FORM 10-QSB/A - Quarterly Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


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

                                  FORM 10-QSB/A
                                  Amendment #1

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934.

                      For the period ended: March 31, 2005
                                            --------------

                                       or

[]   Transition Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934.

           For the transition period from ____________ to ____________



                        Commission File Number 33-16820-D
                                               -----------


                             ARETE INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      For the transition period from _______________ to ________________


                        Commission File Number 33-16820-D
                                               ----------


                             ARETE INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                   Colorado                                84-1508638
       ------------------------------                   ----------------
       State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization                    Identification No.)


                 7102 La Vista Place, Suite 100, Niwot, CO 80503
                 -----------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (303) 652-3113
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
                  ---------------------------------------------
             (Former       name, former address and former fiscal year, if
                           changed since last report.)

<PAGE>



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.

                                                   [ X ] Yes [ ] No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                                    [ ] Yes [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 11, 2005, Registrant had 223,978,438 shares of common stock, No par
value, outstanding.



<PAGE>

                                EXPLANATORY NOTE

      The following is Amendment No. 1 to the Quarterly Report on Form 10-QSB
for the three months ended March 31, 2004 and 2005 (the "Form 10-QSB") of ARETE
INDUSTRIES, INC. This Amendment No. 1 is being filed to reflect certain
restatements of the Company's consolidated financial statements for the periods
ended March 31, 2004 and 2005 (see Note 1 of Notes to Consolidated Financial
Statements), the auditor's and to revise certain disclosures and presentations
in other parts of the Form 10-QSB to be consistent with the restated
consolidated financial statements. This Amendment amends and supplements Item 3
of Part I. All other statements and provisions in the Form 10-QSB have not been
updated and remain unchanged.

<PAGE>

                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES


                                      INDEX


                                                                        Page No.
                                                                        --------

Consolidated Financial Statements:

Index to Consolidated Financial Statements                                  1

Consolidated Balance Sheet at December 31, 2004
and March 31, 2005 (unaudited)                                              2

Consolidated Statements of Operations for the Three
Months Ended March 31, 2004 and 2005 (unaudited)                            3

Consolidated Statement of Stockholders' Deficit for
the Three Months Ended March 31, 2005 (unaudited)                           4

Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2004 and 2005 (unaudited)                            5

Notes to Unaudited Consolidated Financial Statements
at March 31, 2005                                                           7

Item 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations                                        12

Part II - Other Information                                                17

Signatures                                                                 18

<PAGE>

<TABLE>
                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
                           CONSOLIDATED BALANCE SHEET
                      December 31, 2004 and March 31, 2005
                                   (Unaudited)
<CAPTION>

                                     ASSETS


                                                                                   2004           2005
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
Current assets:
    Cash and cash equivalents                                                 $        121    $        881
    Prepaid expenses                                                                 3,000          51,000
                                                                              ------------    ------------

      Total current assets                                                           3,121          51,881

Furniture and equipment, at cost net of accumulated
    depreciation of $15,704 (2004) and $16,296 (2005)                                3,969           3,377
                                                                              ------------    ------------

                                                                              $      7,090    $     55,258
                                                                              ============    ============

                                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable (Note 2)                                                 $    262,019    $    269,815
    Accrued expenses                                                               368,508         368,908
    Accrued payroll taxes (Note 2)                                                 289,363         289,363
    Settlement due                                                                  18,650          18,650
    Notes payable - related parties                                                  3,437          61,187
                                                                              ------------    ------------
      Total current liabilities                                                    941,977       1,007,923

Commitments and contingencies (Notes 1, and 2)

Stockholders' deficit (Notes 5 and 6):
    Common stock, no par value; 499,000,000 shares
      authorized, 183,045,768 (2004) and 201,740,632 (2005)
      shares issued and outstanding                                             11,811,498      11,904,440
    Accumulated deficit (including $1,484,344 accumulated
      during the development stage)                                            (12,523,565)    (12,634,285)
    Notes receivable from sale of stock                                           (222,820)       (222,820)
                                                                              ------------    ------------

      Total stockholders' deficit                                                 (934,887)       (952,665)
                                                                              ------------    ------------

                                                                              $      7,090    $     55,258
                                                                              ============    ============
</TABLE>
                             See accompanying notes

