Intrepid Technology & Resources 10QSB/A 2005 Q2 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

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

OF 1934

For the quarterly period ended December 31, 2004

[ ] 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: 000-30065

INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES

(exact name of registrant as specified in its charter)

Idaho	82-0230842
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

501 West Broadway, Suite 200,

Idaho Falls, Idaho 82304

(Address of principal executive offices)

(208) 529-5337

(Issuer's telephone number)

Idaho

(State or other jurisdiction of incorporation or organization)

Registrant's telephone number, including area code:

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesX No __

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

136,106,900 shares of common stock, $0.005 par value per share, as of February 13, 2005.

Transitional Small Business Disclosure Format (check one): Yes __ NoX

EXPLANATION OF AMENDMENT

Registrant received a comment letter from the U.S. Securities and Exchange Commission dated March 4, 2005 requesting changes to Items 307, 308 (c), and 601 of Regulation SB. This amendment corrects those and other minor changes as needed including note 10.

TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION

Item	1.	Financial Statements
		Balance Sheets	3
		Statements of Operations	4
		Statements of Cash Flows	5
		Notes to Unaudited Financial Statements	6

Item	2.	Management's Discussion and Analysis	11
		Results of Operations	11
		Capital Requirements	14
Item	3.	Controls and Procedures	17

Part II - OTHER INFORMATION

Item	1.	Legal Proceedings	18
Item	2.	Changes in Securities	18
Item	3.	Defaults Upon Senior Securities	18
Item	4.	Submission of Matters to a Vote of Security Holders	18
Item	5.	Other Information	18
Item	6.	Exhibits	19
		Signature Page	20
		Certifications	21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ in whole dollars except per share amounts)

	December 31, 2004			June 30, 2004
	Unaudited			Audited
ASSETS
Current Assets:
Cash	$	196,767		$	134,856
Receivables, net of allowance for doubtful
accounts of $0 and $0 respectively		84,067			195,352
Investments		--			17,794
Prepaid expenses		534,556			--
Other assets		5,349			3,986
Total current assets		820,739			351,988

Equipment, net		89,327			92,064
Construction in progress		854,368			273,996
Deferred debenture costs		127,525			--
Total Assets	$	1,891,959		$	718,048

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	154,283		$	202,028
Accrued liabilities		144,035			81,295
Deferred compensation		98,763			138,962
Term loan		136,862			162,965
Long term debt - current portion		75,449			76,203
Total current liabilities		609,392			661,453

Long term debt		750,000			--
Total liabilities		1,359,392			661,453
Commitments and contingencies
Shareholders' equity:
Common stock, $.005 par value, 360,000,000 authorized, 135,414,943 and 112,216,953 shares issued and outstanding		646,997			531,084
Additional paid-in capital		5,107,560			4,253,050
Notes receivable - shareholders		(16,200	)		(51,200	)
Retained earnings (deficit)		(5,205,790	)		(4,676,339	)
Total shareholders' equity		532,567			56,595

Total Liabilities and Shareholders' Equity	$	1,891,959		$	718,048

The accompanying notes are an integral part of these financial statements.

INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in whole dollars except per share amounts)

	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2004 Unaudited			2003 Unaudited			2004 Unaudited			2003 Unaudited

Revenue	$	58,870		$	630,473		$	147,773		$	1,434,411
Direct operating costs		55,380			350,076			138,839			844,651

Gross profit		3,490			280,397			8,934			589,760
Selling, general and administrative expenses		275,213			264,227			511,600			497,173

Income (loss) from operations		(271,723	)		16,170			(502,666	)		92,586

Interest revenue		323			--			993
Interest expense		(11,883	)		(7,551	)		(15,034	)		(14,186	)
Disposition of assets		--			--			(12,744	)		--


Net income (loss) before income taxes		(283,283	)		8,619			(529,451	)		78,397
Provision for income taxes (benefit)		--			--			--			24,422
Net (loss) income	$	(283,283	)	$	8,619		$	(529,451	)	$	53,975

Net income (loss) to common shareholders	$	(283,283	)	$	8,619		$	(529,451	)	$	53,975

Basic earnings (loss) per share	$	(0.0023	)	$	.0001		$	(0.0044	)	$	.0006

Diluted earnings per share	$	--		$	--		$	--		$	--

Dividends paid per common share		--			--			--			--

The accompanying notes are an integral part of these financial statements

INTREPID TECHNOLOGY & RESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in whole dollars except per share amounts)

	For the six months Ended December 31,
	2004 Unaudited			2003 Unaudited
Cash flows from operating activities:

Net income (loss)	$	(529,451	)	$	53,975
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation		2,737			4,966
Expenses in exchange for issuance of common stock		26,590			23,934
Changes in assets and liabilities:
Accounts receivable, net		111,285			(5,356	)
Prepaids and other assets		(20,918	)		(440	)
Deferred tax asset		--			24,422
Accounts payable		(47,744	)		(9,463	)
Accrued liabilities		62,740			(46,394	)
Deferred compensation		(40,200	)		(14,303	)

Net cash provided by (used by) operating activities		(434,962	)		31,341

Cash flows from investing activities:

Sale of investments		17,794			--
Construction in progress		(580,372	)		--
Purchase of office equipment		--			(27,785	)
Net cash used by investing activities		(562,578	)		(27,785	)

