U.S. SECURITIES AND EXCHANGE COMMISSION  
                                 Washington, D.C. 20549 

                                      FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 
30, 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 August 15, 2005, the Company had 12,373,397 shares of common 
stock issued and outstanding.

                            TABLE OF CONTENTS

Part I - Financial Information                                   Page

Item 1

Review Report of Independent Registered Public Accounting Firm

Condensed Consolidated Interim Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

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 June 30, 2005, and 
the related condensed consolidated statements of income and cash 
flows for the six-month periods ended June30, 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. 


Turner, Jones & Associates, P.L.L.C 
Vienna, Virginia 
August 9, 2005

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                     Next Generation Media Corporation
                        Condensed Consolidated 
                      Interim Financial Statements
                 For The Six Months Ended June 30, 2005

                    With Review Report of Independent 

                     Registered Public Accounting Firm

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

Table of Contents

                                                                      Page

Review Report of Independent Registered Public Accounting Firm 

Condensed Consolidated Interim Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

                         Next Generation Media Corporation
                           Consolidated Balance Sheets
                             For the Periods Ended

                                    ASSETS




                                                             (Unaudited)              (Audited)
                                                               June 30,               December 31,
                                                                 2005                     2004
                                                                                
CURRENT ASSETS:
Cash and cash equivalents                                     $   647,397             $   395,575 
Accounts receivable, net of uncollectible accounts                448,523                 325,698 
Notes receivable                                                  106,040                 132,420 
Inventories                                                        98,193                 103,380 
Prepaid expenses & other current assets                            83,929                  67,711 

Total current assets                                            1,384,082               1,024,784 

PROPERTY, PLANT AND EQUIPMENT: 
Equipment & vehicles                                            1,413,321               1,443,587 
Furniture and fixtures                                             67,604                  65,093 
Leasehold improvements                                             81,159                  76,363 
Computer equipment/software                                       174,460                  53,887 
Vehicles                                                            9,200                   9,200 

Total property, plant and equipment                             1,745,744               1,648,130 

Less accumulated depreciation                                  (1,365,135)             (1,320,701)

Net property, plant and equipment                                 380,609                 327,429 

OTHER ASSETS:
Intangibles, net of accumulated amortization                      951,133                 951,133 
Trade notes receivable                                                  -                  21,630 

     Total other assets                                           951,133                 972,763 

TOTAL ASSETS                                                    2,715,824               2,324,976 

                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable, current portion                                     27,972                  13,998 
Accounts  and other payables                                      284,142                 175,663 
Accrued expenses                                                  179,796                 206,006 
Sales tax payable                                                   9,649                   4,299 
Obligation under capital lease                                      8,384                  18,595 
Customer deposits                                                 164,369                  29,000 

Total current liabilities                                         674,312                 447,561 

LONG TERM LIABILITIES:
Note payable                                                       74,065                       - 
Obligation under capital lease                                     64,393                  61,851 

Total long term liabilities                                       138,458                  61,851 

Total liabilities                                                 812,770                 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                                            (5,581,924)             (5,669,414)

Total stockholders' equity                                      1,903,054               1,815,564 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      2,715,824               2,324,976 



See accompanying notes and accountant's review report


                           Next Generation Media Corporation
                 Condensed Consolidated Statement of Income (Unaudited)





                                                For the Three Months Ended     For the Six Months Ended
                                                June 30,           June 30,    June 30,         June 30,
                                                 2005               2004        2005             2004
                                                                                     
Revenues:
Coupon sales, net of discounts                   $ 2,107,838       $ 1,980,194   $ 4,157,245   $ 3,779,299 
Franchise fees                                        64,000           119,000       127,000       235,500 

Total revenues                                     2,171,838         2,099,194     4,284,245     4,014,799 

Cost of Goods Sold:                                1,514,019         1,412,390     2,930,077     2,594,825 

Gross margin                                         657,819           686,804     1,354,168     1,419,974 

General and administrative expenses                  626,217           774,842     1,224,716     1,357,236 

Depreciation                                          37,500            40,155        75,000        71,022 

Total operating expenses                             663,717           814,997     1,299,716     1,428,258 

Gain/(Loss) from operations                           (5,898)         (128,193)       54,452        (8,284)

Other income and (expenses):
 Interest income                                         535                 -           989             - 
 Other income                                         36,851                 -        34,339             - 
 Gain on disposal of equipment                             -                 -         1,500             - 
 Gain on sales tax settlement                              -           176,664             -       176,664 
 Interest expense                                     (2,726)          (11,329)       (3,790)      (16,017)

Total other income (expense)                          34,660           165,335        33,038       160,647 

Net income                                            28,762            37,142        87,490       152,363 

Gain applicable to common shareholders                28,762            37,142        87,490       152,363 

