio-remediation of hydrocarbons in contaminated soil
and ground water of $64,081 and USM Capital Group, Inc. had revenue of $100,000
from a consulting contract. Revenues for the three months ended December 31,
2003 consisted primarily of contracts for bio-remediation of hydrocarbons in
contaminated soil and ground water.

The cost of revenues was $51,280 as of December 31, 2004, compared to $74,464 as
of December 31, 2003.


                                       12




<PAGE>

For the quarter ended December 31, 2004, USM Capital Group, Inc. had revenue of
$100,000 with no associated cost of sales. The remaining revenue of $64,081 had
cost of sales of $51,280 with a gross profit of 20% or $12,801. For the quarter
ended December 31, 2003 revenue of 90,092 was from remediation services with a
cost of sales of $74,464 with a 17.6% gross profit or $15,628.

Selling, general and administrative ("SG&A") expenses for the quarter ended
December 31, 2004 totaled $831,799 compared to $1,028,837 for the same period in
fiscal year 2003. The decrease in SG&A expenses was $197,038 (19%). The change
is primarily due decreases in occupancy, legal and consulting. SG&A expenses for
the first three quarters of fiscal year 2004 consisted of occupancy, payroll,
accounting, and legal, consulting, and public relations expenses.

The Company incurred a net loss of $614,535 and had negative cash flows from
operations of $500,714 for the three months ended December 31, 2004, compared to
a net loss of $968,036 and negative cash flows from operations of $318,510 for
the three months ended December 31, 2003. The decrease in net loss of $353,501
from the three months ended December 31, 2004, compared to December 31, 2003,
was primarily due to lower consultants for services and decreased payroll costs.
Basic and diluted net loss per share was $(.004) for the three months ended
December 31, 2004.compared to $(.01) for the three months ended December 31,
2003. The decrease was due to lower net loss and increase in average shares
outstanding to 147,263,251 for the three months ended December 31, 2004,
compared to 114,934,254 for the corresponding three months ended December 31,
2003, and to a $353,501 reduction in the net loss.

The Company is expecting the revenues for the year ended September 30, 2005, to
be more than the prior fiscal year due primarily to a remediation contract in
Mexico. In order to continue implementing the Company's strategic plan, the
Company is planning on raising up to $2,000,000 in equity financing and an
additional $2,000,000 from a private placement through its subsidiary Sub
Surface Waste Management of Delaware, Inc., during the second and third quarters
of fiscal 2005. The funds are targeted primarily for funding contract costs,
expansion of the marketing effort and for the acquisition of companies that will
increase revenues, cash flow and profits. There can be no assurance that the
Company or SSWM will be able to raise such capital on acceptable terms. Failure
to obtain such capital or generate such revenues would have an adverse impact on
the Company's financial position and results of operations and ability to
continue as a going concern.

The Company's operating and capital requirements during the next fiscal year and
thereafter will vary based on a number of factors, including: (i) the rate at
which microbial products and services are shipped and generate profits; (ii) the
necessary level of sales and marketing activities for environmental products;
and (iii) the level of effort needed to develop additional distribution channels
to the point of commercial viability.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $123,661 and $38,699 at December 31, 2004 and
September 30, 2004, respectively. Net cash used in operations was $500,714 for
the three months ended December 31, 2004, compared to cash used of $318,510 for
the comparable period in the prior fiscal year.

During the three months ended December 31, 2004, the Company, with its
subsidiaries, raised $489,223 through the issuance of common stock. As of
December 31, 2004, the Company has negative working capital of $1,571,317 as
compared to negative working capital of $1,609,689 as of December 31, 2003. The
Company will need to continue to raise funds by various financing methods such
as private placements to maintain its operations until such time as cash
generated by operations is sufficient to meet its operating and capital
requirements.

Of the $1,699,512 in accounts payable and accrued expenses, approximately
$450,000 is over 6 months past due. There is a possibility that trade vendors
may file lawsuits for non-payment. If such lawsuits are filed, management
resources and funds would be diverted from operating activities.

Since September 1998, the Company has raised approximately $20,400,000
principally through private placements of equity securities and debt. There can
be no assurance that the Company will be able to raise sufficient capital to
continue as a going concern.

The Company believes that it may generate sufficient cash to continue its
operations through September 30, 2005, and anticipates that cash generated from
planned private placements and projected revenues for consulting and during the
next three quarters of fiscal 2005 will enable it to fulfill cash needs through
fiscal 2005 operations.

