U.S. SECURITIES AND EXCHANGE COMMISSION  

                               Washington, D.C. 20549 

                                    FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY 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: 000-28083 

                        NEXT GENERATION MEDIA CORP. 
        (Exact name of Company as specified in its charter) 

          Nevada                                  88-0169543
(State or jurisdiction of incorporation    (I.R.S. Employer or 
            organization)                  Identification No.)  
  
          7644 Dynatech Court, Springfield, Virginia 22153
         (Address of principal executive offices)  (Zip Code)

             Company's telephone number: (703) 644-0200 

Indicate by check mark whether the Company (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 Company was required to file such reports), 
and (2) been subject to such filing requirements for the past 90 
days. Yes X  No___ 

As of March 31, 2005, the Company had 10,523,397 shares of common 
stock issued and outstanding.

                           TABLE OF CONTENTS

Part I - Financial Information                                   Page

Item 1

Report of Independent Register Public Accounting Firm

Financial Statements

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of Cash Flows

Notes to Financial Statements

Notes to Financial Statements

Item 2.  Management's Discussion And 
         Analysis Of Financial Condition 
         And Results Of Operations           

Part II - Other Information

Item 1.  Legal Proceedings            

Item 2.  Changes In Securities And Use Of Proceeds

Item 3.  Defaults Upon Senior Securities      

Item 4.  Submission Of Matters To A Vote Of Security Holders

Item 5.  Other Information               

Item 6.  Exhibits And Reports On Form 8-K     

Signature                     


                     Turner, Jones &Associates, P.L.L.C. 
                         Certified Public Accountants 
                      108 Center Street, North, 2ndFloor
                        Vienna, Virginia 22180-5712



          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors and Stockholders of 
Next Generation Media Corporation 
7644 Dynatech Court 
Springfield, VA 22153 

We have reviewed the condensed consolidated balance sheet of Next 
Generation 

Media Corporation and subsidiary as of March 31, 2005, and the 
related condensed consolidated statements of income and cash flows for the
three-month periods ended March 31, 2005 and 2004. These financial statements
are the responsibility of the Company's management. 

We conducted our review in accordance with the standards of the Public Company 
Accounting Oversight Board (United States). A review of interim 
financial information consists principally of applying analytical procedures 
and making inquiries of persons responsible for financial and accounting 
matters. It is substantially less in scope than an audit conducted in 
accordance with the standards of the Public Company Accounting 
Oversight Board (United States), the objective of which is the 
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that 
should be made to the condensed financial statements, referred to above, for 
them to be in conformity with accounting principles generally accepted in the 
United States of America. We have previously audited in accordance with the 
standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of Next Generation Media Corporation and subsidiary
as of December 31, 2004, and the related consolidated statements of income,
retained earnings, and cash flows for the year then 
ended (not presented herein); and in our report dated March 23, 2005, 
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed 
consolidated balance sheet as of December 31, 2004, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived. 

As discussed in the notes to the financial statements, in 2004 the 
Company changed from an unacceptable method of accounting for goodwill to an 
acceptable method. The change in accounting principles has been accounted for 
as a correction of an error and prior financial statements presented have been
restated. 

Turner, Jones & Associates, P.L.L.C 
Vienna, Virginia 
May 11, 2005


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                           Next Generation Media Corporation

                       Consolidated Interim Financial Statements

                    For The Three Months Ended March 31, 2005 and 2004

                           With Review Report of Independent 

                            Registered Public Accounting Firm


                            TURNER, JONES AND ASSOCIATES, P.L.L.C.
                               CERTIFIED PUBLIC ACCOUNTANTS

Table of Contents                                               Page

Report of Independent Register Public Accounting Firm   

Financial Statements

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Income 

Condensed Consolidated Statements of Cash Flows

Notes to Financial Statements

                           Next Generation Media Corporation
                         Condensed Consolidated Balance Sheets
                                For the Periods Ended

                                       ASSETS

                                                   (Unaudited)      (Audited)
                                                    March 31,       December 31,
                                                      2005            2004