                                        2
<PAGE>

<TABLE>
                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
                      CONSOLIDATED STATEMENT OF OPERATIONS For the three months
               ended March 31, 2004 and 2005
              and from inception (August 1, 2003 to March 31, 2005)
                                   (unaudited)
<CAPTION>


                                                                                                 Inception to
                                                                  2004              2005        March 31, 2005
                                                              -------------    -------------    -------------
<S>                                                           <C>              <C>              <C>
Operating expenses:
   Depreciation                                               $         372    $         592    $       3,168
   Rent                                                               3,125            3,170           25,748
   Other operating expenses                                         531,976          106,271        1,487,411
                                                              -------------    -------------    -------------
     Total operating expenses                                       535,473          110,033        1,516,327
                                                              -------------    -------------    -------------

      Total operating loss                                         (535,473)        (110,033)      (1,516,327)

Other income (expense):
   Loss on Sale of Investments                                         --               --            (10,502)
   Interest expense                                                  (4,192)            (687)         (37,098)
   Interest and miscellaneous income                                  3,282             --             13,129
                                                              -------------    -------------    -------------

     Total other income (expense)                                      (910)            (687)         (34,471)
                                                              -------------    -------------    -------------

Net loss from continuing operations                                (536,383)        (110,720)      (1,550,798)

Extingusihment of Debt (Note 2)                                      31,167             --             54,054
                                                              -------------    -------------    -------------

Net loss (Note 3)                                             $    (505,216)   $    (110,720)   $  (1,496,744)
                                                              =============    =============    =============

Basic and diluted loss per share from continuing operations   $       (0.01)             $ *    $       (0.01)
                                                              =============    =============    =============

Basic and diluted loss per share                                        $ *              $ *    $       (0.01)
                                                              =============    =============    =============

Weighted average common shares outstanding                      103,400,000      190,600,000      140,000,000
                                                              =============    =============    =============
</TABLE>

* Less than $.01 per share


                             See accompanying notes

                                        3
<PAGE>

<TABLE>
                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                    For the three months ended March 31, 2005
                                   (Unaudited)
<CAPTION>

                                                          Common stock           Accumulated
                                                      Shares         Amount        deficit
                                                   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>
Balance, December 31, 2004                          183,045,768   $ 11,811,498   $(12,523,565)

    Exercise of stock options (Note 5)                1,000,000          6,000           --

    Issuance of common stock to employees
      and consultants for services (Note 5)          16,724,864         81,592           --

    Purchase of stock by directors in connection        970,000          5,350
      with granted purchase rights                         --


    Net loss for the three months ended
      March 31, 2005                                       --             --         (110,720)
                                                   ------------   ------------   ------------

Balance, March 31, 2005                             201,740,632   $ 11,904,440   $(12,634,285)
                                                   ============   ============   ============
</TABLE>


                             See accompanying notes

                                        4
<PAGE>

<TABLE>
                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               For the three months ended March 31, 2004 and 2005
              and from inception (August 1, 2003 to March 31, 2005)
                                   (Unaudited)
<CAPTION>

                                                          As restated                   As restated
                                                           (note 1)                    Inception to
                                                             2004            2005      March 31, 2005
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                               $  (505,216)   $  (110,720)   $(1,496,744)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization                              372            592          3,168
       Stock  and options issued for services,
         accounts payable, and interest on notes              751,060         81,592      1,515,934
       Changes in assets and liabilities:
         Interest receivable                                   (3,283)          --           44,325
         Inventory                                               --             --           25,243
         Prepaid expenses                                        --          (48,000)       (51,000)
         Accounts payable                                     (44,623)         7,796        (45,455)
         Accrued expenses                                    (228,430)           400       (207,990)
                                                          -----------    -----------    -----------
           Total adjustments                                  475,096         42,380      1,284,225
                                                          -----------    -----------    -----------

       Net cash used in operating activities                 ( 30,120)       (68,340)      (212,519)
                                                          -----------    -----------    -----------
Cash flows from investing activities:
   Purchase of property and equipment                          (5,071)          --           (5,072)
   Purchase of Stock Investments                              (55,268)          --             --
                                                          -----------    -----------    -----------