Basic gain/(loss) per common share                     0.003             0.004         0.008         0.014

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

Diluted gain per common share                          0.002             0.003         0.006         0.011

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





See accompanying notes and accountant's review report


                            Next Generation Media Corporation
                Consolidated Statements of Stockholders' Equity-Unaudited





                                                            Additional       
                                      Common Stock           Paid In         Accumulated 
                                   Shares       Amount       Capital           Deficit           Total
                                                                                 
Balance: January 1, 2004          10,523,397     105,234      7,379,744      (5,852,874)     1,632,104 

Net Income - Year to Date                  -           -              -         183,460        183,460 

Balance: December 31, 2004        10,523,397     105,234      7,379,744      (5,669,414)     1,815,564 

Net Income - Year to Date                  -           -              -          87,490         87,490 

Balance: June 30, 2005            10,523,397     105,234      7,379,744      (5,581,924)     1,903,054 



See accompanying notes and accountant's review report

                             Next Generation Media Corporation
                            Statement of Cash Flows - Unaudited
                                 For The Three Months Ended

                                                        30-Jun      30-Jun
                                                         2005        2004

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                       $   28,762  $ 37,142 
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                               37,500    40,155 
Settlement of sale tax                                           -   176,664)
(Increase) decrease in assets

Accounts & notes receivable                                 88,735   447,367 
Inventories                                                 (2,860)  (29,961)
Prepaids and other current assets                           (2,277)  (50,513)
Increase (decrease) in liabilities
Accounts and other payables                                 61,992    19,580 
Accrued expenses                                           (48,696)  (28,972)
Customer deposits                                           90,910         - 

Net cash flows (used) by
  operating activities                                     254,066   258,134 

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net                   (105,753)   (6,016)

Net cash provided/(used) by investing activities          (105,753)   (6,016)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under note payable                              100,969         - 
Repayment of capital leases                                 (2,190)   (2,657)
Repayment of notes payable                                  (8,430)  (33,147)

Net cash provided/(used) by financing activities            90,349   (35,804)

NET INCREASE/(DECREASE) IN CASH                            238,662   216,314 

CASH, BEGINNING OF PERIOD                                  408,735   223,040 

CASH, END OF PERIOD                                        647,397   439,354 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD FOR:
Income taxes                                                     -         - 
Interest                                                     2,726    11,329 

See accompanying notes and accountant's review report

                       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 it's 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 June 30, 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.  You should read these interim consolidated 
financial statements in conjunction with the consolidated financial 
statements and notes thereto included in the Company's 2004 Annual 
Report on Form 10-KSB.

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 June 
30, 2005, the Company had approximately 52 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 & Software                                          5 years

Depreciation expense for the three months ended June 30, 2005 and 
2004 was $37,500 and $40,155, 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 June 30, 2005 and 2004 was $15,481 and $21,141.

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 or conditions are satisfied upon 
receipt of payment.  Franchise support of $150 per quarter per 
franchisee is recognized when billed to the franchisee.  Amounts 
billed or collected in advance of final delivery or shipment 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 
June 30, 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 item of comprehensive income to report. 

Reclassifications:  

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

New Accounting Pronouncements: 

FASB Interpretation No. 45 - In November 2002, the FASB issued 
interpretation No. 45, Guarantor's Accounting and Disclosures 
Requirements for Guarantees, Including Indirect Guarantees of 
Indebtedness of Others (FIN 45), which changes the accounting for, 
and disclosure of, guarantees. Beginning with transactions entered 
into after December 31, 2002, the interpretation requires certain 
guarantees to be recorded at fair value, which is different from 
prior practice, which was generally to record a liability only when a 
loss was probable and reasonably estimable, as defined by SFAS No. 5, 
Accounting for Contingencies. In general, FIN 45 applies to contracts 
or indemnification agreements that require Next Generation Media 
Corporation to make payments to a guaranteed third-party based on 
changes in an underlying that is related to an asset, liability, or 
an equity security of the guaranteed party. The accounting provisions 
of FIN 45 apply only to new transactions entered into after December 
31, 2002. FIN 45 immediately requires new disclosures effective 
immediately. The adoption of FIN45 does not have a material impact on 
the Company's financial position, results of operations or cash flows.

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 June 30, 
2005 and 2004 was $44,313 and $36,940 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 of June 30, 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 June 30, 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 subsidiaries as of June 30, 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 2005. Accrued 
contributions for the quarter ended June 30, 2005 are $15,000.

NOTE 3 - NOTES PAYABLE AND LINE OF CREDIT

Notes payable consists of the following:

June 30, 2005                                        Amount

Notes payable at June 30, 2005 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 June 30, 2005 was $3,498.