CURRENT ASSETS:
Cash and cash equivalents                          $   408,735      $  395,575 
Accounts receivable, net of
    uncollectible accounts                             512,181         325,698 
Notes receivable, net                                   64,350          85,833 
Trade notes receivable                                  45,137          46,587 
Inventories                                             95,333         103,380 
Prepaid expenses & other current assets                 81,652          67,711 

Total current assets                                 1,207,388       1,024,784 

PROPERTY, PLANT AND EQUIPMENT: 
Equipment                                            1,413,321       1,443,587 
Furniture and fixtures                                  67,124          65,093 
Leasehold improvements                                  81,159          76,363 
Computer equipment/software                             69,187          53,887 
Vehicles                                                 9,200           9,200 

Total property, plant and equipment                  1,639,991       1,648,130 

Less accumulated depreciation                       (1,327,635)     (1,320,701)

Net property, plant and equipment                      312,356         327,429 

Intangibles                                            951,133         951,133 

Trade notes receivables                                 21,630          21,630 

Total other assets                                     962,763         972,763 

TOTAL ASSETS                                         2,492,507       2,324,976 

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable, current portion                           9,498          13,998 
Accounts  and other payables                           227,686         175,663 
Accrued expenses                                       228,491         206,006 
Sales tax payable                                        4,113           4,299 
Custom deposits                                         73,459          29,000 
Obligation under capital lease, current portion         16,015          18,595 

Total current liabilities                              559,262         447,561 

LONG TERM LIABILITIES:
Obligation under capital lease                          58,952          61,851 

Total long term liabilities                             58,952          61,851 

Total liabilities                                      618,214         509,412 

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000,000 shares
   authorized and 10,523,397                           105,234         105,234 
   issued and outstanding

Additional paid in capital                           7,379,744       7,379,744 

Accumulated deficit                                 (5,610,685)     (5,669,414)

Total stockholders' equity                           1,874,293       1,815,564 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           2,492,507       2,324,976 

                 See accompanying notes and accountant's review report

                              Next Generation Media Corporation
                Condensed Consolidated Statements of Income - Unaudited
                           For The Three Months Ended March 31

                                                        2005            2004

REVENUES:
Coupon sales, net of discounts                        $ 2,032,520   $1,799,105 
Franchise fees                                             63,000      116,500 

Total revenues                                          2,095,520    1,915,605 

Cost of goods sold:                                     1,416,058    1,182,435 

Gross margin                                              679,462      733,170 
General and administrative expenses                       598,578      594,917 
Depreciation and armortization                             37,500       31,617 

Total operating expenses                                  636,078      626,534 

Gain/(Loss) from operations                                43,384      106,636 

OTHER INCOME AND (EXPENSES):
Interest expense                                           (1,064)      (1,818)
Miscellaneous income                                       14,454        9,156 
Interest income                                               454        1,247 
Gain on disposal of equipment                               1,500            - 

Total other income (expense)                               15,344        8,585 

Net income                                                 58,728      115,221 

Gain applicable to common shareholders                     58,728      115,221 

Basic gain/(loss) per common share                         0.0056        0.011

Weighted average common shares outstanding             10,523,397   10,523,397

Diluted gain per common share                              0.0058        0.008 

Fully diluted common shares outstanding                14,213,397   14,213,397 

                See accompanying notes and accountant's review report

                       Next Generation Media Corporation
           Condensed Consolidated Statements of Cash Flows - Unaudited
                    For The Three Months Ended March 31

                                                        2005         2004

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                          $   58,728    $ 115,221 

Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on disposal                                        (1,500)           - 
Depreciation                                            37,500       31,617 
(Increase) decrease in assets:
Accounts & notes receivable                           (163,550)    (107,630)
Inventories                                              8,048        8,083 
Prepaids and other current assets                      (13,941)      (3,085)
Increase (decrease) in liabilities
Accounts and other payables                             96,298       62,213 
Accrued expenses                                        22,486       (2,351)

Net cash flows (used) by operating activities           44,069      104,068 

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                     (22,428)           - 
Disposal of property & equipment                         1,500        6,898 

Net cash provided/(used) by investing activities       (20,928)       6,898 

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of capital leases                             (5,480)      (2,605)
Repayment of notes payable                              (4,500)      (8,334)

Net cash provided/(used) by financing activities        (9,980)     (10,939)

