UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-QSB

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

For Quarter Ended April 30, 2005
--------------

Commission File Number 0-28759
-------

PocketSpec Technologies Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1461919
--------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

5111 Juan Tabo Boulevard, NE, Albuquerque, New Mexico 87111
- ----------------------------------------------------- ----------
(Address of principal executive offices) (Zip code)

(866) 302-2248
----------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X Yes No
--- ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common 137,265,372
------- ---------------------------------------------
Class Number of shares outstanding at June 13, 2005

This document is comprised of 20 pages.

FORM 10-QSB
1st QUARTER
INDEX

PART I - FINANCIAL INFORMATION

Page

Item 1. Financial Statements*

Condensed, consolidated balance sheets - April 30, 2005 (Unaudited) 3

Condensed, consolidated statements of operations - Three months
ended April 30, 2005 and 2004 (Unaudited) 4

Condensed, consolidated statements of cash flows - Three months ended
April 30, 2005 and 2004 (Unaudited) 5

Notes to condensed, consolidated financial statements (Unaudited) 6

Item 2. Management's Discussion and Analysis 11

Item 3. Controls and Procedures 15

PART II - OTHER INFORMATION

Item 1. Legal Proceeding 16

Item 2. Changes In Securities 16

Item 3. Defaults Upon Senior Securities 16

Item 4. Submission of Matters To A Vote of Security Holders 16

Item 5. Other Information 16

Item 6. Exhibits and Reports on Form 8-K 16

Signatures 17

Certifications 17

* The accompanying condensed, consolidated financial statements are not covered
by an Independent Certified Public Accountant's report.

POCKETSPEC TECHNOLOGIES INC.
Condensed, Consolidated Balance Sheets
(Unaudited) April 30,

2005
-----------
Assets
Current assets:
Cash and cash equivalents $ 1,559
Trade receivables 29,348
Inventory at cost, net of reserve of $16,861 189,419
Prepaid, and other, net 9,037
-----------
Total current assets 229,363

Fixed assets:
Furniture and fixtures, net of accumulated
depreciation of $23,460 26,443
Office equipment, net of accumulated
depreciation of $23,300 14,304
Molds, net of accumulated
depreciation of $122,597 16,252
-----------
Total fixed assets 56,999

-----------
Total assets $ 286,362
===========

Liabilities and Shareholders' Equity (Deficit)
Liabilities:
Accounts payable $ 22,457
Accounts payable, related party (Note 3) 11,253
Accrued liabilities 17,819
Accrued liabilities, related party (Note 3) 43,797
Accrued interest 3,169
Accrued interest, related parties (Note 3) 53,690
Accrued wages net of advances of $71,739 37,449
Short term loan, related party (Note 3) 40,330
Notes payable 67,482
Notes payable, related parties (Note 3) 1,145,046
-----------
Total current liabilities 1,442,492

Commitment and Contingencies --

Shareholders' equity (deficit):
Common stock, $0.001 par value, 900,000,000
shares authorized, 37,265,372 shares
issued and outstanding 37,266
Additional paid-in capital 4,247,342
Accumulated deficit (5,440,738)
-----------
Total shareholders' equity (deficit) (1,156,130)
-----------
Total liabilities and shareholders' equity (deficit) $ 286,362
===========

See accompanying notes to condensed, consolidated financial statements

POCKETSPEC TECHNOLOGIES INC.
Condensed, Consolidated Statements of Operations
(Unaudited)

For the Three Months Ended
April 30,
----------------------------
2005 2004
------------ ------------

Revenues
Product sales $ 67,857 $ 67,616

Cost of sales:
Cost of sales 5,193 42,349
------------ ------------
Gross margin 62,664 25,267

Operating expenses:
General and administrative expenses:
General and administrative 54,895 109,574
Rent expense to related party (Note 3) 15,300 12,000
Research and development costs -- 392
Depreciation 8,067 14,838
------------ ------------
Total general and administrative expenses 78,262 136,804