       Net cash provided (used) by investing activities       (60,339)          --           (5,072)
                                                          -----------    -----------    -----------
Cash flows from financing activities:
   Proceeds from issuance of preferred stock                     --             --            6,713
   Proceeds from issuance of common stock                        --            5,350         15,350
   Proceeds from exercise of stock options                     71,000          6,000        131,250
   Note Receivable from sale of stock                          15,000           --           16,000
   Payment of note payable - related parties                  (11,573)        57,750         49,041
                                                          -----------    -----------    -----------

     Net cash provided by financing activities                 74,427         69,100        218,354
                                                          -----------    -----------    -----------

Net increase in cash and cash equivalents                     (16,032)           760            763
Cash and cash equivalents at beginning of period               25,345            121            118
                                                          -----------    -----------    -----------

Cash and cash equivalents at end of period                $     9,313    $       881    $       881
                                                          ===========    ===========    ===========
</TABLE>
                             See accompanying notes

                                        5
<PAGE>

<TABLE>
                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
                         CONSOLIDATED STATEMENT OF CASH
            FLOWS For the three months ended March 31, 2004 and 2005
              and from inception (August 1, 2003 to March 31, 2005)
                                   (Unaudited)
<CAPTION>

                         (Continued from preceding page)

                                                                                       Inception to
Supplemental disclosure of cash flow information:             2004           2005     March 31, 2005
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
    Interest paid during the period                       $      --      $      --      $      --
                                                          ===========    ===========    ===========
    Income taxes paid during the period                   $      --      $      --      $      --
                                                          ===========    ===========    ===========
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:

During the quarter ended March 31, 2004, 4,050 shares of Series 2 preferred
stock were used to exercise common stock options for the purchase of 4,050,000
common shares and 16,001 shares of Series 1 preferred stock were used to
exercise common stock options for the purchase of 8,000,700 common shares. In
addition wages to officers and directors and fees to consultants of $496,562
were paid by the issuance of common stock and the value assigned to stock
options issued was $22,248.

During the quarter ended March 31, 2004, 25,000,000 shares were issued to a
director as payment of accrued wages for $232,250, repurchase of a future
interest in stock distributions for $75,000, and payment for services for
$172,750.

During the quarter ended March 31, 2005 wages to oficers and directors and fees
to consultants of $81,592 were paid by the issuance of common stock.

                                        6
<PAGE>

                     ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005


1. Summary of significant accounting policies

     Basis of presentation:

     The accompanying financial statements have been prepared by the Company,
     without audit. In the opinion of management, the accompanying unaudited
     financial statements contain all adjustments (consisting of only normal
     recurring accruals) necessary for a fair presentation of the financial
     position as of December 31, 2004 and March 31, 2005, and the results of
     operations and cash flows for the periods ended March 31, 2004 and 2005.
     The Company is currently considered to be in the development stage as more
     fully defined in Financial Accounting Standards Board Statement No. 7. The
     Company has not generated any revenues from its activities in the oil and
     gas business.

     The Company formed Global Direct Marketing Services in October 1998 as an
     operating subsidiary for its then ongoing operations as a direct mail
     cooperative coupon advertising business. Certain assets and liabilities of
     Arete were contributed to Global. The consolidated financial statements of
     the Company include the accounts of Arete for the entire period, the
     accounts of Global since inception, and Aggression Sports, Inc., a majority
     owned subsidiary, now inactive, since October 1, 2001. All intercompany
     accounts have been eliminated in the consolidation. All operations prior to
     August 1, 2003 have been reclassified as discontinued.

     Since August 1, 2003, the Company's financial statements have been prepared
     on the basis of the Company being a development stage entity, having
     discontinued several unsuccessful ventures including cessation of
     operations of its subsidiary, Aggression Sports, Inc., having discontinued
     operations as a business development company focused on developing certain
     bond and other funding vehicles for growth stage companies, and having
     embarked on an entirely new business of developing opportunities in the
     traditional and alternative and renewable energy sectors, and which
     contemplates the formation of capital and management resources to pursue
     development of new business opportunities. The recast of the Company as
     development stage is intended to more correctly and accurately reflect the
     current status of the Company and to properly record results of operations
     and changes in financial condition as it pursues its new business plan. As
     shown in the accompanying financial statements, the Company has recast its
     financial statements to reflect this divergence from its past business
     endeavors including losses from write down of assets and valuation of
     assets held for disposal from discontinued operations. (See:
     Note 4 - Discontinued Operations)

     The Company has incurred significant losses and at March 31, 2005, the
     Company has a working capital deficit of $ 956,042 and a stockholders'
     deficit of $ 952,665. In addition, the Company is delinquent on payment of
     payroll taxes and creditor liabilities. As a result, substantial doubt
     exists about the Company's ability to continue to fund future operations
     using its existing resources.