NET INCREASE/(DECREASE) IN CASH                         13,161      100,027 

CASH, BEGINNING OF PERIOD                              395,575      123,013 

CASH, END OF PERIOD                                    408,736      223,040 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE YEAR FOR:
Income taxes                                                 -            - 
Interest                                                 1,064        1,818 

                  UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim consolidated financial statements 
included herein have been prepared in accordance with the rules and 
regulations of the Securities and Exchange Commission (SEC).  The 
interim condensed consolidated accounts of Next Generation Media 
Corporation and its subsidiary (collectively, the Company).  In the 
opinion of management, all adjustments (consisting of normal 
recurring adjustments) necessary for a fair statement of the 
financial position, results of operations and cash flows for the 
interim periods presented have been made.  The preparation of the 
financial statements includes estimates that are used when accounting 
for revenues, allowance for uncollectible receivables, 
telecommunications expense, depreciation and amortization and certain 
accruals.  Actual results could differ from those estimates.  The 
results of operations for the three months ended March 31, 2005, are 
not necessarily indicative of the results to be expected for the full 
year.  Some information and footnote disclosures normally included in 
financial statements or notes thereto prepared in accordance with 
generally accepted accounting principles have been condensed or 
omitted pursuant to SEC rules and regulations.  The Company believes, 
however, that its disclosures are adequate to make the information 
provided not misleading.  

The balance sheet at December 31, 2004 has been derived from the 
audited financial statements at that date but does not include all of 
the information and footnotes required by generally accepted 
accounting principles for complete financial statements.

For further information, refer to the consolidated financial 
statements and footnotes thereto included in the Registrant Company 
and Subsidiaries' annual report on Form 10-KSB for the year ended 
December 31, 2004.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business:

Next Generation Media Corporation was incorporated in the State of 
Nevada in November of 1980 as Micro Tech Industries Inc., with an 
official name change to Next Generation Media Corporation in April of 
1997.  The Company, through its wholly owned subsidiary, United 
Marketing Solutions, Inc., provides direct marketing products, which 
involves the designing,
printing, packaging, and mailing of public relations and marketing 
materials and coupons for retailers who provide services.  Sales are 
conducted through a network of franchises that the Company supports 
on a wholesale basis.  At March 31, 2005, the Company had 
approximately 54 active area franchise operations located throughout 
the United States.

Property and Equipment:

Property and equipment are stated at cost.  The company uses the 
straight-line method in computing depreciation for financial 
statement purposes.

Expenditures for repairs and maintenance are charged to income, and 
renewals and replacements are capitalized.  When assets are retired 
or otherwise disposed of, the cost of the assets and the related 
accumulated depreciation are removed from the accounts.

Estimated useful lives are as follows:

Furniture, fixtures and equipment                    7-10 years
Leasehold improvements                                 10 years
Vehicles                                                5 years
Computer equipment & software                           5 years

Depreciation expense for the three months ended March 31, 2005 and 
2004 was $37,500 and $30,867  respectively.

Intangibles:  

The Company has recorded goodwill based on the difference between the 
cost and the fair value of certain purchased assets.  The Company 
annually evaluates the goodwill for possible impairment.   The 
analysis consists of a comparison of the Company's market 
capitalization under SFAS No. 142 to the net fair market value of all 
identifiable assets plus goodwill and/or projected cash flows to the 
carrying value of the goodwill.  Any excess book value over market 
capitalization would be written off due to impairment.  

Advertising Expense:

The Company expenses the cost of advertising and promotions as 
incurred.  Advertising costs charged to operations for the three 
months ended March 31, 2005 and 2004 was $7,028 and $14,820.

Revenue Recognition:

The Company recognizes revenue from the design production and 
printing of coupons upon delivery.  Revenue from initial franchise 
fees is recognized when substantially all services or conditions 
relating to the sale have been substantially performed.  
Substantially all services and conditions are performed upon payment 
of the fee.  Initial franchise fees are a one-time fee charged per 
franchise license agreement.  The initial franchise fees are non-
refundable.  Franchise support of $150 per quarter per franchise and 
other fees are recognized when billed to the franchisee.  Amounts 
billed or collected in advance of final delivery or shipments are 
reported as deferred revenue.