Operating (loss) (15,598) (111,537)

Other income (expense):
Other income 1 --
Interest income (expense) (Notes 3 and 4) (24,956) (18,157)
------------ ------------
Total other income (expense) (24,955) (18,157)

(Loss) before provision
for income taxes (40,553) (129,694)

Provision for income taxes - benefit -- --
============ ============
Net (loss) $ (40,553) $ (129,694)
============ ============

Net loss per share:
Net (loss) $ (0.001) $ (0.004)
============ ============
Basic and diluted shares used for computation 37,265,372 36,094,360
============ ============

See accompanying notes to condensed, consolidated financial statements

POCKETSPEC TECHNOLOGIES INC.
Condensed, Consolidated Statements of Cash Flows
(Unaudited)

For The Three Months Ended
April 30,
---------------------
2005 2004
-------- --------

Cash flows from operating activities:
Net cash used by operating activities $(11,021) $(89,690)
-------- --------

Cash flows from investing activities:
Cash paid for property, other -- (3,500)
-------- --------
Net cash received (used) by investing activities -- (3,500)
-------- --------

Cash flows from financing activities:
Proceeds from short-term borrowings, related party (Note 3) 5,527 65,664
Repayment of short term borrowings, related party (500) (33,014)
Proceeds from loans, related party -- 52,360
-------- --------
Net cash provided by financing activities 5,027 85,010
-------- --------

Net change in cash (5,994) (8,180)
Cash and cash equivalents at beginning of period 7,553 9,780
-------- --------
Cash and cash equivalents at end of period $ 1,559 $ 1,600
======== ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ 4,601
======== ========
Income taxes $ -- $ --
======== ========

See accompanying notes to condensed, consolidated financial statements

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

Note 1: Basis of presentation

(a) Organization and Basis of Presentation

References in this document to "us," "we," "our" or "the Company" refer to
PocketSpec Technologies Inc. and its wholly-owned subsidiary. The financial
statements presented herein have been prepared by the Company in accordance with
the accounting policies in its annual 10-KSB report dated January 31, 2005 and
should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.

(b) Inventory

Inventories are stated at the lower of cost or market. Cost includes materials,
labor, direct costs, and allocated overhead. Generally, inventories are written
down to market value during the period in which impairment of such inventories
is identified. Inventory at April 30, 2005 consisted of finished goods. All
electronic components are interchangeable between product lines. We do not
record an allowance that directly relates to the warranty of our products, which
would otherwise reduce our gross sales. We believe an allowance is not required
at this time, since historical data has indicated that returns of our products
for repair or replacement have been insignificant.

Property and equipment are recorded at cost. Expenditures that extend the useful
lives of assets are capitalized. Repairs, maintenance and renewals that do not
extend the useful lives of the assets are expensed as incurred. Depreciation is
provided on the straight-line method over the following estimated useful lives:
furniture, 7 years; office equipment, 5 years; molds, 3 years. Depreciation
expense was $8,067, and $14,838 for the three months period ended April 30, 2005
and 2004, respectively.

(d) Revenue and Cost Recognition

Costs that clearly relate to sales of the Company's color comparison products
are charged to earnings when incurred. Revenues from sales of products are
recognized at the time of shipment of product. Customers have the right to
return products for 90 days after purchase. Defective products are repaired or
replaced at our discretion. Refunds are issued either by check or credit as
necessary. The Company has minimal returns and therefore does not maintain an
allowance for those returns.

The accompanying unaudited condensed, consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by accounting principles

7
POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

Generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments considered necessary for a fair
presentation have been included. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-KSB for the year ended January 31, 2005.

The Company operates in two business segments which are identified as
distribution and manufacturing of color-comparison devices to service users,
value added resellers, businesses and consumers, primarily in the United States.

Operating results for the three months ended April 30, 2005 are not necessarily
indicative of the results that may be expected for the year ended January 31,
2006 or any future period.