Cash flows from financing activities:
Common stock proceeds		428,832			27,400
Note receivable for stock collected		--			6,900
Stock subscriptions		35,000			--
Issuance of debenture		750,000			--
Payments on line of credit / term loan		(26,102	)		(18,344	)
Deferred debenture costs		(127,524	)		--
Increase on notes payable		(755	)		3,740
Net cash provided by financing activities		1,059,451			19,969

Increase (decrease) in cash and cash equivalents		61,911			23,252
Cash and cash equivalents at beginning of period		134,856			27,175
Cash and cash equivalents at end of period	$	196,767		$	50,427

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid	$	2,120		$	14,186
Non cash investing and financing transactions
Conversion of debenture to common stock		--			10,600
Common stock issued for services, prepaid assets and debt repayments		541,590			23,934

The accompanying notes are an integral part of these financial statements

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and with instructions to Form 10-QSB of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from estimates. In the opinion of management, all adjustments, which consist of normal and recurring adjustments, necessary for fair presentation have been included. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 2004 Annual Report on Form 10-KSB for the year ended June 30, 2004, as filed with the Securities and Exchange Commission.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Note 2. Description of Business

Intrepid Technology & Resources, Inc. and Subsidiaries, (the“Company”), (an Idahocorporation), is a biofuels renewable and alternative energy development and operating company with strengths in engineering and technology. While the Company’s primary source of current revenue has been the sale of engineering services to a variety of clients, it is posturing itself for a primary business purpose of developing, constructing, and operating a portfolio of projects in the Renewable and Alternative Energy sector, with a special emphasis on production of biofuels - particularly, biogas (methane), ethanol, biodiesel and, eventually, hydrogen. The Company’s strategy is to provide the overall technical and integration management for planning, coordinating, developing, operating and implementing such projects. The Company’s initial emphasis is on establishing severalcomplexes in the Southern Idaho region and then expanding to other locations within Idaho and the Western United States. The Company provides credit in the normal course of business to its customers and performs ongoing credit evaluations of those customers. It maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information. Credit losses, when realized, have been within the range of the Company’s expectations and, historically, have not been significant.

Customers

In 2004, the Company managed several engineering services contracts with Idaho National Engineering and Environmental Laboratory ("INEEL") at Idaho Falls, Idaho, and with the Oak Ridge Associated Universities ("ORAU") based in Oak Ridge, Tennessee. These contracts generated the majority of the Company's revenue. Profits realized from this revenue were used to help develop the Biofuels business line. The Company expects to continue providing such supplemental engineering and technical services in the future, but with decreased emphasis on government contracts and increased emphasis on biofuels related engineering services for private clients.

Additionally, the Company is well into its major transition from being primarily a provider of engineering services to becoming aproducer and distributor of biogas products and facilities. Its first facility is now operational and undergoing initial startup and testing evaluation. Biogas is being produced and commercial quantity production levels should be reached within the next quarter. The contract for a second facility has been signed and construction is expected to be underway by 4^th quarter. This second facility will have 3 times the capacity of the first and revenue generation is expected by 4th quarter 2006. The Company will own both facilities and the initial customers for the gas produced will be a local natural gas utility and the Company’s own natural gas vehicle fueling station.Management expects that the construction of these first two biogas plants will stimulate orders for other diary and cattle feeding operations in the area and increase demand for Company’s services to design, construct and operate other plants. The Company will retain the option to maintain an equity position in each facility built, thus adding to future revenue streams derived from sales of biogas products.

Note 3. Summary of Significant Accounting Policies

The significant accounting policies applied in the annual financial statements of the Company as of June 30, 2004, are applied consistently in these financial statements. In addition, the following accounting policy is applied:

The accompanying unaudited consolidated financial statements for the three months ended December 31, 2004 reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of the financial condition and results of operations, contained in the Company Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004. The results of operations for the three months ended December 31, 2004 are not necessarily indicative of the results for the entire fiscal year ending June 30, 2005.

Note 4. Stock Base Compensation

At the December 5, 2002 Annual Shareholder Meeting, the Company approved a stock-based employee compensation plan. Thestock option plan allows officers, directors, employees and consultants of the Company to receive non-qualified and incentive stock options for a total of 25 million shares. In its October 28, 2004 Schedule 14A Proxy Filing, the Company presented a proposal to amend the compensation plan to increase the number of shares available by 15 million, making the total 40 million in the aggregate. However, the Board of Directors subsequently elected to withdraw that proposal and it was not presented for vote at the December 14, 2004 Annual Shareholder Meeting. The Company awarded no options during the quarter ended December 31, 2004. A total of 2,743,900 options were available for future option grants as of December 31, 2004.

The Company accounts for employee stock-based compensation using the intrinsic value method for each period presented under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. No compensation cost is reflected in net income for options granted to employees, as all options granted under those plans had an exercise price equal to the fair market value of the underlying common stock on the date of grant. The Company accounts for stock options granted to non-employees using the fair value method under SFAS No. 123, "Accounting for Stock-Based Compensation."