Impairment of Long-Lived Assets:  

The Company reviews the carrying values of its long-lived assets for 
possible impairment on an annual basis and whenever events or changes 
in circumstances indicate that the carrying amount of the assets 
should be addressed.  The Company believes that no permanent 
impairment in the carrying value of long-lived assets exists as of 
March 31, 2005.

Comprehensive Income:  

The Company has adopted Statement of Financial Accounting Standards 
No. 130, "Reporting Comprehensive Income".    Comprehensive income as 
defined includes all changes to equity except that resulting from 
investments by owners and distributions to owners.  The company has 
no items of comprehensive income to report. 

Reclassifications:  

Certain prior year amounts have been reclassified to conform to the 
current year presentation.

New Accounting Pronouncements: 

In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-
Than-Temporary Impairment and its Application to Certain Investments 
which provides additional guidance on how companies, carrying debt 
and equity securities at amounts higher than the securities fair 
values, evaluate whether to record a loss on impairment.  In 
addition, EITF No. 03-1 provides guidance on additional disclosures 
required about unrealized losses.  The impairment accounting guidance 
is effective for reporting periods beginning after June 15, 2004 and 
the disclosure requirements are effective for annual reporting 
periods ending after June 15, 2004.  On September 30, 2004, the FASB 
approved the issuance of FASB Staff Position EITF No. 03-1-1, which 
delays the effective date for the application of the recognition and 
measurement provisions of EITF No. 03-1 to investments in securities 
that are impaired.  Certain disclosure provisions in EITF No. 03-1 
were effective for fiscal years ended after December 15, 2003 and 
other disclosure provisions are effective for annual reporting 
periods after June 15, 2004.  The adoption of this statement is not 
expected to have a material effect on the Company's consolidated 
financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-
Based Payment ("SFAS 123 r").  This statement is a revision of SFAS 
No. 123, Accounting for Stock-Based 
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock 
Issued to Employees, and its related implementation guidance.  SFAS 
123r requires that compensation cost relating to share-based payment 
transactions be recognized in financial statements.  That cost will 
be measured based on the fair value of the equity or liability 
instruments issued.  This statement is effective beginning with the 
Company's third quarter of fiscal year 2005.  The Company is 
currently evaluating the requirements of SDAF 123r and has not yet 
fully determined the impact on its consolidated financial statements.  
The adoption of this statement is not expected to have a material 
effect on the Company's consolidated financial statements.

Use of Estimates:

The preparation of financial statements in accordance with generally 
accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported amounts of 
revenues and expenses during the reporting period.  Actual results 
could differ from those estimates.

Income Taxes:

The Corporation uses Statement of Financial Standards No. 109 
"Accounting for Income Taxes" (SFAS No. 109) in reporting deferred 
income taxes.  SFAS No. 109 requires a company to recognize deferred 
tax liabilities and assets for expected future income tax 
consequences of events that have been recognized in the company's 
financial statements.  Under this method, deferred tax assets and 
liabilities are determined based on temporary differences in 
financial carrying amounts and the tax bases of assets and 
liabilities using enacted tax rates in effect in the years in which 
temporary differences are expected to reverse. 

Risks and Uncertainties:

The Company operates in an environment where intense competition 
exists from other companies.  This competition, along with increases 
in the price of paper, can impact the pricing and profitability of 
the Company.

Credit Risk:

The Company at times may have cash deposits in excess of federally 
insured limits.

Accounts Receivable:

The Corporation grants credit to its customers, which includes the 
retail sector and their own franchisees.  The Company establishes an 
allowance for doubtful accounts based upon on a percentage of 
accounts receivable plus those balances the Company feels will be 
uncollectible.  Allowance for uncollectible accounts as of March 31, 
2005 and 2004 was $29,313 and $88,314 respectively.

Cash and Cash Equivalents:

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

Earnings Per Common Share:

The Company calculates its earnings per share pursuant to Statement 
of Financial Accounting Standards No. 128, "Earnings Per Share" 
("SFAS No. 128").  Under SFAS No. 128, basic earnings per share is 
computed by dividing reported earnings available to common 
stockholders by weighted average shares outstanding.  Diluted 
earnings per share reflect the potential dilution assuming the 
issuance of common shares for all potential dilutive common shares 
outstanding during the period.  As a result of the Company's net 
losses, all potentially dilutive securities including warrants and 
stock options, would be anti-dilutive and thus, excluded from diluted 
earnings per share.