     As a development stage company, the Company continues to rely on infusions
     of debt and equity capital to fund operations. The Company relies
     principally on cash infusions from its directors and affiliates, deferred
     compensation and expenses from the executive officers, and paid a
     significant amount of personal services, salaries and incentives in the
     form of common stock and common stock options.

                                       7
<PAGE>

                    ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005



1. Summary of significant accounting policies (Continued)

     Restatement of Cash Flow Statements:

     The Cash flow statements were restated to make the presentation of the cash
     flow statement consistent with prior periods. The cash statement was
     changed to include the amounts paid for all stock and stock options issued
     for services, accounts payable and interest payable on notes on one line in
     the cash used from operating activities for a total of $751,060 for the
     three months ended March 31, 2004 and $ 1,515,934 from inception to March
     31, 2005. The amount of $81,592 for the three months ended, March 31, 2005
     remained unchanged. The net cash used in operating activities for the three
     months ended, March 31, 2004 was changed to $30,120 from 262,370 and the
     cash used from operating activities from inception to March 31, 2005 was
     changed to $212,519 from $444,769. The net cash flow provided by financing
     activities was changed to $74,427 from $306,677 for the three months ended,
     March 31, 2004 and the net cash flow provided by financing activities was
     changed to $218,354 from $450,604 for the period inception to March 31,
     2005. The net cash flow provide by financing activities remained unchanged
     for the three months ended, March 31, 2005.

2. Delinquent amounts payable

     As of March 31, 2005, the Company is delinquent on payments of various
     amounts to creditors including payroll taxes. Failure to pay these
     liabilities could result in liens being filed on the Company's assets and
     may result in assets being attached by creditors resulting in the Company's
     inability to continue operations.

3.   Income taxes

     The book to tax temporary differences resulting in deferred tax assets and
     liabilities are primarily net operating loss carryforwards of $ 5,767,000
     which expire in years through 2024.

     100% valuation allowance has been established against the deferred tax
     assets, as utilization of the loss carryforwards and realization of other
     deferred tax assets cannot be reasonably assured.

     The Company's net operating losses are restricted as to the amount which
may be utilized in any one year.

                                       8
<PAGE>
                    ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005


4.   Discontinued Operations

     The Company's decision to pursue projects and investments in traditional
     oil and gas as well as the `New' alternative and renewable Energy business
     is an entirely new business direction that required that it take the
     decisive step to formally discontinue its former operations beginning
     August 1, 2003. This decision is reflected by a change in the presentation
     of the Company's financial statements to segregate discontinued operating
     results in previous periods from continuing operations going forward. There
     is no effect in the current three month period of this reclassification.
     During March 2000, the Company abandoned the direct mail and coupon
     business. At March 31, 2005, the remaining liabilities of this division
     were $58,230 in unpaid payroll taxes. As of the year ended December 31,
     2004, and the quarter ended March 31, 2005, $54,054 and $ 0 respectively,
     of debt were reclassified as extinguished. During 2003, the Company
     abandoned the development of Aggression Sports Inc., a subsidiary. At March
     31, 2005, the remaining liabilities of this division were $91,077 in trade
     payables and $79,351 in unpaid payroll taxes. During the current quarter,
     the company resolved to dissolve its two subsidiaries and has initiated
     procedures to close out all inter-company accounts and consolidating
     accounts related to these subsidiaries.

5. Stock transactions

     During the quarter ended March 31, 2005, the Company issued a total of
     16,724,864 common shares for compensation of officers, directors and
     consultants, valued at an aggregate of $81,592, and issued 1,970,000 shares
     on exercise of compensatory stock options and compensatory stock purchase
     rights for proceeds to the Company of $11,350. Also, the Company made new
     grants of stock options of 2,500,000 common shares to the directors
     exercisable at $0.008 per share for up to $20,000.