The following table illustrates the effect on net income (loss) and earnings (loss) per share as if the fair value method had been applied to all outstanding and unvested awards in each period:

	Quarter Ended December 31,
	2004			2003

Net income / (loss)	$	(529,451	)	$	$78,397

Deduct: Stock based employee
Compensation expense determined under fair value based method, net of tax		- -			(254,620	)

Pro forma net income / (loss)	$	(529,451	)	$	(200,645	)

Basic earnings per share as recorded	$	(0.0023	)	$	.0006
Basic earnings per share pro forma	$	(0.0023	)	$	(.0021	)

Note 5. Earnings Per Common Share

Basic earnings per share are computed based on net income and the weighted average number of common shares outstanding. The Company does not have any securities that would cause diluted earnings per share.

	(000's except per share amounts)					(000's except per share amounts)
	Three Months Ended December 31,					Six Months Ended December 31,
	2004			2003		2004			2003

Net income / (loss)	$	(283	)	$	9	$	(529	)	$	54

Weighted average shares outstanding-
Common shares		124,408,645			97,530,584		119,716,031			97,530,584

Basic earnings per share	$	(.0023	)	$	.0006	$	(.0044	)	$	.001
Diluted earnings per share	$	--		$	--	$	--		$	--

Note 6. Equipment.

Equipment consists of the following as of December 31, 2004:

Computers and software	$	41,032
Furniture		11,259
Other Equipment		1,525
Pumping Station		64,500
Vehicles		3,000
Subtotal		121,316
Less accumulated depreciation		(31,989	)
Total Equipment, net	$	89,327

During the quarter ended December 31, 2004 the Company continued work on certain alternative energy projects. These projects included the WOBF fueling station and the construction of the Whitesides anaerobic digester located at a 4,000-head dairy north of Rupert, Idaho. This digester will be used as the prototype facility to generate natural gas for sale as a renewable energy source of heat and power. From this prototype digester more information will become available for optimization of sizing, and equipment specification and selection to generate the maximum energy value. This will better enable the Company to determine the most effective business model for utilizing the gas produced - i.e. direct conversion to electricity and sale to local power company or direct distribution and sale as natural gas to local commercial and industrial users.

Note 7. Debt.

Term Loan

The Company had a term loan as of December 31, 2004 of which $136,862 was outstanding at December 31, 2004. The loan is in the form of a three-year note and bears a fixed 5.75% interest rate. The credit is secured by all business assets and personally guaranteed by the principals of the Company. The following employees of the Company have given unlimited personal guarantees of the loan: Dennis Keiser (President), Jacob Dustin (Vice President), Donald Kenoyer, and C. Scott Francis. As of December 31, 2004 the loan was in good standing.

Shareholder Notes -The following shareholders who are also officers, employees or directors have personally lent money to the Company. The notes are unsecured demand notes. It is not anticipated by the Company that the notes will be called in the next year. The following are shareholder creditors to the Company: Mr. Kenoyer has made two loans to the company and as of December 31 2004, the total balance due him was $23,527. The first loan accrues interest at the rate of 10 percent and has a balance of $397. The second accrues interest at the rate of 7 percent and has a balance of $23,130. Mr. Dustin has also made two loans to the company and as of December 31 2004, the total balance due him was $45,748. The first loan accrues interest at the rate of 10 percent and has a balance of $15,239. The second accrues interest at the rate of 7 percent and has a balance of $30,509. The balance of the loan amount is $6,174 for Reggie Hall.

Debenture Debt - On October 13, 2004, the Company entered into a Securities Purchase Agreement with Cornell Capital Partners, LP. Pursuant to the Securities Purchase Agreement, the Company issued convertible debentures to Cornell Capital Partners, LP in the original principal amount of $750,000. The $750,000 was disbursed as follows: (i) $450,000 was paid October 22, 2004,and (ii) $300,000, was paid December 28, 2004, uponthe filing of a registration statement with the SEC related to the shares issued under the Standby Equity Distribution Agreement as described below and the convertible debentures. The debentures are convertible at the holder’s option any time up to maturity at a conversion price equal to the lower of (i) 120% of the Volume Weighted Average Price of the common stock on the date of the debentures or (ii) 80% of the Volume Weighted Average Price of the common stock of the Company for the five trading days immediately preceding the conversion date. The debentures are secured by the assets of the Company. The debentures have a three-year term and accrue interest at 5% per year. Cornell Capital Partners, LP received 10% of the gross proceeds of the convertible debentures, paid directly from escrow upon each funds disbursement described above. At maturity if not repaid, the debentures will automatically convert into shares of common stock at a conversion price equal to the lower of (i) 120% of the Volume Weighted Average Price of the common stock on the date of the debentures or (ii) 80% of the Volume Weighted Average Price of the common stock of the Company for the five trading days immediately preceding the conversion date.

Note 8. New Accounting Pronouncements

None

Note 9. Going Concern Contingency.

The Company was not profitable in the second quarter of the fiscal year ending June 30, 2005 and incurred a significant loss of $283,283. The loss was primarily a result of the Company's focus on the Biofuels market and having construction in progress for the Biogas digester combined with the shortage of engineering services work. The Company's ability to continue as a Going Concern is dependent on ongoing operations, bringing the Whitesides Biofuels digester on line to generate revenue and be profitable, obtaining additional financing, and successfully concluding the sale of the existing mining rights. Management will continue its efforts in seeking new and additional engineering contracts, and is in the process of obtaining additional financing as well as completing the Whitesides Digester project. The Company has mitigated the Going Concern as a result of entering into the agreement with Cornell Capital as explained in Note 10 below. However, these plans may not be successful.