Although financing efforts are continuing, there can be no assurance that
additional private or public financing, including debt or equity financing, will
be available as needed, or, if available, on terms favorable to the Company. Any
additional equity financing may be dilutive to shareholders and such additional
equity securities may have rights, preferences or privileges that are senior to
those of the Company's existing common or preferred stock. Furthermore, debt
financing, if available, may require payment of interest and may involve


                                       13

<PAGE>

restrictive covenants that could impose limitations on the operating flexibility
of the Company. The failure of the Company to successfully obtain additional
future funding may jeopardize the Company's ability to continue its business and
operations.

The effect of inflation on the Company's revenue and operating results was not
significant. The Company's operations are located in North America and there are
no seasonal aspects that would have a material effect on the Company's financial
condition or results of operations.

The Company's independent certified public accountant has stated in their report
included in the Company's September 30, 2003 Form 10-KSB, that the Company is
having difficulties generating sufficient cash flows to meet its obligations and
that the Company is dependent upon management's ability to develop profitable
operations. These factors among others may raise substantial doubt about the
Company's ability to continue as a going concern.

RISKS AND UNCERTAINTIES

For the three months ended December 31, 2004, the Company has generated revenues
of $164,081. During this same period, the Company incurred a net loss of
$614,535 and had negative cash flows from operations of $500,714. As of December
31, 2004, the Company has an accumulated deficit of $25,453,218.

The Company is currently developing business opportunities and operations
through its wholly-owned subsidiary, Sub-Surface Waste Management (SSWM) and its
50% owned subsidiary World Wide Water Systems, Inc ("WWSI"). SSWM conentrates on
worldwide soil and groundwater cleanup opportunities. SSWM is currently
field-testing applications in several key markets. There can be no guarantee
that such markets will provide profitable results in the future.

To date, the Company has relied on private placements of equity and debt to fund
its operating and capital requirements. The Company is planning on raising
additional capital through the issuance of stock in private placements or a
public offering. There can be no assurance that such additional equity financing
will be available on terms acceptable to the Company, if at all or that such
business opportunities will occur as planned, if at all. Based upon the current
financial condition of the Company, additional capital will be required in order
for the Company to continue its ongoing operations. These matters raise
substantial doubt about the Company's ability to continue as a going concern.

ITEM 3. CONTROLS AND PROCEDURES

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

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


                                       14




<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None

ITEM 2. CHANGES IN UNREGISTERED SECURITIES AND USE OF PROCEEDS.

We have sold or issued the following securities not registered under the
Securities Act by reason of the exemption afforded under Section 4(2) of the
Securities Act of 1933, during the fiscal quarter ending on December 31, 2004.
Except as stated below, no underwriting discounts or commissions were payable
with respect to any of the following transactions

During the three months ended December 31, 2004, the Company issued an aggregate
of 580,880 shares of restricted common stock as compensation to consultants in
exchange for a total of $11,000 of services and expenses incurred. These shares
were valued at a weighted average of $0.018 per share which represents the fair
value of the services received which did not differ materially from the value of
the stock issued.

During the three months ended December 31, 2004, the Company issued an aggregate
of 375,000 shares of restricted common stock as compensation $7,500 of services
rendered. These shares were valued at a weighted average of $0.02 per share
which represents the fair value of the services received which did not differ
materially from the value of the stock issued.

(c) The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended December 31, 2004 of equity
securities that are registered by us pursuant to Section 12 of the Securities
Exchange Act of 1934:

<TABLE>
                               ISSUER PURCHASES OF EQUITY SECURITIES

Period              (a)                (b)               (c)                     (d)
              Total Number of     Average Price    Total Number of       Maximum Number (or
                 Shares (or      Paid per Share       Shares (or      Approximate Dollar Value)
                   Units)           (or Unit)           Units)        of Shares (or Units) that
                 Purchased)                          Purchased as    May Yet Be Purchased Under
                                                       Part of        the Plans or Programs (1)
                                                       Publicly
                                                   Announced Plans
                                                   or Programs (1)
<S>                 <C>               <C>                 <C>                    <C>

10/01/04-
10/31/04            0                 $0                  0                      0

11/01/04-
11/30/04            0                 $0                  0                      0

12/01/04-
12/31/04            0                 $0                  0                      0
</TABLE>

(1) We have not entered into any plans or programs under which we may repurchase
its common stock.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None

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

     None

                                       15


<PAGE>

ITEM 5. OTHER INFORMATION.