                                       9
<PAGE>

                    ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005


5. Stock transactions (continued)

     On March, 16, 2005, the Company and the CEO agreed to settle all consulting
     services accrued through March 30, 2005 with a Convertible Promissory Note
     for $60,000 with 8% interest from March 30, 2005 due on demand after July
     1, 2005. The Promissory Note converts into 10,000,000 registered common
     shares at $0.006 per common share. In addition, in consideration for the
     payment of 10,000,000 registered common shares valued at $48,000,
     representing compensation through June 30, 2005, the CEO agreed to
     terminate his consulting agreement and negotiate quarterly compensation
     with the compensation committee of the board each quarter commencing July
     1, 2005.

     Also, during the first quarter of 2005, 1,000,000 stock options granted to
     the CEO in prior periods expired, and 2,000,000 stock options granted to a
     consultant also expired.

     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards No. 123, Accounting for Stock-Based
     Compensation. Accordingly, no compensation cost has been recognized for the
     stock option plans. Had compensation costs for the Company's stock option
     plans been determined based on the fair value at the grant date for awards
     during the quarter ended March 31, 2005 in accordance with the provisions
     of SFAS No. 123, the Company's net loss and loss per share would have been
     increased to the pro forma amounts indicated below:

                                               2004          2005
                                            ----------    ----------

        Net loss - as reported               $(505,216)   $(110,720)
        Net loss - pro forma                  (505,216)    (121,250)
        Loss per share - as reported            *             *
        Loss per share - pro forma              *             *

     * - Less than $0.01 per share

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes option-pricing model with the following weighted-average
     assumptions used for grants in 2004 and 2005, dividend yield of 0%;
     expected volatility of 100%, risk-free interest rate of 1.45% to 1.75%; and
     expected life of .5 to 2 years.

                                       10
<PAGE>

                    ARETE INDUSTRIES, INC. AND SUBSIDIARIES
                          (A Development Stage Entity)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005



6.   Subsequent Events

     Following the first quarter ended March 31, 2005, the Company issued total
     compensation to certain directors and consultants of 13,943,571 registered
     common shares valued at $55,390, and received an aggregate of $34,577 on
     exercise of common stock options and special stock purchase rights for a
     total of 8,294,235 registered common shares. Additionally, the company
     granted compensation stock options to directors and officers of 7,500,000,
     expiring 2 years from the date of grant, exercisable at $0.004 per share
     for an aggregate of $30,000, of which 7,000,000 were exercised in the same
     period, and 3,000,000 stock options to three directors, expiring 1 year
     from the date of grant exercisable at $0.0035 per share for an aggregate of
     $10,500.

     During the fourth quarter of fiscal year ended December 31, 2004, the
     Company formed a new subsidiary to pursue acquisitions of producing oil and
     gas properties that were presented by one of the Company's directors. In
     the first quarter of 2005, the Company began pursuing acquisition of a
     specific property for this subsidiary and authorized three of its directors
     to become officers and directors of the new subsidiary company to begin due
     diligence and negotiations for acquisition of this prospect. Should this
     prospect prove viable after full investigation, it is the Company's intent
     to complete capitalization of the subsidiary and upon completion of an
     acquisition, of which there is no assurance, the Company intends to
     dividend a portion of its equity ownership in the subsidiary to the
     Company's shareholders.

     In April, 2005, the Company granted two directors stock compensation in the
     amount of 2,500,000 common shares each as well as stock options to purchase
     2,500,000 shares of common stock for $0.004 per share for their services in
     bringing this prospect into the Company and completing the deal. On May 4,
     2005, the Company's subsidiary, issued a total of 700,000 shares of its
     common stock as founders shares of which 550,000 shares were issued to the
     Company, or 78.6% and 150,000 common shares, or 21.4% of the total amount
     issued, were issued in equal portions to each of the subsidiary's three
     directors (who are also directors of the Company.)

     As of the date of this report, the Company's subsidiary has not signed a
     definitive purchase agreement nor has obtained any firm commitment for debt
     or equity financing to pay the purchase price, although management believes
     that execution of a definitive purchase agreement is immanent. Even if a
     definitive purchase agreement is signed, the subsidiary must successfully
     raise an amount of debt and equity capital to acquire the prospect, which
     is subject to a rigorous time line, and there remain other components of
     the deal to be completed prior to the anticipated closing date, therefore
     there can be no assurances that this deal will be completed within the
     anticipated time line of on or about June 1, 2005, during any extension
     thereof or, if at all.