As of March 31, 2005, the Company had financial obligations that 
could create future dilution to the Company's common shareholders and 
are not currently classified as common shares of the company.  The 
following table details such instruments and obligations and the 
common stock comparative for each.  The common stock number is based 
on specific conversion or issuance assumptions pursuant to the 
corresponding terms of each individual instrument or obligation.

Instrument or Obligation

Stock options outstanding as of March 31, 2005
with a weighted average exercise price per share
of $0.26                                                        3,690,000

Inventories:

Inventories consist primarily of paper, envelopes, and printing 
materials and are stated at the lower of cost or market, with cost 
determined on the first-in, first-out method.

Principles of Consolidation:

The accompanying consolidated financial statements include the 
accounts of the parent company, Next Generation Media Corporation and 
its subsidiary as of March 31, 2005.

NOTE 2 - RETIREMENT PLAN

The company maintains a 401(k) defined contribution plan covering 
substantially all employees.  The Corporation may elect to contribute 
up to 3% of each eligible employee's gross wages.  Employees can 
elect up to 15% of their salary to be contributed before income 
taxes, up to the annual limit set by the Internal Revenue Code.  The 
company anticipates making a contribution for the quarter ended March 
31, 2005 of $15,000.

NOTE 3 - NOTES PAYABLE AND LINE OF CREDIT

Notes payable at December 31, 2004 consists of:
Obligation to CIT Group, bearing interest at 10%, the loan is 
payable in fifty-six monthly installments of $500, including 
interest, and is collateralized by the property and equipment of 
the Company.  Balance outstanding at March 31, 2005 was $4,998.

Unsecured note payable to Capitol York calling for payments of 
$1,000 per month inclusive of interest.  Balance at March 31, 
2005 was $4,500.

The 5 year schedule of maturities is as follows:

2005                     9,498
2006                         0
Thereafter                   0
                         9,498

NOTE 4 - NOTES RECEIVABLE

On June 30, 2000, the Company executed a promissory note with UNICO, 
Inc. for $200,000 plus accrued interest of $45,833 in conjunction 
with the sale of Independent News, Inc.  The note is outstanding and 
currently in default; the Company's management considers a portion of 
the note collectible.  Accordingly, the Company discontinued accruing 
interest; an allowance for uncollectible accounts of $181,483 has 
been established.

NOTE 5 - COMMON STOCK

During the three months ended March 31, 2005 and 2004, the Company 
issued no shares of common stock.
 
NOTE 6 - EMPLOYEE STOCK INCENTIVE PLAN

On December 26, 2001, the Company adopted the Employee Stock 
Incentive Plan authorizing 3,000,000 shares at a maximum offering 
price of $0.10 per share for the purpose of providing employees 
equity-based compensation incentives.  The Company issued no shares 
under the plan during the periods.

NOTE 7 - OBLIGATION UNDER CAPITAL LEASE

The Company acquired machinery under the provisions of long-term 
leases.  For financial reporting purposes, minimum lease payments 
relating to the machinery have been capitalized. 

The future minimum lease payments under capital leases and net 
present value of the future minimum lease payments as of March 31, 
2005 are as follows:

Total minimum lease payments                          $88,938
Amount representing interest                           13,971
Present value of net minimum lease payments            74,967
Current portion                                        16,015

Long-term capital lease obligation                    $58,952

NOTE 8 - CORRECTION OF AN ERROR

The cumulative effect of the correction to remove amortization of 
goodwill pursuant to SFAS No. 142 was a $400,304 decrease in 
accumulated deficit and corresponding increase in intangibles through 
December 31, 2004. All prior periods presented have been restated to 
reflect the correction.

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

The following Management Discussion and Analysis should be read in 
conjunction with the financial statements and accompanying notes 
included in this Form 10-QSB. 

Total revenues increased from $1,915,605 in the quarter ended March 
31, 2004 as compared to $2,095,520 in the quarter ended March 31, 
2005, an increase of nine percent.  