Unsecured note payable to Capitol York calling for payments of 
$1,000 per month inclusive of interest.  Balance at June 30, 
2005 was $1,500.

Note payable to Bank of America bearing interest at 6.40%, 
payable in 48 monthly installments.  The loan is secured by 
computer hardware and software.

The 5 year schedule of maturities is as follows:

2005                   27,972
2006                   24,511
2007                   26,151
2008                   23,403
Thereafter                  0
                      102,037

NOTE 4 - NOTES RECEIVABLE

On June 30, 2000, the Company executed a promissory note with UNICO, 
Inc. for $200,000 in conjunction with the sale of Independent News, 
Inc.  The note is outstanding and currently in default, the Company's 
management considers $42,900 of the note collectible.  

NOTE 5 - COMMON STOCK

During the three months ended June 30, 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 - COMMITMENTS AND CONTINGENCIES

Future minimum annual lease payments for capital and operating leases 
as of June 30, 2005 are:

                        Operating      Capital

2005                    141,390        12,900
2006                    280,006        25,800
2007                     23,409        25,800
2008                          0        17,988
Thereafter                    0             0
Total                   444,805        82,488

Rent expense for the quarters ended June 30, 2005 and 2004 were 
$68,188 and $64,928.

The Company has entered into various employment contracts.  The 
contracts provided for the award of present and/or future options to 
purchase common stock at then fair market value of the underlying 
shares at date of grant or vesting. The contracts can be terminated 
without cause upon written notice within thirty to ninety days.

The Company is party to various legal matters encountered in the 
normal course of business.  In the opinion of management and legal 
counsel, the resolution of these matters will not have a material 
adverse effect on the Company's financial position or the future 
results of operations.

NOTE 8 - OBLIGATION UNDER CAPITAL LEASE

The Company acquired machinery under the provisions of a 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 June 30, 
2005 are as follows:

Total minimum lease payments                         $82,488
Amount representing interest                           9,711
Present value of net minimum lease payments           72,777
Current portion                                        8,384

Long-term capital lease obligation                   $64,393

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 in the quarter ended June 30, 2005 and the six months 
ended June 30, 2005, respectively $2,171,838 and $4,284,245, increased 
from $2,099,194 in the quarter ended June 30, 2004 and $4,014,799 in 
the six months ended June 30, 2004, a three month increase of three 
percent (3%) and a six month increase of seven percent (7%).  Revenues 
for the quarter ended June 30, 2005 and the six month period ended 
June 30, 2005 are up 17% and 18% respectively for the same periods in 
June 2003.

Total cost of goods sold in the quarter ended June 30, 2005 and the 
six months ended June 30, 2005, respectively, $1,514,019 and 
$2,930,077, increased from $1,412,390 in the quarter ended June 30, 
2003 and $2,594,825 in the six months ended June 30, 2003, a three 
month increase of seven percent (7%) and a six month increase of 
thirteen percent (13%). This increase is due primarily to the production
cost associated with the increase in revenue which includes labor and
material expense.  The gross margin in the quarter ended 
June 30, 2005 and the six months ended June 30, 2005, respectively, 
$657,819 and $1,354,168 decreased from $686,804 in the quarter ended 
June 30, 2004 and $1,419,974 in the six months ended June 30, 2004.

Total operating expenses in the quarter ended June 30, 2005 and the 
six months ended June 30, 2005, respectively, $663,717 and $1,299,716, 
decreased from $814,997 in the quarter ended June 30, 2004 and 
$1,428,258 in the six months ended June 30, 2004 as management worked 
to control costs and eliminate unnecessary expenditures.  

Total assets grew increased from $2,324,976 at December 31, 2004 to 
$2,715,824 at June 30, 2005.  Total current liabilities increased from 
$509,412 at December 31, 2004 to $812,770 at June 30, 2005 due in part to
short term financing of current liabilities.  The company uses credit to
manage cash flow and build cash reserves.  Finance charges are avoided
by paying outstanding balances in full by due dates.

Net cash flows by operating activities was $254,066 for the period 
ended June 30, 2005 as compared to $258,134 used for the period ended 
June 30, 20043. 

Cash used by investing activities was $105,753 for the period ended 
June 30, 2005, as compared to net cash used by investing activities of 
$6,016 for the period ended June 30, 2004. 

Net cash provided by financing activities was $90,349 for the period 
ended June 30, 2005 as compared to net cash used by financing 
activities of $35,804 for the period ended June 30, 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 Company had no sales of unregistered securities during the 
three-month period ending June 30, 2005.  Subsequent to the reporting
period, the Company did act to physically issue the shares to the Board
of Directors that had been approved and reported in 2004.  This caused an
increase in number of shares actually outstanding from 10,523,397 to
12,373,397 and will be included in the financials for the third quarter
of 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 June 30, 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 Chief 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