Note 2: SUBSEQENT EVENT

On May 20, 2005, we completed a reverse acquisition transaction. We acquired
Sierra Norte, LLC, a New Mexico limited liability company, which thereby became
a wholly-owned subsidiary of ours. Sierra Norte, LLC is a land development
company in the Albuquerque, New Mexico area.

As a result of the acquisition, Sierra Norte, LLC will continue as a
wholly-owned subsidiary of ours and the former security holders of Sierra Norte,
LLC have acquired a majority of our outstanding shares of common stock, par
value $.001 per share. The reverse acquisition was consummated under Colorado
law and pursuant to an Agreement and Plan of Reorganization, dated as of May 20,
2005 (the Acquisition Agreement).

We intend to reincorporate the company to Nevada from Colorado and change
the name of the public company to a name more in line with our current
operations , upon stockholder approval. In connection with the name change, we
will seek a new trading symbol.

THE ACQUISITION

Pursuant to the Acquisition Agreement, at closing, stockholders of Sierra
Norte, LLC received 100,000,000 shares of our common stock for a 100% interest
in Sierra Norte, LLC. The consideration issued in the Acquisition was determined
as a result of arm's-length negotiations between the parties.

Immediately following the closing, we sold to a group of investors our
wholly-owned subsidiary, Color-Spec Technologies, Inc, in exchange for an
indemnification of us from liabilities by these investors. The investors assumed
historical Color-Spec operations and its historical liabilities of those
operations.

Giving effect to the issuance of these new shares, there were a total of
137,265,372 shares of our common stock issued and outstanding after the
Acquisition.

MANAGEMENT

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

Pursuant to the Acquisition Agreement, at the closing of the Acquisition, our
board of directors was decreased by the resignations of Philip Robertson and
Gregg Wagner from our board and increased by the appointment of Fred Montano, to
serve until the next annual meeting of stockholders. As a result, we have three
directors: Mr. Montano, Ms. Brophy, and Ms. Kettl. Upon compliance with Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act,
pursuant to the Acquisition Agreement, the board of directors will be increased
to five members, and Jerry Apadoca, Sebastian Ramirez, Matthew Milonas, and Troy
Duran are planned to be appointed to serve as our directors until the next
annual meeting of stockholders. In connection with the appointment of these four
directors, Janet Brophy and Cynthia Kettl, the sole remaining members of our
board of directors before the Acquisition, will resign as directors.

In addition, at the closing of the Acquisition, Ms. Janet Brophy resigned
as President and Chief Executive Officer and Ms. Kettl resigned as Treasurer,
although she remains as Chief Financial Officer.

The board of directors appointed Mr. Fred Montano as Chairman and Chief
Executive and Operating Officer, President and Treasurer, and Ms. Karen Duran,
Secretary.

ACCOUNTING TREATMENT

The Acquisition is being accounted for as a reverse Acquisition, since the
members of Sierra Norte own a majority of the outstanding shares of common stock
of us immediately following the Acquisition. Sierra Norte is deemed to be the
acquiror in the reverse Acquisition and, consequently, the assets and
liabilities and the historical operations that will be reflected in the
financial statements will be those of Sierra Norte and will be recorded at the
historical cost basis of Sierra Norte. We intend to carry on Sierra Norte's
business as a wholly-owned subsidiary.

CORPORATE OFFICE

We have relocated our executive offices to those of 5111 Juan Tabo
Boulevard, NE, Albuquerque, New Mexico 87111. Our new telephone number is (866)
302-2248.

Note 3: Related party transactions

B7 Brand, LLC (B7B), Cherry Creek Cottage, LLC (CCC), Color-Spec Technologies,
(CST), Cynthia Kettl (CK), Gregg Wagner (GW), Janet Brophy (JB), Jeff Krupka
(FJK), Krupka-Brophy Profit Sharing Plan (KBP), Moon Unit LLC, (MU), Wraith Moon
House, LLC (WMH), and Philip Robertson (PR) are affiliates of our Company by
either common ownership or by common management.