Total cost of goods sold increased to $1,416,058 in the quarter ended 
March 31, 2005 as compared to $1,182,435 in the quarter ended March 
31, 2004, an increase of approximately 16%.  The gross margin 
decreased from $679,462 in the quarter ended March 31, 2005 to 
$733,170 in the quarter ended March 31, 2004, a decrease of 
approximately 6%.  

Total operating expenses increased to $636,078 in the quarter ended 
March 31, 2005 from $626,534 in the quarter ended March 31, 2004. 

Net income for the quarter ending March 31, 2004 was $115,221 as 
compared to a gain of $58,728 for the quarter ending March 31, 2005. 

Total assets grew from $2,324,976 at December 31, 2004 to $2,492,507 
at March 31, 2005.  Total current liabilities increased from $618,214 
at December 31, 2004 to $509,412 at March 31, 2005.

Net cash flows by operating activities was $44,069 for the period 
ended March 31, 2005 as compared to $104,068 for the period ended 
March 31, 2004. 

Cash used by investing activities was $20,928 for the period ended 
March 31, 2005, as compared to net cash provided by investing 
activities of $6,898 for the period ended March 31, 2004. 

While the Company has raised capital to meet its working capital and 
financing needs in the past, additional financing may be required in 
order to meet the Company's current and projected cash flow deficits 
from operations. As previously mentioned, the Company has obtained 
financing in the form of equity in order to provide the necessary 
working capital. The Company currently has no other commitments for 
financing. There are no assurances the Company will be successful in 
raising the funds required. 

The Company has issued shares of its common stock from time to time 
in the past to satisfy certain obligations, and expects in the future 
to also acquire certain services, satisfy indebtedness and/or make 
acquisitions utilizing authorized shares of the capital stock of the 
Company. 

Quantitative And Qualitative Disclosures About Market Risk 
In the normal course of business, operations of the Company may be 
exposed to fluctuations in interest rates. These fluctuations can 
vary the cost of financing, investing, and operating transactions. 
Because the Company has only fixed rate short-term debt, there are no 
material impacts on earnings due to fluctuations in interest rates. 

New Accounting Pronouncements: 

In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-
Than-Temporary Impairment and its Application to Certain Investments 
which provides additional guidance on how companies, carrying debt 
and equity securities at amounts higher than the securities fair 
values, evaluate whether to record a loss on impairment.  In 
addition, EITF No. 03-1 provides guidance on additional disclosures 
required about unrealized losses.  The impairment accounting guidance 
is effective for reporting periods beginning after June 15, 2004 and 
the disclosure requirements are effective for annual reporting 
periods ending after June 15, 2004.  On September 30, 2004, the FASB 
approved the issuance of FASB Staff Position EITF No. 03-1-1, which 
delays the effective date for the application of the recognition and 
measurement provisions of EITF No. 03-1 to investments in securities 
that are impaired.  Certain disclosure provisions in EITF No. 03-1 
were effective for fiscal years ended after December 15, 2003 and 
other disclosure provisions are effective for annual reporting 
periods after June 15, 2004.  The adoption of this statement is not 
expected to have a material effect on the Company's consolidated 
financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-
Based Payment ("SFAS 123 r").  This statement is a revision of SFAS 
No. 123, Accounting for Stock-Based 
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock 
Issued to Employees, and its related implementation guidance.  SFAS 
123r requires that compensation cost relating to share-based payment 
transactions be recognized in financial statements.  That cost will 
be measured based on the fair value of the equity or liability 
instruments issued.  This statement is effective beginning with the 
Company's third quarter of fiscal year 2005.  The Company is 
currently evaluating the requirements of SDAF 123r and has not yet 
fully determined the impact on its consolidated financial statements.  
The adoption of this statement is not expected to have a material 
effect on the Company's consolidated financial statements.

Forward Looking Statements. 