                                       11
<PAGE>


Item 2-Management's Discussion and Analysis/Plan of Operation

Critical accounting policies

The Company has identified the accounting policies described below as critical
to its business operations and the understanding of the Company's results of
operations. The impact and any associated risks related to these policies on the
Company's business operations is discussed throughout this section where such
policies affect the Company's reported and expected financial results. The
preparation of this Report requires the Company to make estimates and
assumptions that affect the reported amount of assets and liabilities of the
Company, revenues and expenses of the Company during the reporting period and
contingent assets and liabilities as of the date of the Company's financial
statements. There can be no assurance that the actual results will not differ
from those estimates.

Stock issuances:

The Company has relied upon the issuance of shares of its common and preferred
stock, and options to purchase its common stock and preferred stock to fund much
of the Company's operations. The following describes the methods used to record
various stock related transactions.

Stock issued for services is valued at the market price of the Company's stock
at the date of grant.

Compensation related to the issuance of stock options to employees and directors
is recorded at the intrinsic value of the options, which is the market price of
the Company's common stock less the exercise price of the option at the
measurement date. The Company's common stock issued to consultants is recorded
at the market price of the Company's common stock at the measurement date. The
Company's common stock options issued to consultants are recorded at the fair
value of the Company's options computed using the Black-Scholes Model.

Plan of Operation.

In the third quarter of 2003 we discontinued our previous business development
activities to focus on traditional and alternative energy. As a result, we
entered the development stage. This required us to recast our former operations
as discontinued, write down certain fixed assets and inventory from discontinued
operations, and, as well, recast operating results into discontinued operations
and continuing operations, respectively, beginning August 1, 2003 and continuing
through the current period. As a result, operating results, including losses,
expenses and revenues attributed to discontinued operations are stated
separately from these same items from continuing operations. Therefore, since
the current and past business operations relate to entirely different
businesses, the financial statements now provide two separate comparisons of the
current and comparable prior period for continuing operations, and the same for
discontinued operations. (See: Note 4 - Financial Statements).


                                       12
<PAGE>


During the Third Quarter of 2003, we began to pursue acquiring direct
participations in traditional oil and gas projects as well as sponsoring and
financing alternative and renewable energy projects. This included pursuing
lower-risk projects involving overlooked and by-passed reserves of domestic oil
and gas, and seeking funding through professional equity funds looking
specifically for such opportunities. Since inception of our new development
stage, we have reviewed numerous prospects and pursued funding and acquisition
efforts for two specific deals through an oil and gas investment banking
consultant which we contracted in June of 2004. Ultimately, the first deal was
terminated without cause by the seller of that project in April of 2004, and
after significant evaluation and due diligence on our part, the second group of
prospects initiated in May of 2004 did not qualify for financing, and in the
first quarter of 2005, we terminated our negotiations with the seller group for
this prospect. In the current period, we decided to pursue a much smaller and
ostensibly easier prospect to acquire and fund which included a number of
producing shallow wells in Colorado with several potential re-entry and in-field
development wells for total cost of under $3 Million. That deal is currently
being pursued through a new subsidiary of the Company that will be operated by
three of our outside directors. We believe that this prospect can be purchased
partially with debt against its existing production, and with one or more
tranches of equity funding for the balance of the purchase price and drilling
and completion costs for the new and re-entry wells. If successful, this
prospect will cover operating costs of a small operation and possibly additional
investment capital for new prospects. Additionally, the CEO intends to continue
to seek out oil and gas re-work and re-entry prospects through a second
subsidiary company, looking to acquire funding through our investment banking
consultant's contacts and/or private investors through a private placement
through a joint venture or limited liability entity.

We have encountered numerous challenges to date ranging from competition for
prospects from parties with better staffing, track records and financing to the
extraordinary costs and time involved in developing and validating data about
prospective acquisition targets. The costs and time involved in pursuing this
business plan are substantial and are compounded by our lack of qualified
personnel, and the expense involved in maintaining the Company's compliance
responsibilities under the federal securities laws. We have decided to address
these challenges by pursuing different acquisition and financing strategies
through separate corporate subsidiaries in order to attract different oil and
gas prospects and funding sources. Therefore, until the Company has achieved
capital and revenue sufficient to purchase or option these prospects, it cannot
be assumed that if the Company locates a viable candidate for acquisition, that
it will be able to raise capital to make the acquisition, or for that matter
will be able to control the prospect for sufficient time to complete the
financing application process.