(a) The Company has accounts payable to employees totaling $11,253, of which
$6,010 is due CCC, $2,092 is due CK, and $3,151 is due an employee. The
Company has accrued rent owing to CCC totaling $43,797 due to CCC. Rent
expense for the period ended April 30, 2005 was

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

$15,300. The company has accrued wages totaling $109,188 which will be paid
when cash comes available to compensate the employees for their work.
Employees have received cash advances totaling $71,739.

(b) The Company has notes payable to affiliates totaling $1,145,046. Terms of
the notes are listed below. The Company has not borrowed any money from
affiliates during the fist quarter ended April 20, 2005..

1. Note payable to FJK in the amount of $136,826. The note consists of
$82,500 as settlement of accrued wages, and an account payable in the
amount of $54,326. The note bears interest at 8% starting October 1,
2004 with monthly payments in the amount of $1,434 beginning November
1, 2004. The note matures October 1, 2007. Accrued interest through
April 30, 2005 totals $6,416.

2. Note payable to JB in the amount of $206,455. The note consists of
$5,415 of accrued interest, $54,535 from an account payable, $116,505
from accrued wages, and $6,000 from a short term loan, and $24,000
from a prior note payable balance. The note bears interest at 8% with
monthly payments in the amount of $3,254 starting November 1, 2004.
The note matures October 1, 2007. Accrued interest through April 30,
2005 totals $9,680.

3. Note payable to Frank Krupka in the amount of $63,180. The note
consists of $18,236 from an account payable, $43,944 from accrued
wages, and $1,000 from a short term loan. The note bears interest at
8% with monthly payments in the amount of $1,207 starting November 1,
2004. The note matures October 1, 2007. Accrued interest through April
30, 2005 totals $2,962.

4. Note payable to Cynthia Kettl in the amount of $117,844. The note
consists of $141 of accrued interest, $176 from an account payable,
$81,000 from accrued wages, $12,650 from a short term loan, and
$23,877 from a prior note payable. The note bears interest at 8% with
monthly payments in the amount of $2,325 starting November 1, 2004.
The note matures October 1, 2007. Accrued interest through April 30,
2005 totals $5,526.

5. Note payable to Gregg Wagner in the amount of $29,733. The note
consists of $944 of accrued interest, $629 from an account payable,
and $28,160 from a prior note payable balance. The note bears interest
at 8% with monthly payments in the amount of $1,402 starting November
1, 2004. The note matures October 1, 2007. Accrued interest through
April 30, 2005 totals $1,394.

6. Note payable to B7B in the amount of $411,730. The note
combined two notes payable in the original amounts of $300,000
and $127,600. Both notes payable had accrued interest in the
total amount of $46,980. A short-term loan from B7B in the
amount of $37,150 was included in the combined note payable.
$100,000 was separated from

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

the note payable and made into two notes in the amount of $50,000 each, one
payable to a current board member and the other to an individual. The
combined note payable bears interest at 8% with monthly payments in the
amount of $4,315 starting November 1, 2004. The note matures October 1,
2007. Accrued interest through April 30, 2005 totals $19,306.

7. Note payable to Cherry Creek Cottage, LLC in the amount of $77,000.
The note consists of $69,500 from a note payable it acquired from Cape
Aloe Corp. and $7,500 from a short term loan. The note bears interest
at 8% starting October 1, 2004 with monthly payments in the amount of
$807 beginning November 1, 2004. The note matures October 1, 2007.
Accrued interest through April 30, 2005 totals $3,610.

8. Note payable to Wraith Moon House, LLC in the amount of $6,351. The
note consists of $551 from accrued interest and $5,800 from a prior
note balance. The note bears interest at 8% starting October 1, 2004
with monthly payments in the amount of $67 beginning November 1, 2004.
The note matures October 1, 2007. Accrued interest through April 30,
2005 totals $298.