The foregoing Managements Discussion and Analysis of Financial 
Condition and Results of Operations "forward looking statements" 
within the meaning of Rule 175 under the Securities Act of 1933, as 
amended, and Rule 3b-6 under the Securities Act of 1934, as amended, 
including statements regarding, among other items, the Company's 
business strategies, continued growth in the Company's markets, 
projections, and anticipated trends in the Company's business and the 
industry in which it operates. The words "believe," "expect," 
"anticipate," "intends," "forecast," "project," and similar 
expressions identify forward-looking statements. These forward- 
looking statements are based largely on the Company's expectations 
and are subject to a number of risks and uncertainties, including but 
not limited to, those risks associated with economic conditions 
generally and the economy in those areas where the Company has or 
expects to have assets and operations; competitive and other factors 
affecting the Company's operations, markets, products and services; 
those risks associated with the Company's ability to successfully 
negotiate with certain customers, risks relating to estimated 
contract costs, estimated losses on uncompleted contracts and 
estimates regarding the percentage of completion of contracts, 
associated costs arising out of the Company's activities and the 
matters discussed in this report; risks relating to changes in 
interest rates and in the availability, cost and terms of financing; 
risks related to the performance of financial markets; risks related 
to changes in domestic laws, regulations and taxes; risks related to 
changes in business strategy or development plans; risks associated 
with future profitability; and other factors discussed elsewhere in 
this report and in documents filed by the Company with the Securities 
and Exchange Commission. Many of these factors are beyond the 
Company's control. Actual results could differ materially from these 
forward-looking statements. In light of these risks and 
uncertainties, there can be no assurance that the forward-looking 
information contained in this Form 10-QSB will, in fact, occur. The 
Company does not undertake any obligation to revise these forward- 
looking statements to reflect future events or circumstances and 
other factors discussed elsewhere in this report and the documents 
filed or to be filed by the Company with the Securities and Exchange 
Commission. 

Inflation 

In the opinion of management, inflation has not had a material effect 
on the operations of the Company. 

Trends, Risks and Uncertainties 

The Company has sought to identify what it believes to be the most 
significant risks to its business as discussed in "Risk Factors" 
above, but cannot predict whether or to what extent any of such risks 
may be realized nor can there be any assurances that the Company has 
identified all possible risks that might arise. Investors should 
carefully consider all of such risk factors before making an 
investment decision with respect to the Company's stock. 

Limited operating history; anticipated losses; uncertainly of future 
results 

The Company has only a limited operating history upon which an 
evaluation of the Company and its prospects can be based. The 
Company's prospects must be evaluated with a view to the risks 
encountered by a company in an early stage of development, 
particularly in light of the uncertainties relating to the business 
model that the Company intends to market and the potential acceptance 
of the Company's business model. The Company will be incurring costs 
to develop, introduce and enhance its products, to establish 
marketing relationships, to acquire and develop products that will 
complement each other, and to build an administrative organization. 

To the extent that such expenses are not subsequently followed by 
commensurate revenues, the Company's business, results of operations 
and financial condition will be materially adversely affected. There 
can be no assurance that the Company will be able to generate 
sufficient revenues from the sale of its products and services. The 
Company expects that negative cash flow from operations may exist for 
the next 12 months as it continues to develop and market its products 
and services. If cash generated by operations is insufficient to 
satisfy the Company's liquidity requirements, the Company may be 
required to sell additional equity or debt securities. The sale of 
additional equity or convertible debt securities would result in 
additional dilution to the Company's shareholders. 

Potential fluctuations in quarterly operating results may fluctuate 
significantly in the future as a result of a variety of factors, most 
of which Are outside the Company's control including: the demand for 
the Company's products and services; seasonal trends in demand and 
pricing of products and services; the amount and timing of capital 
expenditures and other costs relating to the expansion of the 
Company's operations; the introduction of new services and products 
by the Company or its competitors; price competition or pricing 
changes in the industry; political risks and uncertainties involving 
the world's markets; technical difficulties and general economic 
conditions. The Company's quarterly results may also be significantly 
affected by the impact of the accounting treatment of acquisitions, 
financing transactions or other matters. Particularly the Company's 
early stage of development, such accounting treatment can have a 
material impact on the results for any quarter. Due to the foregoing 
factors, among others, it is likely that the Company's operating 
results will fall below the expectations of the Company or investors 
in some future quarter. 

Management of Growth 

The Company may experience growth in the number of employees relative 
to its current levels of employment and the scope of its operations. 
In particular, the Company may need to hire sales, marketing and 
administrative personnel. Additionally, acquisitions could result in 
an increase in employee headcount and business activity. Such 
activities could result in increased responsibilities for management. 