Note 10. Subsequent Events.

Standby Equity Distribution Agreement. On October 13, 2004, the Company entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity Distribution Agreement, the Company could have, at its discretion, periodically sold to Cornell Capital Partners, LP shares of common stock for a total purchase price of up to $25.0 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners LP would have paid the Company 99% of, or a 1% discount to, the lowest closing bid price of our common stock on the Over-the-Counter Bulletin Board or other principal market on which the Company’s common stock is traded for the five days immediately following the notice date. Cornell Capital Partners LP would have retained 5% of each advance under the Standby Equity Distribution Agreement and received $500,000 worth of common stock of the Company as a fee under the Standby Equity Distribution Agreement.

On January 28, 2005, the Company entered into a Termination Agreement with Cornell Capital Partners, whereby the Standby Equity Distribution Agreement, dated October 13, 2004, and related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of even date therewith were terminated.

On March 10, 2005, the Company entered into a Termination Agreement with Cornell Capital Partners, whereby the Standby Equity Distribution Agreement, dated January 28, 2005, and related Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of even date therewith were terminated.

Upon execution of the Termination Agreement dated March 10, 2005, the Company entered into a new Standby Equity Distribution Agreement with Cornell Capital Partners on March 10, 2005. Pursuant to the Standby Equity Distribution Agreement, the Company may, at its discretion, periodically sell to Cornell Capital Partners shares of common stock for a total purchase price of up to $25.0 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay the Company 99% of, or a 1% discount to, the lowest closing bid price of the common stock during the five consecutive trading period immediately following the notice date. Further, Cornell Capital Partners will retain a fee of 5% of each advance under the Standby Equity Distribution Agreement. Cornell Capital Partners’ obligation to purchase shares of the Company's common stock under the Standby Equity Distribution Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of common stock sold under the Standby Equity Distribution Agreement and is limited to $350,000 per weekly advance.

On January 28, 2005, the Company and Cornell Capital Partners terminated the Investor's Registration Rights Agreement entered into on October 13, 2004 with the Cornell Capital Partners, which related to the Securities Purchase Agreement entered into on October 13, 2004 with the Cornell Capital Partners, as described in Note 7 above.

On March 10, 2005, the Company and Cornell Capital Partners terminated the Securities Purchase Agreement entered into on October 13, 2004 with Cornell Capital Partners, and the related Convertible Debentures, Security Agreement, Escrow Agreement and Irrevocable Transfer Agent Instructions of even date therewith were terminated.

Upon execution of the Termination Agreement, the Company entered into a new Securities Purchase Agreement with Cornell Capital Partners on March 10, 2005. Pursuant to the Securities Purchase Agreement, the Company issued convertible debentures to Cornell Capital Partners in the original principal amount of $750,000. The debentures are convertible at the holder’s option any time up to maturity at a fixed conversion price equal to $0.055 (the “Fixed Price”). The debentures are secured by the assets of the Company. The debentures have a three-year term and accrue interest at 5% per year. Cornell Capital Partners received 10% of the gross proceeds of the convertible debentures, paid directly from escrow upon the funding of the convertible debentures. At maturity, the debentures will automatically convert into shares of common stock at a conversion price equal to the Fixed Price.

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

The following discussion contains forward-looking statements that involve known and unknown risks and uncertainties which may cause actual results in future periods to differ materially from those indicated herein as a result of a number of factors, including, but not limited to, those set forth underLegal Proceedings, and the discussion below. When the Company uses words like "may," "believes," "expects," "anticipates," "should," "estimate," "project," "plan," their opposites and similar expressions, the Company is making forward-looking statements. These expressions are most often used in statements relating to business plans, strategies, anticipated benefits or projections about the anticipated revenues, earnings or other aspects of our operating results. We make these statements in an effort to keep stockholders and the public informed about our business and have based them on our current expectations about future events. Such statements should be viewed with caution. These statements are not guarantees of future performance or events. As noted elsewhere in this report, all phases of our business are subject to uncertainties, risks and other influences, many of which the Company has no control over. Additionally, any of these factors, either alone or taken together, could have a material adverse effect on the Company and could change whether any forward-looking statement ultimately turns out to be true. The Company undertakes no obligation to publicly release updates or revisions to these statements. The following discussion should be read in conjunction with audited consolidated financial statements and the notes filed thereto on Form 10-KSB with the U.S. Securities and Exchange Commission for the year ending June 30, 2004.

RESULTS OF OPERATIONS

Revenue

Revenue for the quarter ended December 31, 2004, decreased 91% to $58,670 compared to $630,473 for the same period of 2003. Revenue for the six months ended December 31, 2004 was $147,772 compared to $1,434,411 for the same six months ended December 31, 2003. This decrease for both the three and six months ended December 31, 2004 was mainly the result of the reduction in outside contracting by the INEEL and the Company's shifting of resources from engineering services to designing and building of Company-owned biogas facilities.

In fiscal year 2004, the Company's primary customers were Idaho National Engineering and Environmental Laboratory ("INEEL") at Idaho Falls, Idaho and Oak Ridge Associated Universities (ORAU). INEEL and ORAU both provided more than ten percent of the total revenue recognized by the Company in fiscal year 2004.