9. Note payable to KBP in the amount of $45,927. The Company borrowed
$36,350 from KBP for use as operating capital. The terms of the note
required payment of $3,635 in interest points which was deducted from
the $39,985 principal balance, netting the Company $36,350 cash. The
note also combines accrued interest in the amount of $5,942 and bears
interest at 8% with monthly payments in the amount of $480. The note
matures October 1, 2006. Accrued interest through April 30, 2005
totals $2,154.

10. Note payable to Philip Robertson in the amount of $50,000. The note
consists of $50,000 as part of the original B7B $127,600 note that was
combined with $300,000 note to B7B. The note bears interest at 8%
starting October 1, 2004 with monthly payments in the amount of $523
beginning November 1, 2004. The note matures October 1, 2007. Accrued
interest through April 30, 2005 totals $2,344.

(c) During the three months period ended April 30, 2005 the Company expensed
interest from notes payable to affiliates totaling $20,814 and interest
points totaling $973.

(d) Shareholders' Equity.

The Company did not issue any shares of its common stock during the three
month period ended April 30, 2005

Note 4: Transactions with non-affiliates

(a) The Company has trade receivables totaling $29,348 and inventory net of
reserve totaling $189,419. The inventory consists of finished products. The
Company also has accounts payable in the amount of

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

$22,457 and accrued liabilities totaling $17,819 which includes a
customer's deposit in the amount $13,000 for an order. Orders from this
customer account for approximately 39% of sales during the first quarter
ended April 30, 2005. We have two other customers whose combined orders
with us account for approximately 23% of sales for the period ended April
30, 2005.

(b) The Company has notes payable to non-affiliates totaling $67,482. The notes
and respective terms are listed below.

1. Note payable to ARI in the amount of $1,633. The note consists of
accrued interest in the amount of $133 and a prior note amount of
$1,500. The note bears interest at 8% starting October 1, 2004 with
monthly payments in the amount of $17. The note matures October 1,
2007. Accrued interest through April 30, 2005 totals $77.

2. Note payable to an individual in the amount of $15,949. The note
consists of accrued interest in the amount of $1,449 and a prior note
amount of $14,500. The note bears interest at 8% starting October 1,
2004 with monthly payments in the amount of $168. The note matures
October 1, 2007. Accrued interest through April 30, 2005 totals $748.

3. Note payable to and individual in the amount of $50,000. The note
bears interest at 8% starting October 1, 2004 with monthly payments in
the amount of $523. The note matures October 1, 2007. Accrued interest
through April 30, 2005 totals $2,344.

(c) For the period ended April 30, 2005, the Company has short term loans
totaling $40,330. Prior to the end of the first period, the Company had
borrowed $5,527 from a non-affiliate. The Company repaid $500 to a
non-affiliate.

Note 5: Shareholders' equity

(a) The Company did not issue any share of its common stock during the first
quarter period ended April 30, 2005.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

References in this document to "us," "we," "our" or "the Company" refer to
PocketSpec Technologies Inc. and its wholly-owned subsidiary.

Forward-Looking Statements

The following discussion contains forward-looking statements regarding our
Company, its business, prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

without limitation: our ability to successfully develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude clients from using our products
for certain applications; delays our introduction of new products or services,
and our failure to keep pace with emerging technologies.

When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. Our Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

Results of Operations

Our main operational focus has been the color-measuring business. Our efforts
during this period have been spent on marketing, production, and software
product upgrades.

We realized total revenues of $67,857 for the three months period ended April
30, 2005 compared to $67,616 the three months period ended April 30, 2004. Total
operating expenses, which consisted of general and administrative expenses, were
$78,262 for the three months period ended April 30, 2005 compared to $136,804
for the period ended April 30, 2004. The major components of general and
administrative expenses were wages, accounting, rent and other expenses for the
three months period ended April 30, 2005 and 2004, respectively.

Our net loss for the three months period ended April 30, 2005 and 2004 was
$40,553 and $129,694, respectively. We had a loss on a fully diluted basis, of
$.001 per share and $.004 per share for the three months period ended April 30,
2005 and 2004, respectively.