The Company believes that its ability to increase its customer 
support capability and to attract, train, and retain qualified 
technical, sales, marketing, and management personnel, will be a 
critical factor to its future success. In particular, the 
availability of qualified sales and management personnel is quite 
limited, and competition among companies to attract and retain such 
personnel is intense. During strong business cycles, the Company may 
experience difficulty in filling its needs for qualified sales, and 
other personnel. 

The Company's future success will be highly dependent upon its 
ability to successfully manage the expansion of its operations. The 
Company's ability to manage and support its growth effectively will 
be substantially dependent on its ability to implement adequate 
financial and management controls, reporting systems, and other 
procedures and hire sufficient numbers of financial, accounting, 
administrative, and management personnel. The Company is in the 
process of establishing and upgrading its financial accounting and 
procedures. There can be no assurance that the Company will be able 
to identify, attract, and retain experienced accounting and financial 
personnel. The Company's future operating results will depend on the 
ability of its management and other key employees to implement and 
improve its systems for operations, financial control, and 
information management, and to recruit, train, and manage its 
employee base. There can be no assurance that the Company will be 
able to achieve or manage any such growth successfully or to 
implement and maintain adequate financial and management controls and 
procedures, and any inability to do so would have a material adverse 
effect on the Company's business, results of operations, and 
financial condition. 

The Company's future success depends upon its ability to address 
potential market opportunities while managing its expenses to match 
its ability to finance its operations. This need to manage its 
expenses will place a significant strain on the Company's management 
and operational resources. If the Company is unable to manage its 
expenses effectively, the Company's business, results of operations, 
and financial condition will be materially adversely affected. 

Risks associated with acquisitions 

Although the Company does not presently intend to do so, as part of 
its business strategy in the future, the Company could acquire assets 
and businesses relating to or complementary to its operations. Any 
acquisitions by the Company would involve risks commonly encountered 
in acquisitions of companies. These risks would include, among other 
things, the following: the Company could be exposed to unknown 
liabilities of the acquired companies; the Company could incur 
acquisition costs and expenses higher than it anticipated; 
fluctuations in the Company's quarterly and annual operating results 
could occur due to the costs and expenses of acquiring and 
integrating new businesses or technologies; the Company could 
experience difficulties and expenses in assimilating the operations 
and personnel of the acquired businesses; the Company's ongoing 
business could be disrupted and its management's time and attention 
diverted; the Company could be unable to integrate successfully. 

PART II. 

ITEM 1.  LEGAL PROCEEDINGS.

Other than as set forth below, the Registrant is not a party to any 
material pending legal proceedings and, to the best of its knowledge, 
no such action by or against the Registrant has been threatened.

The Company is subject to other legal proceedings and claims that 
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 material adverse 
effect on its financial position, results of operations or liquidity.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

The Registrant had no sales of unregistered securities during the 
three-month period ending March 31, 2005.

Use of Proceeds.

Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

There were not any matters submitted requiring a vote of security 
holders during the three-month period ending March 31, 2005.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Reports on Form 8-K.  No reports on Form 8-K were filed 
during the three-month period covered in this Form 10-QSB.

     (b)  Exhibits.  Exhibits included or incorporated by reference 
herein: See Exhibit Index.

                               EXHIBIT INDEX 

Exhibit       .     Description 

3.1      Articles of Incorporation, under the name Micro Tech 
         Industries, Inc. (incorporated by reference in the filing 
         of the Company's annual report on Form 10KSB filed on April 
         15, 1998). 

3.2      Amendment to the Articles of Incorporation (incorporated by 
         reference in the Company's quarterly report filed on Form 
         10 Q filed on May 15, 1997). 

3.3      Amended and Restated Bylaws (incorporated by reference in 
         the filing of the Company's annual report on Form 10KSB 
         filed on November 12, 1999). 

16.1     Letter on change in certifying accountant (incorporated by 
         reference in the filing of the Company's current report on 
         Form 8-K filed on January 5, 2001).

31.1     Certification of Principal Executive Officer

31.2     Certification of Chief Financial Officer

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

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