Direct Operating Costs

Direct operating costs for the three months ending December 31, 2004 and 2003, were $55,380 and $350,076 respectively, representing a 84% decrease. For the six months ended December 31, 2004 direct operating costs also declined 84% to $138,839 from $844,651 in 2003. The reason that direct operating costs decreased is due to the large drop in engineering services work and direct operating costs that paralleled this work. Additionally, the Company made further efforts to reduce direct costs by using less subcontracted services, eliminating certain rental fees, closing the Montana and Washington offices, making better use of supplies, and exercising better management of direct payroll costs.

Gross Profit

The Company had gross profit of $3,490 in the second quarter ended December 31, 2004 compared to $280,397 for the same quarter in 2003, representing a 99% decrease. Similarly, for the six months ended December 31, 2004 gross profit decreased by 98% to $8,934 compared to $589,760 for the same period in 2003. This decrease in gross profit is a result of the reduction in engineering service work and the Company also outsourced engineering service contracts by the INEEL. Also, in the 4^th quarter of fiscal year 2004, the Company shifted its resources and capital into the design and construction of Company-owned biogas production facilities.

General Selling and Administrative Expenses

For the three months ended December 31, 2004, general, selling and administrative expenses were $275,213 compared to $264,227 for the same quarter ended December 31, 2003. This 4% increase was the result of increased administrative expenses that were not covered by previous engineering services work. The Company also increased efforts in expanding the Biogas operations, which resulted in more administrative expenses. For the six months ended December 31, 2004, general selling and administrative expenses increased 3% to $511,600 compared to $497,173 for the same period of 2003.

Interest Revenue

For the three and six months ended December 31, 2004, the Company received $323 and $993 of interest income on investment capital. The Company had no interest revenue for 2003.

Interest Expense

For the three months ended December 31, 2004, the Company had interest expense of $11,883 compared to $7,551 for the same period ending December 31, 2003. For the six months ended December 31, 2004 the Company had interest expense of $15,034 compared to $14,186 for the same period ending December 31, 2003. The interest expense was for interest paid on the term loan and interest accrued on notes payable to officers and employees of the Company.

Net Income (Loss)

For the three months ended December 31, 2004, the Company had a net loss of $283,283 compared to net income of $8,619 for the same period ended December 31, 2003. For the six months ended December 31, 2004 the Company had a net loss of $529,451 compared to a net income of $53,975 for the same period ended December 31, 2003. In 2004, the Company eliminated a deferred tax asset and the selling general and administrative expenses were not offset by revenue that was seen from engineering services work in 2003. The Company has changed its focus to the Biogas industry and it is unlikely to receive comparable revenue for engineering services going forward.

MANAGEMENT'S PLAN OF OPERATION

Providing engineering and technical services has been the primary source of revenue, and hence the primary business focus, in the past. The Company expects to continue providing such supplemental services in the future, but with decreased emphasis. In fiscal year 2005, the Company will complete its major transition from being primarily a provider of engineering services to becoming a significant producer and distributor of biogas products and facilities. The following discussion provides an overview of how that transition will unfold.

The fundamental aspects of the Company's business model are:

Utilize cutting edge, but established, technology for the production of biogas from large animal operations

Utilize off-the-shelf equipment for clean-up of the biogas to meet pipeline-quality specifications and produce liquid products

Maintain equity positions on all biogas projects

Begin operations in known territory (Idaho), and expand into other western states as resources allow

Maximize the utilization of our public company status in the financing of our projects

Market biogas products to local gas utilities, industrial users, and transportation users

Team with experienced companies for the marketing and distribution of biogas products

DEVELOPMENT PLAN

Over the next four years, the Company plans to place 250,000 head of dairy and beef cattle into biogas production. The Company will design, construct and operate these facilities consistent with the business model parameters described above.

The centerpiece of this development plan is an exclusive geographic and case-by-case national sub-licensing agreement for anaerobic digestion technology that produces biogas with nearly a 33% higher concentration of methane than competing processes. This technology has a successful 4-year operational history and has been demonstrated with both cow and swine waste.

This plan involves discrete projects that the Company has organized or is in the process of organizing that will allow the Company to systematically build and operate biogas facilities over the next four years. These projects are organized as follows:

Whitesides Project. This 4,000-cow dairy located 8 miles northeast of Rupert, Idaho was chosen as the location for the first biogas facility. Construction of the initial phase (2 of 4 planned digester tanks) is complete and gas from the digester is currently being used to provide process heat to run the facility. The quantity of gas production continues to increase as the bacteria within the tanks mature and will further increase as additional tanks are brought on line, resulting in a commercial revenue/profit stream. This initial project serves four primary purposes:

Establish the Company's credibility in the biogas industry

Provide a "model home" for other dairymen to visit ("try before you buy")

Provide a full-scale working facility with which the Company can continue to optimize performance and demonstrate/test new concepts for both enhanced gas production and alternative means of product use

Initiate a modest revenue/profit stream

Westside Project. This project will be carried out in phases and will be anchored by a large dairy of 6,000 animals. It is anticipated that other dairies in the immediate vicinity will be joined in, resulting in an eventual combined size of 19,000 cows. These dairies, located west of Wendell Idaho, will be networked together via an underground gas collection/distribution pipeline system to route biogas to existing pipelines owned by the local gas utility. The first phase will be the construction of twelve digester tanks at the WestPoint dairy. The contract for this facility has been signed and construction should begin during 4^th quarter. Once this "anchor dairy" is completed, follow-on digesters will be constructed at the surrounding dairies along with the connecting pipeline. The project serves the following purposes:

Increase production from 4,000 to a total of 23,000 head

Improve on economies of scale for higher operating margins

LNG Project. This project is being planned for siting on a very large 12,000-cow dairy located in a geographically isolated region but very close to a major gas utility transmission line and in close proximity to a large industrial user of propane - two ready-made customers for gas produced. The size of this operation is sufficient to economically justify production of Liquid Natural Gas (LNG), a product that it is imperative the Company gain first hand experience with in order to meet future market demands. The project serves the following purposes:

Further expand the limits to which digesters can be scaled up

Provide entry into the LNG production business

Increase production from 23,000 to 35,000 head

Eastside Project. This project is in the organizing state and will be developed similarly to the Westside project, where multiple dairies will be connected to a pipeline that in turn will deliver gas to the local gas utility's pipeline. This Eastside grouping consists of several dairies totaling 18,000 head of cattle located east of Wendell, Idaho. Construction is planned for 2007 with operations beginning in the last quarter of 2007. The project serves the following purposes:

Increase production from 35,000 to 53,000 head

Build upon the Westside project approach and share support resources

Beef Feedlot Project. This project is envisioned as one that will be undertaken in partnership with a major beef feedlot agribusiness company. Given the differences in manure outputs between beef and dairy cattle and given that this is an open lot operation, the gas production capacity for this project is expected to be equivalent to an approximate 45,000-cow dairy. This large operation makes LNG the product of choice because of the higher margins of LNG over pipeline gas. Construction is estimated to begin in late 2006 and the facility will become operational the first quarter of 2008. The project serves the following purposes:

Increase production from 53,000 to 198,000 head

Provide entry into feedlots for a source of waste manure;

Team the Company with an international agribusiness partner

Allow expansion into other significant feedlots outside of Idaho

Export Project. As the above projects begin to attract greater national attention due both to their size and their operational flexibility and efficiency, we expect there will be considerable opportunity to export our system to other regions of the country where conditions favor our business model. The Company anticipates taking advantage of those opportunities beginning late in 2007 or early 2008. Potential also exists to export the Company's feedlot biogas facilities to other states. The Export Project serves the following purposes:

Increase production from 193,000 head to 250,000

Provide entry into a dairy community five times the size of Idaho's

Provide entry into the West Coast renewable energy market, the largest in the nation

Additional Information

The Company also plans to increase sales and expand its engineering and scientific services base via new customer contracts. Revenue generated will be used to meet cash flow requirements with any excess being used to support and develop the Company's biofuels production initiatives.

At the present time the Company does not anticipate paying dividends, cash or otherwise, on it's Common Stock in the foreseeable future. Future dividends will depend on earnings, if any, of the Company, its financial requirements and other factors. The Company's main focus is now in the biofuels market, specifically the production of biogas. The Company has made two acquisitions for the vertical integration of the business and the ability to have a ready available access to sell the gas production into the market place. The Company believes that it has also taken the proper steps to sell certain assets including the mining and mineral rights of the Garnett mine in Montana to provide working capital to see the production through to completion. The Company is currently seeking other investment capital to support the existing and ongoing operations of the Company and these projects.

CAPITAL RESOURCES AND LIQUIDITY

The Company has made reasonable efforts to meet cash flow demands from ongoing operations and has somewhat improved its capital position over that of one year ago. The Company finished the second quarter ending December 31, 2004 with cash available of $196,767 compared to $134,856 at June 30, 2004 and $50,427 for the same period of 2003. The Company believes that it will be necessary to continue to supplement the cash flow from operations with the use of outside resources such as investment capital by issuance of debenture notes and stock. The Company has filed an SB-2 registration with the U.S. Securities and Exchange Commission related in part to the Standby Equity Distibution Agreement. The impact of the SB-2 registration cannot be said with certainty but the Company plans to use any additional funding to assist in the Biogas production facility that is shown on the balance sheet as Construction in Progress.

As of December 31, 2004, the Company had positive working capital of $211,347 compared to a deficit of $309,465 for the year ending June 30, 2004 and a working capital deficit of $333,868 for the same period ending December 31, 2003. The current ratio at December 31, 2004 was: 1.35:1 and .53:1 at June 30, 2004 and .58:1 at December 31, 2003. This change in working capital is mainly attributed to $534,556 of prepaid expenses. These prepaid expenses all relate to the prepayments towards the Standby Equity Agreement that will be offset against future draws on the equity line.

The Company had a term loan with a fixed rate of 5.75% as of December 31, 2004 the balance was $136,862. The credit is secured by all business assets and personally guaranteed by the principals of the Company. As of December 31, 2004, the loan was in good standing, and as of the date of this filing the term loan is also in good standing. The Company also has shareholder notes payable from certain officers, employees or directors. The notes are unsecured demand notes. It is not anticipated by the Company that the notes will be called in the next year. The following are shareholder creditors to the company: Mr. Kenoyer has made two loans to the company and as of December 31 2004, the total balance due him was $23,527. The first loan accrues interest at the rate of 10 percent and has a balance of $397. The second accrues interest at the rate of 7 percent and has a balance of $23,130. Mr. Dustin has also made two loans to the company and as of December 31 2004, the total balance due him was $45748. The first loan accrues interest at the rate of 10 percent and has a balance of $15,239. The second accrues interest at the rate of 7 percent and has a balance of $30,509.The balance of the loan amount is $6,174 to Reggie Hall.