     Subsequent events:

Promissory Note
---------------

On August 4, 2004, SSWM borrowed $200,000 capital under a convertible promissory
note with Fusion Capital. The interest rate is 10% per annum with a maturity
date of January 31, 2005. The holder of this note has the right, at its option,
to convert the principal plus accrued interest into common stock of the Company
at a conversion price equal to $0.25 per share for any conversion occurring on
or prior to the maturity date, or at a price equal to the lesser of (i) 50% of
the average of the three lowest closing sale prices of the common shares during
the twelve trading days prior to the submission of a conversion notice or (ii)
$0.25 per share, for any conversion occurring after the maturity date. In an
event of default, the interest rate shall be increased to 15 per annum. As of
yet, the holder has not exercises their option to convert this note into common
stock.

The holder of the note also received a warrant to purchase 250,000 shares of the
Company's common stock for a period of 5 years at a price of $0.275 per share.
The warrant has a provision for cashless exercise.

ITEM 6. EXHIBITS

(a)    Exhibits.

       3.1    Articles of Incorporation, as amended.

       3.2    Bylaws, as amended.

       10.1   Lease Agreement, dated as of July 14, 1998, by and among the
              Company and each of Ridgecrest Properties, R and B Properties and
              Hindry West Development.(1)

       10.2   Employment Agreement, effective as of October 1, 1998, between
              Robert C. Brehm and the Registrant.(1)


                                       15


<PAGE>

       10.3   Employment Agreement, effective as of October 1, 1998, between
              Mery C. Robinson and the Registrant.(1)

       10.4   Stock for Stock Acquisition Agreement, effective as of August 31,
              1997, among XyclonyX, Mery C. Robinson and the Registrant.(1)

       10.5   Technology License Agreement, effective as of March 1, 1998,
              between XyclonyX and West Coast Fermentation Center.(1)

       10.6   Technology License Agreement, effective as of March 1, 1998,
              between XyclonyX and Sub-Surface Waste Management, Inc. (1)

       10.7   Technology License Agreement, effective as of August 21, 1997,
              among XyclonyX and Mery C. Robinson, Dominic J. Colasito and Alvin
              J. Smith. (1)

       10.8   Technology License Agreement, effective as of March 1, 1998,
              between XyclonyX and Bio-Con Microbes, Inc.(1)

       10.9   Technology License Agreement, effective as of March 1, 1998,
              between XyclonyX and Sol-Tech Corporation.(1)

       10.10  Product Line License Agreement effective May 24, 1999, between
              Sub-Surface Waste Management, Inc. and Builders Referral, Inc.(2)

       21     Subsidiaries of the Registrant.(1)

       31.1   Certification of Robert C. Brehm pursuant to 18 U.S.C. Section
              1350, as adopted to section 302 of the Sarbanes-Oxley Act of 2002.

       31.2   Certification of Conrad Nagel pursuant to 18 U.S.C. Section 1350,
              as adopted to section 302 of the Sarbanes-Oxley Act of 2002.

       32.1   Certification of Robert C. Brehm pursuant to 18 U.S.C. Section
              1350, as adopted to section 906 of the Sarbanes-Oxley Act of 2002.

       32.2   Certification of Conrad Nagel pursuant to 18 U.S.C. Section 1350,
              as adopted to section 906 of the Sarbanes-Oxley Act of 2002.

-----------------
(1)  Previously filed as an exhibit to our report on Form 10-KSB filed with the
     SEC on February 8, 1999, and incorporated herein by this reference.
(2)  Previously filed as an exhibit to our report on Form 10-QSB filed with the
     SEC on August 16, 1999, and incorporated herein by this reference.


                                       16




<PAGE>

                                   SIGNATURES

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

                                           U.S. MICROBICS, INC.

Date: March 23, 2005                       By: /s/ Robert C. Brehm
                                               ---------------------------------
                                           Robert C. Brehm, President and Chief
                                           Executive Officer

Date: March 23, 2005                       By: /s/ Conrad Nagel
                                               ---------------------------------
                                           Conrad Nagel, Chief Financial Officer


                                       17