Our products are being produced and we have been actively selling the ColorQA
and BronzCheck product line. We are continuing an aggressive marketing campaign
in both the paint and tanning industries. The BronzCheck(TM) product and its
associated TanTone(TM) Measurement System generates a TanTone(TM) number (zero
to 1,000 - mostly 650 to 900). This number is the key to knowing if a person is
getting tanner. When these numbers are shown on a graph, the chart would show
that the tanning process is working, as well as verifying the quality of lotions
used by the clients to enhance the tanning speed. The Salon System Tan Tone
integrates data into existing Point of Sale software system used by the salons.

We have been marketing our new product software line including software that
will interface our device with certain Windows based operating systems for the
ColorQA devices. The software provides industries a database for use of the

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

color-measurement. We have released our software using the ColorQA USB device
which provides a database comprised of different mathematical measurements
pertaining to red, green and blue, or RGB color codes.

We have been selling our ColorQA(TM) product line with software for the paint
and plastics industries. We have upgraded our product line with software and USB
ports in order to create color charts from color comparisons. The software
provides a database for future reference to the user.

In analyzing our sales to date, we estimate that approximately 75% of our
product sales have been the ColorQA(TM) through April 30, 2005. We anticipate
that sales of our ColorQA(TM) devices could increase significantly by our fiscal
year end, although there can be no guarantee. With our continued aggressive
marketing campaign and alliances created within the paint, plastics, and tanning
industries, we believe that overall total sales could increase significantly,
although there can be no guarantee. We have sold our color measuring products in
other countries such as the United Kingdom, Australia, China, Denmark, England,
Spain, Israel, Poland, and Mexico, to name a few. At the present time, we
believe that no product exists with the accuracy, dependability, and price range
that competes directly with our product.

In connection with our color measuring devices, we have also been selling the
replacement battery and calibration caps. We view the replacement parts as an
additional revenue stream for us. We have no backlog problem in meeting our
orders. We are keeping sufficient inventory in place. Most of our sales are
on-line or by telephone as credit card transactions, including American Express
and Discover cards. Our web site is. We have added a tanning specific website,
www.bronzcheck.com.

To date, however, through the marketing of our products, we have not yet
achieved profitable operations, which is our goal. We cannot predict when, if at
all, we will be profitable in our business. Nevertheless, we continue our
business plan and are focusing our efforts on newly formed alliances with in the
United States, Italy, and Japan.

Our focus remains upon the development of our own product applications, rather
than pursuing other technology acquisitions.

Liquidity and Capital Resources

Our net cash was $1,559 as of April 30, 2005, compared to $1,600 as of April 30,
2005.

Net cash used by investing activities totaled $-0- for the three months period
ended April 30, 2005 compared to $3,500 for the period ended April 30, 2004. Net
cash received from financing activities for the period ended April 30, 2005 and
2004 was $5,027 and $85,010, respectively. We received $5,527 from financing
from a non-affiliate for the three months period ended April 30, 2005. Cash
provided from non-affiliates totaled $118,024 for the period ended April 30,
2004. Cash provided from financing activities came from loans from unrelated
parties and other sources. Cash repaid totaled $500 and $33,014 for the three
months period ended April 30, 2005 and 2004, respectively.

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

We have accounts receivable for the three months period ended April 30, 2005
totaling $29,348 and prepaid expenses of $9,037 for the same period. Prepaid
expenses consist of points paid on loans and deposits on inventory purchases. We
have deferred payroll totaling $109,188, which is anticipated to be partially
paid during the fiscal year ending January 31, 2006.

Our products, the Color QA and BronzeCheck are being marketed through brochure
mailings, telephone, and internet. We have built what we consider to be a
sufficient inventory base to deliver products when ordered.

Financing for operating deficits has largely been through affiliates. In any
case, we will need additional financing to achieve our business plan.