During the six months ended December 31, 2004, the Company used net cash of $434,962 for operating activities, compared to $31,341 of net cash provided by operating activities for the 2003 period. The increase of cash used by operating activities is mainly result of the Company’s $529,451 net loss in the 2004 period.

During the six months ended December 31, 2004, the Company used $562,578 by investing activities, compared to $27,785 used in the year earlier period. In 2004, the Company received $17,794 from the sale of investments and expended $580,372 for construction in progress. In the 2003 period, the Company expended $27,785 for the purchase of office equipment.

During the six months ended December 31, 2004, financing activities provided $1,059,451 in net cash, consisting of $428,832 from the sale of common stock, $35,00 from the net change of stock subscriptions, $750,000 from debenture sales, offset in part by $26,102 of payments on a line of credit and term loans, $127,524 of deferred debenture costs, and $755 in decrease of notes payable. In the comparable period for 2003, the Company had $19,969 of net cash provided by financing activities, which consisted of $27,400 in proceeds from stock sales, $6,900 in note receivable from stock collected and $3,740 increase in notes payable, offset in part by $18,344 payments on a line or credit and term loan.

Standby Equity Distribution Agreement. On October 13, 2004, the Company entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity Distribution Agreement, the Company could have, at its discretion, periodically sold to Cornell Capital Partners, LP shares of common stock for a total purchase price of up to $25.0 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners LP would have paid the Company 99% of, or a 1% discount to, the lowest closing bid price of our common stock on the Over-the-Counter Bulletin Board or other principal market on which the Company's common stock is traded for the five days immediately following the notice date. Cornell Capital Partners LP would have retained 5% of each advance under the Standby Equity Distribution Agreement and received $500,000 worth of common stock of the Company as a fee under the Standby Equity Distribution Agreement.

Upon execution of the Termination Agreement, the Company entered into a new Standby Equity Distribution Agreement with CornellCapital Partners on January 28, 2005. Pursuant to the Standby Equity Distribution Agreement, the Company may, at its discretion, periodically sell to CornellCapital Partners shares of common stock for a total purchase price of up to $25.0 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay the Company 99% of, or a 1% discount to, the lowest closing bid price of the common stock during the five consecutive trading period immediately following the notice date. Further, Cornell will retain a fee of 5% of each advance under the Standby Equity Distribution Agreement. CornellCapital Partners’ obligation to purchase shares of the Company's common stock under the Standby Equity Distribution Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of common stock sold under the Standby Equity Distribution Agreement and is limited to $1,000,000 per weekly advance.The Company has filed the related registration statement, which is currently being reviewed by the Securities and Exchange Commission. The Company may not be able to obtain funds under the Standby Equity Distribution Agreement or obtain sufficient amounts to satisfy the Company’s working capital or other needs.

Securities Purchase Agreement.On October 13, 2004, the Company entered into a Securities Purchase Agreement with Cornell Capital Partners. Pursuant to the Securities Purchase Agreement, the Company issued convertible debentures to Cornell Capital Partners,in the original principal amount of $750,000. The $750,000 was disbursed as follows: (i) $450,000 was paid October 22, 2004, which was contingent upon the closing of all the transaction documents with Cornell Capital Partners, and (ii) $300,000, was paid December 28, 2004, pursuant to the filing of a registration statement with the SEC related to the shares issued under the Standby Equity Distribution Agreement and the convertible debentures. The debentures are convertible at the holder’s option any time up to maturity at a conversion price equal to the lower of (i) 120% of the Volume Weighted Average Price of the common stock on the date of the debentures or (ii) 80% of the Volume Weighted Average Price of the common stock of the Company for the five trading days immediately preceding the conversion date. The debentures are secured by the assets of the Company. The debentures have a three-year term and accrue interest at 5% per year. Cornell Capital Partners, LP received 10% of the gross proceeds of the convertible debentures, paid directly from escrow upon each funds disbursement described above. At maturity if not repaid, the debentures will automatically convert into shares of common stock at a conversion price equal to the lower of (i) 120% of the Volume Weighted Average Price of the common stock on the date of the debentures or (ii) 80% of the Volume Weighted Average Price of the common stock of the Company for the five trading days immediately preceding the conversion date.

On January 28, 2005, the Company and CornellCapital Partners terminated the Investor's Registration Rights Agreement entered into on October 13, 2004 with the Cornell Capital Partners, which related to the Securities Purchase Agreement entered into on October 13, 2004 with the Cornell Capital Partners.

Material Commitments for Capital Expenditures - The Company has outstanding commitments for the purchase and installation of equipment and services incidental to completing the balance of plant construction at the Whitesides biogas facility. The Company also anticipates additional expenditures related to the design and construction of follow-on facilities of like kind. The primary source of funding will be outside capital.

Seasonal Changes -The Company's operating revenue is generally not affected by seasonal changes.