Due to the fact that the Company presently relies exclusively upon contributions
of time and operating cash from its directors and officers to pursue its
business plan, this has been increasingly taxing on these individuals, and has
resulted in substantial dilution to the Company's shareholders. It has become
the chief priority of management to achieve cash flow sufficient to cover our
overhead as soon as possible, which is largely the motivation to pursue a much
smaller initial project, through this new subsidiary, as described above. If we
are successful in the first and subsequent acquisitions through this or any
further subsidiary we form to acquire deals made through the efforts of our CEO,
directors or others, we intend to give our shareholders a direct interest in
these ventures through a registered dividend spin-off transaction designed to
allow these subsidiaries to pursue different ventures independently of the
company.


                                       13
<PAGE>


We continue our efforts to compromise or resolve outstanding obligations
including accrued employee compensation, withholding and other taxes, operating
and trade payables of the Company and its former subsidiary operations.

While we are very optimistic about our progress in developing these projects and
confident in our overall approach to entering the oil and gas business, no
assurances can be made that the current projects will result in any significant
revenue for operations in the immediate future.

Financial Condition

In prior periods, we wrote off Aggression Sports, Inc.'s fixed assets and
inventory and molds held for disposal from discontinued. Additionally, we
continue to reduce certain amounts payable from discontinued operations as
extinguishment of debt, through the passage of statutes of limitation. We expect
future write-downs and reclassifications from discontinued operations and
extinguishment of debt to be nominal and incremental in nature.

As of the end of the quarter ended March 31, 2005, the Company had $55,258 in
total assets. This compares to total assets of $7,090 as of the fiscal year
ended December 31, 2004. Total liabilities were $1,007,923 as of March 31, 2005
compared to $941,977 as of the fiscal year ended December 31, 2004. Accounts
payable and accrued expenses at March 31, 2005 were $928,086 as compared to
$919,890 at December 31, 2004. During the quarter ended March 31, 2005, total
liabilities were increased by $65,946. Operating losses from continuing
operations were $110,720, contributing to the accumulated deficit as of March
31, 2005 of $12,634,285, as compared to an accumulated deficit as of December
31, 2004 of $12,523,565. (See: Note 1 to Financial Statements.)

The Company's subsidiary, Global Direct Marketing Services, Inc., which is now
inactive, has left an obligation of $58,230 in unpaid payroll taxes. During
2003, the Company abandoned the development of the Aggression Sports, Inc.
subsidiary. At March 31, 2005, the remaining liabilities of this subsidiary were
$91,077 in trade payables and $79,351 in unpaid payroll taxes. As of March 31,
2005, the consolidated entity owes $289,363 in unpaid payroll taxes of which
$151,782 applies specifically to the parent company for periods through the
fourth quarter of 2001. (See:
Notes 1 and 2 to Financial Statements.)

During the quarter ended March 31, 2005, the Company continued to rely upon
infusions of cash from exercise of stock options by officers, directors and
consultants, and upon payment of compensation to officers, directors and
consultants in the form of common stock and common stock options. During the
quarter ended March 31, 2005, the Company paid $70,100 in compensation to
officers and directors, paid $10,492 to consultants and professionals with
16,724,864 shares of common stock.


                                       14
<PAGE>


As of March 31, 2005, executive salaries and bonuses of $286,624 were accrued
and unpaid, and the Company had $218,820 in notes receivable for stock sales
from former management members together with a note receivable for exercise of a
stock option of $4,000 from a third party for a total of $222,820.

Results of operations

As stated above, the Company discontinued former operations and set about
pursuing a new business plan in the energy industry as a development stage
entity and reported results of continuing operations and of discontinued
operations separately for the current period and the comparable period of fiscal
2004.

The Company had no revenues from operations during the quarter ended March 31,
2005, and no revenues during the comparable period ended March 31, 2004. Net
loss from continuing operations for the quarter ended March 31, 2005 was
$110,720 as compared to a net loss from continuing operations of $536,383 for
the quarter ended March 31, 2004. The net loss during the quarter ended March
31, 2004 was offset by $31,167 in extinguishment of debt resulting in an
aggregate loss of $505,216. The net loss for the quarter ended March 31, 2005
was $110,720 as compared to a net loss for the comparable period in fiscal year
2004 of $505,216.