The employees of the Company have provided funding on individual basis to assist
the Company's outstanding and current obligations. The employees continue to
work towards accomplishing positive cash flow and have deferred monthly salaries
in order to help the Company be successful towards achieving its goals. The
Company is appreciative of their individual efforts and accomplishments, along
with their dedication to assist with financing.

On February 23, 2005 we filed a Statement of Information for PocketSpec
Technologies Inc. The filing gave notice for a shareholder meeting to be held on
March 29, 2005 in order to increase the number of authorized common stock shares
from 50,000,000 to 900,000,000. The meeting was held and the shareholders
authorized the increase by a 52% vote.

SUBSEQUENT EVENT

THE ACQUISITION

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

Giving effect to the issuance of these new shares, there were a total of
137,265,372 shares of our common stock issued and outstanding after the
Acquisition.

MANAGEMENT

Pursuant to the Acquisition Agreement, at the closing of the Acquisition,
our board of directors was decreased by the resignations of Philip Robertson and
Gregg Wagner from our board and increased by the appointment of Fred Montano, to
serve until the next annual meeting of stockholders. As a result, we have three
directors: Mr. Montano, Ms. Brophy, and Ms. Kettl. Upon compliance with Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act,
pursuant to the Acquisition Agreement, the board of directors will be increased
to five members, and Jerry Apadoca, Sebastian Ramirez, Matthew Milonas, and Troy
Duran are planned to be appointed to serve as our directors until the next
annual meeting of stockholders. In connection with the appointment of these four
directors, Janet Brophy and Cynthia Kettl, the sole remaining members of our
board of directors before the Acquisition, will resign as directors.

The board of directors appointed Mr. Fred Montano as Chairman and Chief
Executive and Operating Officer, President and Treasurer, and Ms. Karen Duran,
Secretary.

ACCOUNTING TREATMENT

CORPORATE OFFICE

We have relocated our executive offices to those of 5111 Juan Tabo
Boulevard, NE, Albuquerque, New Mexico 87111. Our new telephone number is (866)
302-2248.

ITEM 3. CONTROLS AND PROCEDURES.

POCKETSPEC TECHNOLOGIES INC.
Notes to Condensed, Consolidated Financial Statements

Janet Brophy, who served as the Company's president and chief executive officer
during the reporting period, and Cynthia Kettl, who served as chief financial
officer during the reporting period, after evaluating the effectiveness of the
Company's disclosure controls and procedures as of the filing date of this
quarterly report (the "Evaluation Date") concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were adequate and
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported as specified in the SEC's rules and forms. Subsequent to
the end of the reporting period, Fred Montano became the Company's President and
chief executive officer and did not actively participate in the Company during
the reporting period. However, he evaluated the effectiveness of the Company's
disclosure controls and procedures as of the evaluation date and concluded that
as of the Evaluation Date, the Company's disclosure controls and procedures were
adequate and effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported as specified in the SEC's rules and
forms.

(a) Changes in internal control over financial reporting. There were no changes
in the Company's internal control over financial reporting during the three
months period ended April 30, 2005 that have materially affected, or are
reasonably likely to materially affect, internal control over financial
reporting.

PART II - OTHER INFORMATION

Items 1 Through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K

31.1 Certification of CEO pursuant to Sec. 302
31.2 Certification of CFO pursuant to Sec. 302
32.1 Certification of CEO pursuant to Sec. 906
32.2 Certification of CFO pursuant to Sec. 906

REPORTS ON FORM 8-K.

Form 8-K Filed April 28, 2005 Change in Registrant's Certifying Accountant.

The following financial information is filed as part of this report:

SIGNATURES

In accordance with Section 12 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.

PocketSpec Technologies Inc.

CHIEF EXECUTIVE OFFICER

Dated: JUNE 13, 2005 By: /s/ FRED MONTANO
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FRED MONTANO
President

CHIEF FINANCIAL OFFICER

Dated: JUNE 13, 2005 By: /s/ CYNTHIA KETTL
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CYNTHIA KETTL
Chief Financial Officer