RISK FACTORS

The Company's current and primary focus is obtaining permits and developing favorable properties for alternative and renewable energy production, and providing the associated engineering design and construction management services required to support the construction and operation of related facilities, and cannot provide any guarantees of profitability at this time. The Company will continue to expand its engineering services base, "work for others" to generate additional revenue to augment working capital requirements in support of its alternative and renewable energy efforts. The realization of profits is dependent upon successful execution of new business opportunities and the development of prototype digester models and implementation of the digester project for renewable energy. The Company is dependent upon inducing larger companies or private investors to purchase these "turn-key" alternative renewable energy generation and production facilities. These projects when developed and depending on their success will be the future of the Company. The Company may not be successful in these efforts.

Our operating results are difficult to predict in advance and may fluctuate significantly, and a failure to meet the expectations of analysts or our stockholders would likely result in a substantial decline in our stock price.

Factors that are likely to cause our results to fluctuate include the following:

- the gain or loss of significant customers or significant changes in engineering services market;

- the amount and timing of our operating expenses and capital expenditures;

- the success or failure of the alternative energy and biofuels projects currently underway;

- the timing, rescheduling or cancellation of engineering customer's work orders;

- our ability to specify, develop, complete, introduce and market biofuels and bring them to volume production in a timely manner;

- the rate of adoption and acceptance of new industry standards in our target markets;

- any other unforeseen activities or issues.

There is a limited public market for our common stock. Our common stock is listed on the OTC Bulletin Board, and there is a limited volume of sales, thus providing a limited liquidity into the market for our shares. As a result of the foregoing, stockholders may be unable to liquidate their shares.

We are subject to various risks associated with the development of the biofuels and alternative energy market place and if we do not succeed our business will be adversely affected.

Our performance will largely depend on our ability to develop and implement the anaerobic digester and generate energy and gas to sale. We intend to respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis however, we cannot predict if we will be effective or succeed in the development of the biofuels and alternative energy markets. If we are unable, for technical, legal, financial or other reasons, to adapt in a timely manner to develop and operate in the biofuels market, our business, results of operations and financial condition could be materially adversely affected.

If we need additional financing, we may not be able to raise further financing or it may only be available on terms unfavorable to us or to our stockholders.

Available cash resources may not be sufficient to meet our anticipated working capital and capital expenditure requirements, if the anaerobic digester does not produce revenue for at least 12 months. It may become necessary to raise additional funds to respond to business contingencies, which could include the need to:

- fund additional project expansion for the biofuels production;

- fund additional marketing expenditures;

- develop additional alternative energy projects or enhance the WOBF gas products;

- enhance our operating infrastructure;

- hire additional personnel;

- acquire other complementary businesses or technologies.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products or otherwise respond to competitive pressures would be significantly limited.

ITEM 3. CONTROLS AND PROCEDURES

(a) Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company (including its consolidated subsidiaries) required to be included in our reports filed or submitted under the Exchange Act.

(b) There have been nochanges in our internal controls overfinancial reporting that has materially affected or could materially affect these internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 2. CHANGES IN SECURITIES.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

The Company held its Annual Meeting of Stockholders on December 14, 2004. On the record date of October 29, 2004, there were 120,366,819 shares of common voting stock. At the meeting, D. Lynn Smith, William R. Myers, Michael F. LaFleur, Dennis D. Keiser, and Jacob D. Dustin were elected to serve as directors of the Company for the next year, the proposal to amend the Certificate of Incorporation to increase the authorized Common Stock to 350,000,000 shares was approved, and the appointment of Eide Bailly, LLP, formerly Balukoff Lindstrom & Co., P.A as independent public accountants for the year ending June 30, 2005 was ratified. Before the annual meeting the Board of Directors agreed to withdraw the proposal #3 to increase the number of options available for grant.

The voting on such items was as follows:

Election of Directors

Director's Name	For	Against	Withheld Authority
Dennis D. Keiser	62,009,301	8,363,741	37,525
Jacob D. Dustin	66,950,103	4,660,939	37,525
Michael F. LaFleur	50,460,934	19,197,108	752,525
William R. Myers	50,460,934	19,197,108	752,525
D. Lynn Smith	65,899,103	4,996,939	752,525

(2) The proposal to amend the Certificate of Incorporation:

For	Against	Withheld Authority
66,072,004	8,038,363	858,700

(4) Ratify Appointment of Independent Auditors of Eide Bailly LLP.

For	Against	Withheld Authority
71,044,765	214,200	3,710,102

Approximately 62% of the total voting shares were voted.

ITEM 5. OTHER INFORMATION.

None

ITEM 6.

EXHIBITS

Exhibit No.	Description	Incorporated by Reference from Registrant's
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	February 14, 2004
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer by Vice-President, Secretary and Treasurer	February 14, 2004
32	Certification pursuant to 18 U.S.C. SECTION 1350 by Chairman and Chief Executive Officer and Vice-President, Secretary and Treasurer	February 14, 2004

SIGNATURES

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


	INTREPID TECHNOLOGY & RESOURCES, INC.
	(Registrant)

Date: March 10, 2005	By:	/s/ Dr. Dennis D. Keiser
		Dr. Dennis D. Keiser
		Title: Chief Executive Officer & President




Date: March 10, 2005	By:	/s/ Dr. Jacob D. Dustin
		Dr. Jacob D. Dustin
		Title: Vice President, Secretary, and Treasurer

Intrepid Technology & Resources (ITRP) Inactive 10QSB/A2005 Q2 Quarterly report (small business) (amended)