The Company occupies an executive suite on a month to month basis for monthly
rent of $1,000 per month. The Company rents space for file storage, furniture
and excess equipment as well as its Arete Outdoors inventory for $125 per month.

As stated above, we will continue to operate the Company on an austere program
of minimum overhead, while utilizing skills of its board members, independent
contractors as administrative staff and individual independent contractors with
expertise in business development, capital acquisition, corporate visibility,
oil and gas development, geology and operations with the use of our common stock
and common stock options as incentives during the development stage of our new
business model. Further as opportunities for participation in profitable revenue
producing projects come forward, we intend that consultants and advisors will be
offered compensation from revenues or interests, direct participations,
royalties or other incentives from the specific projects to which they
contribute. While reducing the amount of variable costs, there is almost no way
to reduce or offset our fixed expenses related to office expense, legal,
accounting, transfer agent fees, Securities Act reporting, corporate governance,
and shareholder communications. Our future expectation is that monthly operating
expenses will remain as low as possible until new opportunities are initiated,
of which there can be no assurance, in which event, the operating costs of the
Company may increase relative to the need for administrative and executive staff
and overhead to provide support for these new business activities.

Liquidity and Capital Resources

The Company had a working capital deficit as of March 31, 2005 of $956,042. This
compares to a working capital deficit of $938,856 as of December 31, 2004.
During the quarter ended March 31, 2005 an aggregate of 18,594,864 shares of
common stock were issued for aggregate consideration of $92,942 (for an average
of $0.005 per share).


                                       15
<PAGE>


The Company had a stockholder's deficit at March 31, 2005 of $952,665. This is
compared to stockholder's deficit at December 31, 2004 of $934,887. The
stockholder's deficit increased due the Company's operating loss offset by the
payment of services with the issuance of stock and the exercise of stock options
for cash.

At March 31, 2005, the Company had no material commitments for capital
expenditures.

Due to its ongoing liquidity issues, the Company has defaulted on several short
term obligations including for its operating overhead, trade payables, and state
and federal employment taxes, resulting in tax liens being imposed on the
Company's assets, which will have to be resolved with an infusion of new
capital, of which no assurances can be made.

Management believes that the Company will experience significant difficulty
internally raising significant additional equity capital or debt until these
matters have been resolved and the Company has eliminated a substantial amount
of its outstanding debt and/or achieves operating revenue from its proposed oil
and gas operations. The Company looks to earn management fees through its newly
formed subsidiary and revenue from proposed oil and gas development activities
that it can earn-in on successful financing and commencement of operations, of
which there is no assurance.

Unless and until it achieves success in its proposed activities, of which there
is no assurance, the Company may continue to be required to issue further stock
to pay executives, consultants and other employees, which may have a continuing
dilutive effect on other shareholders of the Company. Failure of the Company to
acquire additional capital in the form of either debt or equity capital or
revenue from proposed operations will most likely impair the ability of the
Company to meet its obligations in the near-term.

Item 3. Controls and Procedures
A review and evaluation was performed by the Company's management, including the
Company's CEO and Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of the end
of the period covered by this Quarterly report. Based upon such evaluation, such
officers have concluded that the Company's disclosure controls and procedures
are effective.
There have been no significant changes in the Company's internal controls over
financial reporting that have materially affected, or are reasonably likely to
materially effect, the Company's internal controls over financial reporting.

                                       16
<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

During the Quarter ended March 31, 2005, there were no material pending legal
proceedings initiated by or against the Company or any of its officers,
directors or subsidiaries.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

Exhibit 31.1   Certification of CEO Pursuant to 18 U.S.C, Section 7241, as
               adopted and Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2   Certification of CFO Pursuant to 18 U.S.C, Section 7241, as
               adopted and Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1   Certification of CEO Pursuant to 18 U.S.C, Section 1350, as
               adopted and Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2   Certification of CFO Pursuant to 18 U.S.C, Section 1350, as
               adopted and Section 906 of the Sarbanes-Oxley Act of 2002.
                                       17
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ARETE INDUSTRIES, INC.


Date: November 21, 2005

By:  /s/ Charles Gamber
    -------------------------------------------------
    Charles Gamber, CEO
    Principal Executive Officer

By: /s/ John Herzog
    --------------------------------------------------
    John Herzog, Interim CFO
    Interim Principal Financial and Accounting Officer


                                       18